In Focus

CII Opposes Hong Kong Preliminary Proposal to Loosen Standards

CII on Friday filed a comment letter with the Hong Kong Stock Exchange, opposing its “straw man” proposal  to allow companies with lower governance standards or disparate voting rights to list on a new board under the HGEX umbrella.  Market participants have until August 18 to submit their views.

New CII Publication: Proxy Access Best Practices 2017

Proxy access was just beginning to take off in 2015 when CII published “Proxy Access: Best Practices,” an overview of the Council’s position on common access bylaw provisions. Today, more than 400 companies have adopted proxy access bylaws, which enable shareholders to place their director nominees on a company’s proxy card. However, while proxy access has gained broad acceptance, some companies have included—or are considering including—provisions that could significantly impair shareholders’ ability to use it. In response, CII has updated its 2015 report with this publication, “Proxy Access: Best Practices 2017”, which includes CII’s position on newly identified provisions.

CII Welcomes S&P Move to Bar New Multi-Class Firms from Key Indexes

S&P Dow Jones’ decision to ban new multi-class companies from its key U.S. stock indexes “is a huge win for investors and a blow to companies that deny shareholders any say in how the company is run,” CII Executive Director Ken Bertsch said in a statement. It means that Snap Inc. and other new companies with share classes that have differential or no voting rights will not be included in the S&P 500, S&P MidCap 400 and S&P SmallCap 600. CII and many institutional investors have pressed major index providers to bar companies with multi-class structures, especially those with non-voting shares, from major indexes because such structures rob shareholders of the power to press for change when something goes wrong at the company. S&P’s move is more far-reaching than FTSE Russell’s July 26 preliminary decision to bar Snap and companies with virtually zero voting rights in the hands of public shareholders from inclusion in the Russell 3000 and other FTSE Russell indexes.

Registration Open for CII's Fall Conference

Registration is open for CII's fall conference, September 13-15, 2017, at the Hilton San Diego Bayfront Hotel. The agenda for this members-only gathering features compelling speakers on a range of investment and business topics. Beyond the ballroom, CII will offer a class on evaluating directors—taught by governance professionals for governance professionals—and the Engagement Exchange, an organized meet-up for investors and companies. Attendees can also participate in several member-hosted events on specific topics, from climate risk to board composition to human capital management. And as always, there will be unparalleled networking opportunities. Join us in San Diego!

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CII Priorities

Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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