Council of Institutional Investors

CII Correspondence and Testimony

Generally excluded from this page are letters to individual companies urging the implementation of majority-supported shareholder proposals, inquiring about the status of “zombie” directors (those who remain on the board after having failed to obtain majority support), and/or seeking a majority standard for uncontested director elections. Please contact us for copies of those letters.  
 

Dec. 12, 2017 CII letter to Speaker and Minority Leader on proxy advisory firm legislation
Attachment:  November 9, 2017 letter from CII and 45 investor and investor organizations on proxy advisory firm legislation 
Dec. 8, 2017 CII letter to Hong Kong Exchange regarding consultation on corporate governance
Dec. 7, 2017 Joint CII and ILPA Letter to Conferees on Tax Cuts & Jobs Act
Nov. 22, 2017 CII letter to Chair and Ranking Member of the Senate Finance Committee on the Unrelated Business Income Tax and Public Pension Plans
Nov. 16, 2017 CII letter to Federal Reserve on boards of directors
Nov. 13, 2017 CII response to ISS 2018 Benchmark Survey
Nov. 9, 2017 Joint letter from CII, Ceres, ICCR, and US SIF regarding rule 14a-8
Attachment: An Investor Response to the U.S. Chamber's Proposal to Revise SEC Rule 14a-8
Nov. 9, 2017 CII joint letter to House Financial Services Committee on H.R. 4015 on legislation relating to proxy advisory firms
Oct. 25, 2017 CII letter to SEC on NASDAQ listing standard for SPACs
Oct. 19, 2017 California State Teachers’ Retirement System v. Alvarez amicus curiae brief
Oct. 18, 2017 CII letter to MongoDB on its dual-class IPO
Oct. 12, 2017 CII letter to FCA on proposed changes to premium listing requirements for sovereign controlled companies
Oct. 10, 2017 CII letter to SEC on human capital management disclosures
Oct. 6, 2017 CII letter to Switch Inc. on dynastic multi-class IPO
Sept. 22, 2017 CII letter to SEC on no-action relief relating to MiFID II
Sept. 13, 2017 CII letter to Roku on its dual-class IPO
Sept. 7, 2017 CII letter to SEC on regulatory agenda 
Aug. 28, 2017 CII letter to PCAOB on estimates and specialist proposals
Aug. 23, 2017 CII letter to Treasury on Capital Markets Report
Aug. 21, 2017 CII letter to SEC regarding rule 14a-8
Aug. 8, 2017 CII letter to SEC regarding new PCAOB auditor reporting standard
Aug. 4, 2017 CII letter to Hong Kong Exchange on New Board concept paper
Aug. 3, 2017 CII letter to MSCI responding to consultation on the treatment of non-voting shares
July 28, 2017 CII letter to Netflix on corporate governance concerns
July 20, 2017 CII letter to Speaker and Minority Leader regarding universal proxy rider
July 17, 2017 CII letter to House Subcommittee on Capital Markets, Securities, and Investment on Hearing on Cost of Being a Public Company
July 10, 2017 CII letter to Chair and Ranking Member of the House Appropriations Committee on universal proxy rider
July 7, 2017 CII letter to Senator Reed on the Cybersecurity Disclosure Act (S.536)
July 5, 2017 Joint letter from CII, Ceres, Interfaith Center on Corporate Responsibility, and US SIF requesting a meeting with SEC Chair to discuss Rule 14a-8
June 26, 2017 CII letter to Nasdaq on voting rights on private placements
June 20, 2017 CII letter to Blue Apron about its triple-class structure
June 19, 2017 CII letter to Canadian government on majority voting and annual elections
June 14, 2017 CII letter to FTSE Russell on voting rights consultation
June 8, 2017 CII letter to Broadridge Committee on virtual shareholder meeting technology
June 5, 2017 Email to House Speaker Ryan regarding Joint Statement on Defending Fundamental Shareholder Rights
Similar emails were sent to all members of the House of Representatives
May 17, 2017 Co-signed letter to Speaker of the House of Representatives Paul Ryan
Similar letters were sent to all members of the House of Representatives
May 1, 2017 Joint CII, Center for Audit Quality and CFA Institute letter to House Financial Services Committee on the Financial CHOICE Act
April 29, 2017 CII letter to House Financial Services Committee on mark-up of the Financial CHOICE Act
April 28, 2017 Testimony of Ken Bertsch before the Committee on Financial Services
April 27, 2017 CII submission to S&P Dow Jones on no-vote shares
April 24, 2017 CII letter to House Financial Services Committee on the CHOICE Act discussion draft
