CII focuses on issues that provide its members with the information they need to make informed investment and proxy voting decisions and to hold boards accountable:
Mainstream investors are coalescing around the notion that the future of corporate reporting includes standardized disclosures that give them the ability to monitor practices and performance related to long-term sustainability. CII members approved a statement on corporate disclosure of sustainability performance and a statement on company disclosure that help frame CII’s stance on this issue.
Majority-Supported Shareholder Proposals
CII's corporate governance policies call upon boards to implement majority-supported shareowner proposals. Since 1996, CIl each year has monitored majority-supported shareowner proposals at Russell 3000 companies and pressed for action by sending letters to the boards to adopt the shareowner-supported changes.
CII supports reforms to ensure meaningful director elections centered on fairness and accountability to the company's owners. We work collaboratively with companies, other market participants and policymakers to ensure that director elections provide investors with a valuable monitoring mechanism. Those efforts involve majority voting, “zombie” directors, proxy access and universal proxies.
“One share, one vote” is a bedrock principle of good corporate governance. When a company taps the capital markets to raise money from public investors, those investors should have a right to vote in proportion to the size of their holdings. Companies with two or more classes of common stock with differential voting rights enable their founders to wield control far beyond their equity stake, with little interference from boards they effectively control. CII has pressed dual-class IPO companies to include reasonable time-based “sunset” provisions in their charters.
Pension funds and other institutional investors may face legal requirements or public pressure to divest securities in their portfolios for social or political reasons. But the prospect of selling securities for non-financial reasons poses difficult considerations for fund trustees and staff such cost considerations and fiduciary responsibilities.