The SEC’s Investor Advisory Committee, established under Section 911 of Dodd-Frank (membership listed below), has submitted recommendations on improving the byzantine and jury-rigged proxy plumbing system. Their summary:
The SEC should require end-to-end vote confirmations to end-users of the proxy system,
potentially commencing with a pilot involving the largest companies;
The SEC should require all involved in the system to cooperate in reconciling vote-related information, on a regular schedule, including outside specific votes, to provide a basis for continuously uncovering and remediating flaws in the basic “plumbing” of the system;
The SEC should conduct studies on (a) investor views on anonymity and (b) share lending, and
The SEC should adopt its proposed “universal proxy” rule, with the modest changes that would be needed to address objections that have been raised to that proposal.
Members of the Committee
Anne Sheehan, Chairman
Former Director of Corporate Governance
California State Teachers’ Retirement System (Retired)Elisse Walter, Vice Chairman
Former Chairman
U.S. Securities and
Exchange CommissionCraig Goettsch, Secretary
Director of Investor Education and Consumer Outreach
Iowa Insurance DivisionNancy LeaMond, Assistant Secretary
Executive Vice President
Chief Advocacy and
Engagement Officer
Community, State and
National Affairs, AARPMembers
Allison A. Bennington
Partner and Chief Global Affairs Officer
ValueAct CapitalJohn Coates
John F. Cogan Jr. Professor
of Law and Economics at
Harvard Law School
and Research Director
of the Center on the
Legal ProfessionLisa Fairfax
Leroy Sorenson Merrifield Research Professor of Law
and Director of Conference Programs, C-LEAF
The George Washington University Law SchoolRick Fleming
Investor Advocate
U.S. Securities and
Exchange CommissionMatthew Furman
General Counsel
Willis Towers Watson plcStephen Holmes
General Partner Emeritus
InterWest PartnersWilliam Lee
Senior Vice-President and Chief Investment Officer
New York-Presbyterian HospitalsPaul Mahoney
David and Mary Harrison Distinguished Professor of Law
University of Virginia School of LawJennifer Marietta-Westberg
Principal
Cornerstone ResearchLydia Mashburn
Managing Director
Center for Monetary and Financial Alternatives
Cato InstituteMina Nguyen
Managing Director
Jane Street CapitalBarbara Roper
Director of Investor Protection
Consumer Federation of AmericaDamon Silvers
Director of Policy and Special Counsel
AFL-CIOAnne Simpson
Director, Board Governance and Strategy
Executive Office, California Public Employees’ Retirement SystemJerome Solomon
Fixed-income Portfolio Manager
Capital GroupHeidi Stam
Former Managing Director and General Counsel (Retired)
VanguardJ.W. Verret
Associate Professor of Law (with tenure)
Antonin Scalia Law School, George Mason University and
Senior Scholar, Mercatus CenterSusan Ferris Wyderko
President and CEO
Mutual Fund Directors Forum