April 11, 2017 CII letter to XPO on exclusive forum bylaw
April 6, 2017 CII letter to Senate Banking Committee in response to request for proposals to foster economic growth
April 4, 2017 CII letter to IFRS Advisory Council Chair on updated CII policy
Attachment: Independence of Accounting and Auditing Standard Setters
March 29, 2017 CII letter to Duke Energy on virtual-only shareholder meeting (response) Similar letters sent to to Ford, ConocoPhillips (response), GEO Group, Union Pacific (response), IDEXX Laboratories (response), Pinnacle West Capital
March 29, 2017 CII letter to Singapore Stock Exchange on one share, one vote
March 29, 2017 CII letter to MSCI requesting consultation on exclusion of no-vote shares
March 24, 2017 CII letter to FTSE/Russell requesting consultation on exclusion of no-vote shares
March 23, 2017 Proposed questions for the confirmation hearing of SEC Chair Nominee Jay Clayton
March 15, 2017 Joint letter to National Economic Council on shareholder proposal process
March 13, 2017 CII letter to House Financial Services Committee members on JOBS Act hearing
March 9, 2017 Testimony before the SEC Investor Advisory Committee: Unequal Voting Rights in Common Stock
March 9, 2017 CII letter to house speaker and minority leader opposing H.R. 985
Feb. 22, 2017 Written Testimony to the Economic Matters Committee, Maryland House of Delegates, on HB 0589: "Corporate Bylaws and Election of Directors and Trustees"
Feb. 9, 2017 CII letter to to the Department for Business, Energy & Industrial Strategy of the U.K. Government in response to its Corporate Governance Reform Green Paper
Feb. 9, 2017 CII letter to House Financial Services Committee Chair on the Financial CHOICE Act and funding for the Governmental Accounting Standards Board
Feb. 3, 2017 CII letter to Snap on proposed multi-class post-IPO structure
Related: February 21 Snap response letter to CII
Jan. 12, 2017 CII letter to House Leadership on H.R. 78.
Dec. 28, 2016 CII comment letter to SEC on universal proxy
Dec. 8, 2016 CII Executive Director Ken Bertsch - Remarks to SEC Investor Advisory Committee
Nov. 10, 2016 CII letter to ISS on multi-class sunset provisions 
Nov. 10, 2016 CII letter to Congressional Leadership opposing riders
Oct. 26, 2016 CII letter to SEC on Subpart 400 of Regulation S-K
Oct. 18, 2016 CII letter to SEC on Exhibit Hyperlinks
Sept. 22, 2016 CII letter to SEC on 'Disclosure Update and Simplification' proposal
Sept. 20, 2016 CII letter to Capital Markets Subcommittee on corporate governance hearing
Sept. 12, 2016 CII letter to Chair and Ranking Member of the Committee on Financial Services regarding the CHOICE Act of 2016
Sept. 7, 2016 CII letter to Speaker of House and Minority Leader opposing H.R. 5424
See also: similar letters from CalSTRS and Americans for Financial Reform
Sept. 6, 2016 Co-signed CII letter to Senate Banking Committee on proposed legislation relating to proxy advisory firms
Aug. 30, 2016 CII/CAQ letter to SEC on Smaller Reporting Company Definitions
July 27, 2016 CII letter to PCAOB on proposed amendments to Audit Report Standards
July 15, 2016 CII letter to six agencies on incentive-based pay at certain financial institutions
July 8, 2016 CII letter to SEC on Regulation S-K Concept Release 
June 13, 2016 CII letter to the House Financial Services Committee on the Corporate Governance Reform and Transparency Act of 2016 (HR 5311)
June 13, 2016 CII letter to the House Financial Services Committee on the SEC Regulatory Accountability Act (H.R. 5429)
May 17, 2016 Legislative Proposals to Enhance Capital Formation, Transparency, and Regulatory Accountability - Statement of Ken Bertsch for the Subcommittee on Capital Markets and Government Sponsored Enterprises of the Committee on Financial Services
April 27, 2016 CII comment letter to Department of Justice on investor-company dialogue
April 14, 2016 CII comment letter to SEC on end-to-end vote confirmation
Feb. 23, 2016 CII comment letter to SEC on NASDAQ proposal on director pay transparency
Feb. 10, 2016 CII comment letter to Nasdaq on concept release on shareholder approval for certain stock issuances
Dec. 3, 2015 CII letter to FASB on proposed changes to financial reporting
Nov. 16, 2015 Statement of Amy Borrus for the Corporate Governance Roundtable hosted by Rep. Scott Garrett, United States House of Representatives: Panel 2: Examining the U.S. Proxy System: Is it Working for Everyone?
