If Democratic New York Senator Charles ‘Chuck’ E Schumer has his way, shareholders of US-quoted companies can expect to see their ownership rights significantly enhanced. Schumer’s move was flagged in late April but reports are coming in that the Bill will be presented this week.
Schumer’s Shareholder Bill of Rights Act of 2009 has a very clearly stated goal: “to prioritize the long-term health of firms and their shareholders”.
Schumer is preparing a bill which, if successful, would give shareholders of US companies seven key rights:
- Say-on-Pay: an annual non-binding vote on executive pay;
- Golden Parachutes: a nonbinding vote on severance packages for executives following mergers or acquisitions;
- Proxy Access: making it easier for investors to nominate their own directors. The SEC is still in deliberations about its own proxy access rules;
- Annual Director Elections: repeal of the classified board system;
- Majority Votes Director Elections: effectively making director elections binding and require the resignation if directors if they do not achieve a majority vote;
- Chair/CEO Separation: a requirement for board chairs to be independent; and
- Risk Management Board Committee: boards will be required to create and oversee a risk management committee.
According to reports by The Washington Post, The Business Roundtable is leading a late lobby against Schumer’s proposals, claiming that the proposals would overturn “two hundred years of state corporate law” by “drastically altering board structure, governance and the role of shareholders.” For many investors, however, the proposed act can’t come a moment too soon. But even among supporters, there are concerns that US-style regulatory reform can result in piecemeal initiatives. Currently the Delware courts, the NYSE and the SEC are all proposing or consulting on some governance related reforms.
EU shareholders may sometimes rail against the seemingly slow and cumbersome consultation process, it does, however appear to have a better track record for ensuring stakeholder input.