The Shareholder ForumTM

Electronic Participation in Shareholder Meetings

Forum Home Page [see Broadridge note below]

"E-Meetings" Home Page

"E-Meetings" Program Reference

 

The article below was published in Agenda, a Financial Times private subscription service for corporate directors, and is presented with permission.

Note: Frank Zarb of Katten of Katten Muchin Rosenman, quoted below as a former special counsel with the SEC on the significance of problems with proxy advisers, is a member of the Forum's Program Panel for "E-Meetings."

 

Agenda, August 30, 2010 article

 

 
The week's news from other boardrooms

 

 

 

Article published on August 30, 2010

One proxy advisory firm is trying to open the debate on setting corporate governance standards — and save its flailing business — by turning itself into a nonprofit institution.

Proxy Governance Inc. (PGI), which is in the process of searching for funding, is floating a business proposal that would make its proxy advisory recommendations free for retail investors to access. In an effort to open the corporate governance debate, the new institution, dubbed Proxy Governance Institute, would allow third-party institutions, such as mutual funds, to share their voting advice on the company’s platform. Investors and issuers would also be able to appeal the proxy advisor’s recommendations (for a “non-burdensome” fee, according to the proposal).

The goal of the new institution is to increase retail investor voting and offer a meaningful alternative to ISS. The idea is not new. Retail voting has fallen in the past couple of years because of the elimination of broker voting in director elections and the SEC’s e-proxy rules. MoxyVote.com, which launched last fall, provides a platform for retail investors to collect information about how other investors are voting on a proxy ballot and then cast their own votes. However, Proxy Governance’s COO, Michael Ryan, says his business plan will expand upon the work MoxyVote has already laid out by offering professional recommendations and research.

PGI’s plan to overhaul its business model sounds good to those that claim ISS has a monopoly in the proxy advisory industry. But that market dominance by ISS could present challenges for PGI.

Many funds are dependent on the services ISS offers that go beyond proxy voting recommendations, says one professional involved with proxy voting for a mutual fund. That includes company-specific data and customized proxy voting guidelines that ISS offers. For example, a fund can give ISS a list of its own proxy voting guidelines to follow when issuing specific proxy voting recommendations for the fund, even if the guidelines are in conflict with what ISS considers best practices.

Another challenge could be to get other parties that the reconstituted Proxy Governance Institute will rely on for funding and viability to buy into the concept, says one expert familiar with the proxy advisory industry who asked not to be named.

Under its new business plan, PGI would be funded through initial grant money and would sustain its funding through possibly charging a fee for institutional investors to access its data and recommendations. Retail investors would be able to access the information for free through their brokerage accounts. The company is also considering charging issuers a small fee for data and research.

Despite the challenges, Ryan says he’s determined to make the change as PGI continues to lose money under its current business strategy. “I’ve told people there’s two ways this can go, success or failure,” he says. “The only outcome I can guarantee at this point is failure, and that’s if we do nothing.”

 

|| Copyright ||

An Information Service of Money-Media,
a Financial Times Company

 

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to e-mtg@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.