Nov. 5, 2015 CII letter to SEC on proxy-related matters
Sept. 17, 2015 CII letter to PCAOB on the board's Concept Release on Audit Quality
Sept. 14, 2015 CII letter to SEC on funding
Aug. 27, 2015 CII comment letter to SEC on clawbacks
Aug. 19, 2015 CII comment letter to SEC on audit committee disclosures
July 30, 2015 CII comment letter to PCAOB on disclosure of audit participants
July 1, 2015 CII letter to SEC on proxy related issues
June 25, 2015 CII letter to SEC on 953(a)
June 12, 2015 CII letter to SEC on voting requirement disclosure and certain other disclosures
May 26, 2015 CII letter to SEC on disclosure of preliminary vote tallies
May 6, 2015 CII letter to Delaware State Senators urging passage of SB 75 to eliminate fee-shifting bylaws
May 5, 2015 CII letter to New York State Assembly on remote shareholder meeting attendance
April 16, 2015 CII letter to SEC on hedging
March 25, 2015 CII letter to SEC on Scope and Application of Rule 14a-8 (i) (9)
March 5, 2015 CII letter to SEC on universal proxy
Feb. 5, 2015 CII letter to EU Parliament supporting "one share, one vote"
Jan. 30, 2015 CII letter to Japan’s Financial Services Agency on Draft Corporate Governance Code
Attachment: CII Corporate Governance Policies
Jan. 29, 2015 CII letter to ISS and Glass Lewis on proxy access
Jan. 13, 2015 CII letters on proxy access to Chipotle Mexican Grill, Anadarko Petroleum, Apache, Arch Coal, Cabot Oil & Gas, CF Industries, Cimarex Energy, Citigroup, Cloud Peak Energy, Community Health Systems, ConocoPhillips, Domino’s Pizza, eBay, Exelon, Expeditors International, FirstEnergy, FirstMerit, Kohl's, Marathon Oil, Noble Energy, SBA Communications and YUM! Brands
Jan. 10, 2015 CII letter to OECD on Principles of Corporate Governance 
Attachment: CII Corporate Governance Policies
Jan. 9, 2015 CII letter to SEC on proxy access at Whole Foods
Jan. 8, 2015 CII letter to Whole Foods on proxy access
Dec, 5, 2014 CII letter to the Washington Post on Fee-Shifting Bylaws
Dec. 5, 2014 CII letter to Prime Minister of Japan on proposed corporate governance code
Attachment: CII Corporate Governance Policies
Nov. 25, 2014 CII letter to Delaware Bar Chair of Section of Corporation Law on fee-shifting provisions
Nov. 18, 2014 CII letter submitted to the Wall Street Journal regarding Delaware shareholder lawsuits
Nov. 13, 2014 CII letter to prudential regulators on re-proposed rules for uncleared swap margin
Oct. 2, 2014 Jeff Mahoney's remarks to PCAOB Standing Advisory Group
Aug. 21, 2014
Aug. 15, 2014 CII letter to PCAOB on Imposing Transparency of Audits
Aug. 6, 2014 CII letter to SEC on pay for performance provision of Dodd-Frank
Aug. 1, 2014 CII letter to European Parliament on shareholder rights directive
July 23, 2014 CII Letter to Subcommittee on Capital Markets re SEC hearing
July 15, 2014 CII letter to Speaker Boehner and Minority Leader Pelosi opposing H.R. 5016 the Financial Services and General Government Appropriations Act of 2015
July 9, 2014 CII letter to Prime Minister of Japan on proposed corporate governance code (English)
Attachment: CII corporate governance policies
July 9, 2014 CII letter to Prime Minister of Japan on proposed corporate governance code (Japanese translation)
Attachment: CII corporate governance policies
July 8, 2014 CII letter to SEC on Committee on Capital Markets Regulation recommendation regarding zombie directors
July 3, 2014 CII letter to Seventh Circuit enclosing amicus curiae brief 
CII amicus curiae brief in the Corre Opportunities Fund, et al. v. Emmis Corp
June 25, 2014 SEC response to CII's May 22 letter on proxy distributors, universal proxy cards and director compensation
June 13, 2014 CII letter to Senator Townsend supporting DE bill barring fee-shifting bylaws
June 11, 2014 CII letter to the Financial Reporting Council on proposed revisions to the U.K. Corporate Governance Code
May 22, 2014 CII letter to the SEC on proxy distributors, universal proxy cards and director compensation
May 22, 2014 CII letter to Japanese Legislature in support of corporate governance reforms
