In Focus

Broadridge Study Group Publishes Virtual Annual Meetings Guide

A study group convened by Broadridge Financial Solutions published a guide April 11 to help companies conduct virtual annual meetings. The guide, "Principles and Best Practices for Virtual Annual Shareowner Meetings," outlines five principles that every company should consider before conducting a virtual shareowner meeting, and recommends a dozen specific best practices. According to the guide, 236 of the more than 4,400 U.S. annual shareholder meetings held in 2017 had a virtual component. The study group that produced the report is comprised of 17 representatives of institutional and retail investors, public companies and proxy and legal service providers. The guide took no position on virtual-only meetings. CII policies support hybrid virtual meetings that allow shareholders to attend in person. For CII’s perspective on annual meetings, see Build a Better Meeting: Five Tips for U.S. Companies Looking to Convene a Shareholder-Oriented Shareholder Meeting.

CII Report Reflects Frank Views on Executive Pay

A CII report on the views of a wide range of stakeholders on executive compensation reflects growing skepticism about current pay-for-performance practices. The report summarizes and paraphrases comments shared at a Jan. 9, 2018, roundtable on pay that CII hosted in Denver with representatives of asset owners, asset managers, unions, companies and think tanks. Participants expressed a range of views about the magnitude of executive compensation, design of pay plans, compensation disclosure and say-on-pay votes. While the opinions varied widely on some of the topics, there was shared frustration with the complexity of pay plans and shared skepticism about the value of performance-based pay. Many participants expressed interest in long-term compensation that relies more on base pay and time-restricted stock. The roundtable was part of an ongoing CII initiative to review and potentially revise CII policies on executive compensation to better reflect changing views of the membership about pay policies and practices.

CII Members Elects New Board for 2018-19

CII has elected its board of directors for 2018-19, and named Ashbel Williams, executive director and CIO, Florida State Board of Administration (SBA), board chair. CII members also have elected board officers, including co-chairs Mike Garland, a New York City assistant comptroller; Mary Francis, corporate secretary and chief governance officer, Chevron Corp.; and John Keenan, corporate governance analyst, AFSCME Employees Pension Plan. The treasurer is Scott Zdrazil, senior investment officer—corporate governance, Los Angeles County Employees Retirement Association. The secretary is Cambria Allen, corporate governance director, UAW Retiree Medical Benefits Trust.

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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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