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Are Voting Guidelines Ruling Your Business?

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Recent legislative and regulatory decisions giving shareholders more influence over the governance of U.S. listed companies has motivated corporate boards and management to engage with shareholders -- with unintended consequences. There has been a dramatic rise in the number of proxy issues that have to be voted on by shareholders. Under SEC rules, many institutional investors have a fiduciary obligation to cast a vote on every item that comes before them, leading many to outsource their voting decisions to proxy advisors. The two largest proxy advisory firms -- Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) -- control most of the proxy advisory market and have thousands of institutional clients, meaning that the corporate governance policies of these two companies affect a significant proportion of shareholder votes. The authors studied proxy voting on 264 stock option repricings for 251 individual firms and found that those repricings that were more aligned with proxy advisory firm guidelines experienced lower stock returns, weaker operational performance and a higher likelihood of executive and employee turnover. This negative impact on shareholder value suggests that there is a need to better understand the role of proxy advisors' recommendations on other more important voting issues such as executive compensation, director elections or equity compensation plans. The regulatory debate on the U.S. proxy advisory industry is important worldwide, as the SEC's regulatory choices are a benchmark for other national and regional regulatory bodies.

【書誌情報】

ページ数:5ページ

サイズ:A4

商品番号:HBSP-IIR119

発行日:2014/6/19

登録日:2014/12/1

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