May 22, 2014 CII letter to Japanese Prime Minister in support of corporate governance reforms
May 6, 2014 Joint CII, CAQ letter to the House Financial Services Committee on HR 2629
April 30, 2014 CII letter to Congress on proposed bills to amend JOBS Act
April 10, 2014 CII letter to the PCAOB on auditor’s reporting model
Attachment
March 31, 2014 CII letter to SEC on director pay transparency
March 27, 2014 CII letter to NYSE on one share, one vote
March 27, 2014 CII letter to NASDAQ on one share, one vote
March 27, 2014 CII letter to the London Stock Exchange on one share, one vote
March 27, 2014 CII letter to the Hong Kong Exchange on one share, one vote
March 26, 2014 CII letter to SEC on asset-backed securities
March 19, 2014 CII letter to NASDAQ on majority voting listing standard
March 19, 2014 CII letter to NYSE on majority voting listing standard
March 17, 2014 CII letter to PCAOB: Improving the transparency of audits
March 11, 2014 CII letter to SEC on Draft Strategic Plan
March 6, 2014 CII letter to SEC on proxy distributors
Feb. 24, 2014 CII letter to Industry Canada regarding its Consultation on the Canada Business Corporations Act
Feb. 11, 2014 CII letter to the Office of the Comptroller of the Currency on proposed national banking rules
Jan. 8, 2014 CII letter to IAASB on International Standards on Auditing 
Attachment: Dec. 16, 2013 Letter to PCAOB on Proposed Auditing Standards
Attachment: Dec. 16, 2013 Responses to Select Questions
Jan. 8, 2014 CII letter to SEC on universal proxy cards
Dec. 16, 2013 CII letter to PCAOB on Rulemaking Docket Matter 034, entitled, "Proposed Auditing Standards"
Attachment: CII Responses to Select Questions
Dec. 12, 2013 CII letter to Senate Judiciary Committee on forced arbitration clauses in corporate bylaws
Dec. 11, 2013 CII letter to SEC regarding forced arbitration clauses in corporate bylaws
Dec. 3, 2013 CII comment letter to House leadership on The Small Business Capital Access and Job Preservation Act
Nov. 21, 2013 CII letter to Canadian Securities Administrators on consultation paper regarding proxy voting infrastructure
Nov. 6, 2013 CII letter to SEC on the proposed rule to implement section 953(b) of the Dodd-Frank Act
Attachment: Proposed Rule to Implement Section 953(b) of the Dodd-Frank Act
Aug. 16, 2013 CII letter to SEC regarding pay versus performance
Aug. 2, 2013 CII Advisory Council members' letter to NYSE on majority voting for directors
Aug. 2, 2013 CII Advisory Council members' letter to NASDAQ on majority voting for directors
Aug. 1, 2013 CII letter to Nabors Industries about voting procedures
July 11, 2013 CII letter to the Canadian Securities Administrators on proposal to enact significant changes to its early warning reporting system
June 26, 2013 CII letter to Senate Banking Committee on nomination hearing for new SEC commissioners
Attachment - issues for nominees to be a member of the SEC
June 20, 2013 CII letter to NYSE on requiring directors to be elected by majority vote
Attachment - proposed listing standards
June 20, 2013 CII letter to Nasdaq on requiring directors to be elected by majority vote
Attachment - proposed listing standards
June 13, 2013 CII letter to SEC on proxy advisory firms
June 5, 2013 Statement of Ann Yerger to House Financial Services Subcommittee on Capital Markets and Government Sponsored Enterprises: Examining the Market Power and Impact of Proxy Advisory Firms
May 23, 2013 CII letter to PCAOB on adding audit partner name to auditor's report
May 17, 2013 CII letter to SEC regarding proxy distributors
May 15, 2013 CII letter to House leadership opposing cost-benefit requirements on SEC rulemaking
May 9, 2013 CII follow-up letter to the SEC on potential misuse of Rule 10b5-1 trading plans
May 1, 2013 CII letter to Senate Committee on Agriculture, Nutrition & Forestry on CFTC enforcement of central clearing and trading requirements of Dodd-Frank and CFTC funding
April 26, 2013 CII follow-up letter to SEC supporting unbundling management proposals on the proxy
April 22, 2013 CII letter to Mass SJC on the timing of shareowner meetings
