Boards have a fiduciary duty to ensure that senior managers run the company in the long-term interest of its owners. CII's corporate governance policies endorse the following critical pillars of board accountability:
- Majority Voting for Directors & "Zombie" Directors: 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.
- Proxy Access: Shareowners should have the right to place their nominees for director on a company's proxy card.
- Universal Proxy: In a proxy contest, shareowners should be able to vote for any combination of management or dissident nominees they wish to represent them.
- Independent Board Chair: An independent board chair provides a balance of power between the CEO and the board and supports strong, independent board leadership and functioning.
- Majority-Supported Shareowner Proposals: When a majority of shareowners support a corporate reform, the board should adopt the change.