Board Accountability

The board of directors, as the elected representative of a company's shareowners, is accountable to the shareowners for its actions. Boards have a fiduciary duty to ensure that senior managers run the company in the long-term interest of its owners. The Council of Institutional Investors' corporate governance policies endorse the following critical pillars of board accountability:

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)

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