April 5, 2013 CII letter to SEC about NYSE proposed rule relating to success fee for enhanced brokers’ internet platforms
March 26, 2013 Delaware bar association response to CII's October 25, 2012, letter on majority voting
March 26, 2013 SEC response letter to the March 13 letter on unbundling proxy proposals
March 13, 2013 CII letter to SEC supporting unbundling management proposals on the proxy
March 11, 2013 CII letter to Senate Banking on nomination of Mary Jo White to chair SEC
  Attachment: candidate questions
Jan. 7, 2013 CII letter to NYSE on Simon Property Group stock incentive plan
Dec. 28, 2012 CII letter to SEC on potential misuse of Rule 10b5-1 trading plans for executive sales of company stock
Dec. 10, 2012 CII follow-up letter to NYSE meeting on dual-class stock
Nov. 5, 2012 CII letter to Toronto Stock Exchange on proposed listing requirement for majority voting for directors
Attachments:
CII letter to ABA on majority voting for directors
Proposed amendments to Model Business Corporation Act
CII letter to Delaware bar association on majority voting for directors
Proposed amendments to Delaware General Corporation Law
Nov. 1, 2012 CII letter to SEC on NYSE proposed listing standards for compensation committees
Attachment: CII corporate governance policy on independent directors
Nov. 1, 2012 CII letter to SEC on Nasdaq proposed listing standards for compensation committees
Attachment: CII corporate governance policy on independent directors
Oct. 31, 2012 Response letter from Delaware bar association on majority voting for directors
Oct. 25, 2012 CII letter to ABA on majority voting for directors
Attachment: Proposed amendments to Model Business Corporation Act
Oct. 25, 2012 CII letter to Delaware bar association on majority voting for directors
Attachment: Proposed amendments to Delaware General Corporation Law
Oct. 2, 2012 CII letter to NYSE urging end to new listings of dual-class stock companies
Oct. 2, 2012 CII letter to Nasdaq urging end to new listings of dual-class stock companies
Sept. 27, 2012 CII comment letter to SEC in response to proposed JOBS Act rule on general solicitation
Sept. 21, 2012 CII letter to Committee on Homeland Security and Governmental Affairs on the Independent Agency Regulatory Analysis Act
Sept. 20, 2012 CII letter to IAASB on auditor reporting
Aug. 16, 2012 CII letter to SEC on Section 201(a) of the JOBS Act
Aug. 10, 2012 CII letter to 18 banks regarding Libor integrity (example: Barclays)
Recipients included all Libor-reporting banks. Click on any linked bank's name to view their response:
Bank of America, Barclays, BNP Paribas, Citibank, Credit Agricole, Credit Suisse, Deutsche Bank, HSBC, JPMorgan Chase, Lloyds Banking Group, Norinchukin Bank, Rabobank, Royal Bank of Canada, Royal Bank of Scotland, Societe Generale, Sumitomo Mitsui, Tokyo-Mitsubishi UFJ, UBS
Aug. 9, 2012 CII letter in response to SEC's request for public comments on Title I of the JOBS Act
July 31, 2012 Joint letter from CII and CAQ opposing H.R. 6161
July 23, 2012 CII letter to SEC in support of Dodd-Frank Act
July 20, 2012 CII letter to Senate Banking Committee, House Financial Services Committee, Treasury, SEC, White House and FINRA on CII's JOBS Act issue briefs
Attachment: See JOBS Act Issue Briefs page
May 10, 2012 CII letter to PCAOB on unusual transactions
March 22, 2012 Joint letter from CII and Center for Audit Quality to Senate on the JOBS Act
March 8, 2012 CII letter to House Appropriations Committee on SEC funding
March 7, 2012 CII letter to House leadership on capital formation
March 1, 2012 CII letter to Senate Banking Committee on capital formation
Feb. 3, 2012 CII letter to Banking Committee regarding Morrison white paper
Attachment: Morrison v. National Australia Bank: The Impact on Institutional Investors
Feb. 3, 2012 CII letter to Financial Services Committee regarding Morrison white paper
Attachment: Morrison v. National Australia Bank: The Impact on Institutional Investors
Jan. 23, 2012 Delaware bar association second response to CII Aug. 11, 2011, letter on majority voting for directors
Jan. 5, 2012 CII letter to PCAOB on audit transparency