Council of Institutional Investors

CII Policies

CII has developed a comprehensive body of corporate governance best practices on matters including executive compensation, CEO succession and board diversity. We also have policies on other investment-related issues of interest to institutional investors, such as credit rating agencies and the independence of accounting standard-setters. Our policies provide a foundation from which CII advocates on matters of importance to members.

How CII policies are made: The nine non-officer members of CII's Board of Directors serve as CII’s Policies Committee. They suggest ideas for policies, guide staff on policy drafts and decide which proposed policies to submit to the full board. If approved by the committee, a proposed policy becomes subject to a comment period open to all CII members, a subsequent vote by the full board and a final vote by CII General Members.

Draft policies open for comment:General Members an Associate Members are welcome to comment through the Policies Committee page on draft language that would expressly support shareholders' ability to propose bylaw amendments that become effective upon the approval of a majority of outstanding shares. The committee will review and discuss all comments submitted prior to any further action. The comment period closes May 24.

Suggest policy topics: Members are welcome to suggest policies to CII directors or staff and may comment on proposed policies through the Policies Committee page or by contacting CII Director of Research Glenn Davis.

View CII corporate governance policies:

  1. Introduction
  2. The Board of Directors
  3. Shareowner Voting Rights
  4. Shareowner Meetings
  5. Executive Compensation
  6. Director Compensation
  7. Independent Director Definition
View CII policy on Investor Expectations for Newly Public Companies

View CII policies on other issues:
  1. Best Disclosure Practices for Institutional Investors
  2. Credit Rating Agencies
  3. Effective and Efficient Proxy Voting
  4. Financial Gatekeepers
  5. Guiding Principles for Trading Practices, Commission Levels, Soft Dollars and Commission Recapture
  6. Independence of Accounting and Auditing Standard Setters
  7. Support of Defined Benefit Plans
  8. Value of Corporate Governance