Council of Institutional Investors

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. 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.
Click on the links to the left to learn more about these issues.