Council of Institutional Investors

Section: January 5, 2023 | Vol. 28, Issue 1
Governance News this Week
Publicly listed companies in Japan would be required to provide environmental, social and governance disclosures in their annual filings beginning this spring, under a new amendment to the Financial Instruments Exchange Act of Japan (FIEA) proposed by the country’s Financial Services Agency (FSA).
Governance News this Week
The SEC released on January 4 an updated regulatory agenda that shows a very busy April for the commission.
Governance News this Week

Glass Lewis (GL) published its 2023 policy guidelines with the following noteworthy changes to its proxy voting recommendations in areas such as board diversity, board oversight of ESG, overboarding, board oversight of climate-related issues, officer exculpation and long-term incentives:
SEC Actions in Q4 2022

The SEC adopted a final clawback rule October 26 that requires securities exchanges to mandate that listed companies have policies providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers.
SEC Actions in Q4 2022
The SEC November 2 approved a final rule that changes how institutional investment managers are required to report on how they vote their proxies and lend shares.
SEC Actions in Q4 2022
Corporations should provide investors with more information about the taxes they pay on a country-by-country basis, said several speakers and panelists during a December 8 meeting of the SEC’s Investor Advisory Committee (IAC) moderated by James Andrus, interim managing investment director of sustainable investing at CalPERS.
SEC Actions in Q4 2022
The SEC unanimously approved December 14 final rules that close loopholes and enhance the transparency of executive trading plans in company stock.
SEC Actions in Q4 2022
The SEC voted unanimously December 14 to propose enhancements to monthly disclosures available to investors to assess the quality of trade execution for stocks listed on national exchanges.
SEC Actions in Q4 2022
The SEC reopened the public comment periods for 11 rulemaking releases and one request for comment “due to a technological error that resulted in a number of public comments submitted through the commission’s internet comment form not being received by the commission.
DOL Action in Q4 2022
The Department of Labor (DOL) November 22 issued a final rule that allows private-sector retirement plan fiduciaries to consider climate change and other environmental, social and governance factors when they select retirement investments and vote proxies.
Capitol Hill Happenings in Q4 2022
The minority staff of the Senate Banking Committee released a report last month entitled “The New Emperors: Responding to the Growing Influence of The Big Three Asset Managers.”
Capitol Hill Happenings in Q4 2022

House Financial Services Committee Ranking Minority Member Patrick McHenry (R-N.C.) sent a letter October 3 to National Security Advisor Jake Sullivan expressing concern about press reports that President Biden may issue an executive order under the International Emergency Economic Powers Act, to regulate “certain [outbound] investment flows to China.”
Capitol Hill Happenings in Q4 2022
Rep. Patrick McHenry (R-N.C.) and House Judiciary Committee Ranking Member Jim Jordan (R-Ohio), House Oversight and Reform Committee Ranking Member James Comer (R-Ky), and House Financial Services Subcommittee on Oversight and Investigations Ranking Member Tom Emmer (R-Minn.) also sent Gensler a letter November 1 questioning the communications platforms that the SEC uses for official business.
Capitol Hill Happenings in Q4 2022
Despite the amendments adopted by the SEC in November 2020 calling on employers to disclose human capital measures or objectives that a company deems material to its business, the disclosures that are currently being provided by companies are inadequate and are not standardized, said a number of witnesses testifying at a December 8 hearing on “E, S, G and W: Examining Private Sector Disclosure of Workforce Management, Investment, and Diversity Data.”
Capitol Hill Happenings in Q4 2022
A Republican and a Democrat in Congress sent SEC Chair Gary Gensler a letter December 7, asking the commission to provide more information about how investors will be better served under its new plans to reform market structure than by the existing structure.
CII Accomplishments in Q4 2022
Governance Guide: Entrenchment Devices, a new members-only guide published by CII provides a basic overview of how entrenchment devices in corporate bylaws and charters can restrict shareholders’ rights and explains CII’s member-approved policies on these devices.
CII's Accomplishments in Q4 2022
Copies of each of the CII letters listed can be found on the Correspondence, Legal Briefs and Testimony section of the CII website.
CII's Accomplishments in Q4 2022