Council of Institutional Investors Initiatives

  • CII Pushes for Prompt SEC Action in Several Corporate Finance Areas: On September 7, 2017, Jeff Mahoney, the general counsel for the CII, sent a letter to the SEC recommending prompt action on the “Universal Proxy,” “Listing Standards for Erroneously Awarded Compensation,” and “Disclosure of Hedging by Employees, Officers and Directors” projects. All of the projects are listed on the SEC’s Corporation Finance agenda as long-term actions.

  • In September CII adopted the following policy: “Shareowners also should have meaningful ability to propose bylaw amendments that become effective upon the approval of a majority of outstanding shares.” This follows the adoption of an ISS voting policy last year to recommend against the election of governance committee board members at issuers where stockholders were unable to amend the bylaws.

  • CII Urges SEC to Explore Human Capital Management Disclosure: On October 10, 2017, CII sent a letter to SEC Chairman Jay Clayton urging the SEC to consider the need for enhanced corporate disclosure of human capital management. The letter noted that while human capital and talent development “clearly is a key value driver and potentially a key competitive advantage for a company (and a critical risk if mismanaged), many of [its] members have concerns that public company disclosures in this area are not sufficiently robust.”

  • Investor Groups Contest Myth of Shareholder Proposal “Overload”: On October 10, 2017, CII, CalSTRS, ICCR, CERES and other investor groups provided SEC Chairman Jay Clayton with data contesting the idea that shareholder proposals are excessively burdensome for U.S. public companies. Research on proposals filed in 2004–2017 shows that most U.S. companies do not receive shareholder proposals. CII’s data indicate that only 13% of Russell 3000 companies received a shareholder proposal in a particular year, but larger companies were far more likely to receive shareholder proposals.