Council of Institutional Investors The Voice of Corporate Governance

Shareowners of U.S. public companies have kept up the pressure for independence. Shareowner proposals seeking independent board chairs garnered strong votes in 2009 and 2010. These proposals averaged 30 percent of the votes cast at 34 companies in 2010, down slightly from 37 percent in 2009, according to Institutional Shareholder Services (ISS). The financial crisis was an important catalyst. for the high vote average in 2009. The investor backlash over losses at many big U.S. banks, where CEO-chairs have been the norm, fueled vigorous support for independent chair proposals and other measures that seek to strengthen the accountability of the board.

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