Key issues: Proxy access

Companies got some clarity on the future of shareholder proxy access for director nominations in September 2011 when the SEC announced it would not appeal the court decision that rejected the proxy access Rule 14 a-11. At the same time, SEC Chairman Mary Schapiro lifted the stay on the amendment to Rule 14 a-8 (also called "private ordering"), which allows shareholders to file proxy access bylaw proposals without facing possible exclusion from the proxy statement. Under the amendment, shareholders would first need to submit a proposal to change the company’s bylaws to allow proxy access. If successful, they could then in the subsequent year propose their own director nominees for inclusion in the company’s proxy materials.

Directors can prepare for this possibility by:

• Anticipating an increase in the number of proxy access proposals— shareholders would only need $2,000 in company stock and to have held it for one year.
• Reviewing company bylaws and potentially amending them to include more robust advance notice mechanisms and conditions for shareholder nominations.
• Ensuring that there is regular shareholder engagement to identify and address concerns related to director nominations.

• Bribery and corruption
• CEO and board chair roles
• Executive compensation and say on pay
• Financial regulatory reform
• IFRS
• IT governance
• Mergers & acquisitions
• Risk management
• Strategy and growth
• Succession planning
• Sustainability and climate change
• Whistleblower bounty program