Council of Institutional Investors

Section: July 14, 2022 | Vol 27, Issue 26 (Q2)
Governance News this Week

CII’s Shareholder Advocacy Committee hosted a proxy season wrap up webinar July 11 during which the following CII members shared their 2022 proxy season initiatives and offered a glimpse of their plans for 2023.
Governance News this Week

The SEC on July 13 rescinded key provisions in its 2020 rules that had set onerous requirements for proxy advisors and proposed clarifying three of the bases for exclusion that companies may use to omit shareholder proposals from their proxy statements
News from the SEC

The commission gave investors more time to review and comment on its 490-page proposed rulemaking on standardizing climate-related disclosures, which was released in March.
News from the SEC

The SEC May 25 proposed two new rules that would give investors more clarity about investment funds that take environmental, social and governance (ESG) factors into account.
News from the SEC
The SEC asked the public to provide comments and information about whether index providers, model portfolio providers, and pricing services are, in certain circumstances, acting as “investment advisors” under the Investment Advisors Act of 1940.
News from the SEC

The SEC’s Investor Advisory Committee (IAC) discussed accounting of non-traditional financial information and climate disclosure during a June 9 meeting.
News from the SEC

The SEC June 8 reopened the comment period for its proposed clawback rule. The extension was the SEC’s third request for comments on the clawback rule, with comments previously requested on proposals published in July 2015 and October 2021.
News from the SEC

The Biden Administration on June 22 published its Spring 2022 Unified Agenda of Regulatory and Deregulatory Actions, which reports on the actions administrative agencies plan to issue in the near and long term.
News from the SEC
Mark Uyeda was sworn in as an SEC commissioner June 30.
News from Capitol Hill

Senate Republicans on April 4 unveiled a discussion draft of the JOBS Act 4.0 , a laundry list of more than two dozen proposed bills intended to ease regulatory requirements for entrepreneurs, public companies, broker dealers and others
News from Capitol Hill

Senate Banking Committee Ranking Member Pat Toomey (R-Penn.) and Sen. Dan Sullivan (R-Alaska) on May 18 introduced the Investor Democracy is Expected (INDEX) Act that would amend the Investment Advisers Act of 1940 to require investment advisors of passively managed funds and hold more than 1% of a company’s stock to vote proxies in accordance with the instructions of their investors—not at the discretion of the advisor.
News from Capitol Hill

Republicans on Capitol Hill sent strongly worded letters to the SEC and the National Association of State Retirement Administrators (NASRA) to try to block the SEC’s proposed climate disclosure rules and to stunt the growth of investments in ESG funds.
News from Capitol Hill

Two days after Republican lawmakers wrote to SEC Chair Gensler criticizing the SEC’s proposed climate disclosure rules, Democratic senators fired back with letters urging Gensler to finalize the rules and suggesting improvements to various provisions in them.
News from Capitol Hill

A FY 2023 funding bill for the SEC and several other federal agencies, contains a provision prohibiting funds to be used to implement the proxy advisor rules that the commission issued in July 2020.
CII's Accomplishments this Quarter
CII’s April 8 letter to the SEC sought clarification of a section of the proposed amendments to Rules 13D and 13G that provides an exemption for investors, such as CII member funds, permitting them to continue to communicate and consult with each other, jointly engage with companies and execute certain transactions without being subject to regulation as a group.
CII's Accomplishments this Quarter
Responding to a March 24 request from House Financial Services Committee Chair Maxine Waters (D-Calif.), CII sent a letter April 13 explaining the actions that its members have taken as a result of Russia’s aggression in Ukraine.
CII's Accomplishments this Quarter
CII’s May 9 letter to the SEC on the commission’s proposed rules on cybersecurity risk management said the rules will improve "the ability of investors to analyze risk at the company level, while also conveying systemic benefits to investors, consumers and U.S. economic security."
CII's Accomplishments this Quarter
CII sent a letter May 19 to the SEC generally supporting the basic disclosure requirements in the commission’s March 21 proposed rule on “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” but also recommending changes to the proposed initial compliance dates and to the threshold for the proposed footnote disclosure on climate-related metrics and impacts.
CII's Accomplishments this Quarter
In a June 2 letter to Senate Banking Committee Chair Sherrod Brown (D-Ohio) and Ranking Committee Member Pat Toomey (R-Penn.), CII urged Congress to include the Multi-Class Accountability Act in the JOBS Act 4.0. The letter also strongly opposed several provisions in the discussion draft of the JOBS Act 4.0.
CII's Accomplishments this Quarter
In a June 9 letter to the SEC, CII encouraged the commission to move forward with proposed disclosure and accountability reforms to the process by which private companies enter to the public markets via shell companies known as Special Purpose Acquisition Companies (SPACs).
CII's Accomplishments this Quarter
CII and Railpen announced June 13 the launch of the Investor Coalition for Equal Votes (ICEV) a new collective investor initiative to push back against unequal voting rights at portfolio companies.
CII's Accomplishments this Quarter
In a June 23 letter , CII provided the SEC with additional feedback on its proposed clawback rule
CII's Accomplishments this Quarter
CII produced a large number of webinars and podcasts during this quarter.