CII Policies

CII has developed a comprehensive body of corporate governance best practices on matters including executive compensation, CEO succession and board diversity. We also have policies on other investment-related issues of interest to institutional investors, such as credit rating agencies and the independence of accounting standard-setters. Our policies provide a foundation from which CII advocates on matters of importance to members. They are best-practice guidelines but are not binding on CII members.

How CII policies are made: The nine non-officer members of CII's Board of Directors serve as CII’s Policies Committee. They suggest ideas for policies, guide staff on policy drafts and decide which proposed policies to submit to the full board. If approved by the committee, a proposed policy becomes subject to a comment period open to all CII members, a subsequent vote by the full board and a final vote by CII General Members.

Draft policies open for comment: CII members are encouraged to comment on draft CII policies through the Comment Opportunity Tracker.  Policies Committee meeting materials include all responses received, verbatim. The committee discusses whether to revise or maintain the draft language in light of the input.

Suggest policy topics: Members are welcome to suggest policies to CII directors or staff and may comment on proposed policies through the Policies Committee page or by contacting CII Deputy Director Glenn Davis.

View CII Policies on Corporate Governance:

  1. Introduction
  2. The Board of Directors
  3. Shareowner Voting Rights
  4. Shareowner Meetings
  5. Executive Compensation
  6. Director Compensation
  7. Independent Director Definition
View CII Policies on Other Issues:
  1. Best Disclosure Practices for Institutional Investors
  2. Credit Rating Agencies
  3. Corporate Disclosure of Sustainability Performance
  4. Effective and Efficient Proxy Voting
  5. Financial Gatekeepers
  6. Guiding Principles for Trading Practices, Commission Levels, Soft Dollars and Commission Recapture
  7. Independence of Accounting and Auditing Standard Setters
  8. Investor Expectations for Newly Public Companies
  9. Statement on Company Disclosure
  10. Statement on Index Provider Consultation Processes
  11. Statement on Stock Sales by Insiders
  12. Support of Defined Benefit Plans