In uncontested elections, directors should be elected by a majority of votes cast for and against. Directors who fail to receive majority support should step down from the board and not be reappointed.
Learn more about majority voting for directors
Learn more about CII's campaign against "zombie" directors who keep their seats despite failing to win majority support (members only)
Shareholders should have the right to place their nominees for director on the company's proxy card.
Learn more about proxy access
An independent board chair provides a balance of power between the CEO and the board and supports strong, independent board leadership and functioning.
Learn more about the value of independent board chairs
When a majority of shareholders supports a corporate reform, the board adopt the change.
Learn more about CII action on majority-supported shareowner proposals (members only)