In Focus

CII Board Names Alec Stais Chair of General Members Advisory Council

The CII Board of Directors appointed Alec Stais, CIO of the Employees’ Retirement System of Rhode Island, to chair the new General Members Advisory Council (GMAC) for 2019-2020. The board also named 13 other voting member representatives to the panel, which will be a sounding board for CII on issues, trends, proposed policy development, speakers and membership benefits. The GMAC draws from across all CII voting member constituencies and is modeled on CII’s successful advisory committees for Associate Members, the Corporate Governance Advisory Council and the Markets Advisory Council.

CII Board Appoints New Committee Leaders for 2019-2020

The CII board named Aeisha Mastagni, portfolio manager, California State Teachers’ Retirement System, to chair the Policies Committee for 2019-2020. The Policies Committee is comprised of the non-officer members of the board. It reviews and updates CII policies on corporate governance and other issues. The board also appointed Louis Malizia, assistant director for capital strategies, at the Teamster Affiliates Pension Plan, and Gianna McCarthy, director of corporate governance, New York State Common Retirement Fund, as co-chairs of the Shareholder Advocacy Committee. That committee is a forum for members to discuss their governance and other stewardship initiatives. To strengthen CII’s focus on global governance issues, the board named a steering committee co-chaired by Linda Giuliano and Margriet Stavast-Groothuis to oversee the International Governance Committee. Stavast-Groothuis is senior advisor for responsible investment at PGGM Investments of the Netherlands. Giuliano is senior vice-president and head of responsible investment at Alliance Bernstein.

CII Promotes Sunsets for Dual-Class Shares in WSJ, Pensions & Investments

In an April 1 op-ed in Pensions & Investments and a March 28 letter to the editor of the Wall Street Journal, CII argued for dual-class companies to adopt time-based sunsets to convert to a single class of common stock with equal voting rights. In the op-ed, Deputy Director Amy Borrus wrote that dual-class structures that give founders super-voting shares “let the founders govern the company as supreme monarchs in perpetuity while taking a ‘let them eat cake’ attitude toward their investors.” CII’s letter to the WSJ criticized a Journal editorial that defended Lyft’s decision to go public with a dual-class share structure with unequal voting rights. The editorial took a swipe at CII’s opposition to dual-class companies. CII Executive Director Ken Bertsch wrote that the editorial missed CII’s specific request of Lyft – to sunset its new dual-class stock structure within seven years of IPO. “While one-share, one-vote worked for Lyft as a private company,” wrote Bertsch, “its board believes that as a public company founders should have 20 votes per share.” That may be fine in the short-term, Bertsch said, but “do not pretend that IPO markets can adequately price in the risk of this structure 10, 20, 30 years down the road.”


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CII Priorities

Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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