Moxy Vote: The Video

Here’s a fun video on how individual investors can vote smart at MoxyVote.com:

SECIAC Meeting Agenda & Schedule for Monday Feb 22

Securities and Exchange Commission Investor Advisory Committee meeting in DC this coming Monday, February 22:

– Webcast should be linked from here or here.

Agenda

9:00 a.m. Opening Remarks

• Chairman Mary L. Schapiro
• Commissioner Luis A. Aguilar

9:15 –9:30 a.m.  Draft Conflict of Interest Policy

9:30 –10:00 a.m. Investor as Owner Subcommittee Recommendations

• Regulation FD
• Proxy Voting Transparency

10:00 a.m. –12:00 p.m.  Discussion Items

• Discussion with the Investor as Owner Subcommittee
  • ESG Disclosure Work Plan
  • Financial Reform Legislation & Impact on SEC
• Discussion with the Investor Education Subcommittee
  • Activity Report
  • National Financial Capability Survey

12:00 –12:45 p.m.  Break/Recess

12:45 –2:45 p.m. Discussion Items (continued)

• Discussion with the Investor as Purchaser Subcommittee
  • Fiduciary Responsibility
  • Mandatory Arbitration

2:45 – 3:30 p.m.  Next Steps/Closing Comments

3:30 p.m. Adjourn

Proxy Voting Transparency Proposal

I’ll be presenting this proposal in the SEC Investor Advisory Committee meeting this Monday February 22 between 9:30 and 10 a.m. local time (in DC). [See next post for agenda, schedule & webcast links.]

Investor Advisory Committee
Investor as Owner Subcommittee

Proposed Resolution on Tag Data for Proxy and Vote Filings
February 22, 2010

The Investor Advisory Committee recommends that the SEC staff, as part of its review of the
US proxy voting system, study the costs and benefits of mandating a standardized tag-data
format¹ for the following three filings:

1. Proxy filings (DEF 14A). Especially useful for investors would be the information
disclosed regarding directors (such as other board service, executive roles, affilations /
transactions with the company, committee memberships, etc.), governance attributes
of the firm, compensation data, peer groups, audit information, key accounting issues
and the details of each item to be voted on. This would facilitate a variety of investor
search purposes, including better information on which to make voting decisions,
enhanced ability of shareholders to assess the role of directors across the public
markets, improved opportunity for investors to compare and contrast important
governance attributes across firms and track changes in governance trends and
automated matching of voting items in a proxy filing to votes in N-PX filings.

2. N-PX filings of mutual fund votes. The Commission does not now specify technical
formats for release of N-PX filings. As a result, fund companies produce text files in
multiple layouts. Standardization using a tag data format would permit investors and
third party market bodies to make voting data available to the public in convenient and
intelligible ways at reduced costs. Format inefficiencies have frustrated the
fundamental goal of this disclosure requirement.

3. Corporate filing of voting results. These are now in 8-K filings in untagged text format.

The Committee intends that costs of developing common taxonomies for tag formatting be
borne by the industry or a private sector body rather than the SEC itself.

Tag formatting can reduce error rates inherent in processing various text formats that may
change from time to time. It would also facilitate research on mutual fund voting, such as
these two articles by University of Chicago Professor Gregor Matvos and Stanford University
Professor Michael Ostrovsky: “Cross-Ownership, Returns, and Voting in Mergers”, Journal of
Financial Economics, v.89(3), September 2008, pp. 391-403 and “Heterogeneity and Peer
Effects in Mutual Fund Proxy Voting”, Journal of Financial Economics, forthcoming. These
authors concur that a standardized, computer-readable format for voting data would make
further research much easier in future.

———————

¹ For example, XBRL. Note that the Open Compliance & Ethics Group (oceg.org) has already drafted a proposed XBRL
taxonomy for N-PX filings, and Broadridge has drafted a proposed XBRL taxonomy for proxy filings (DEF 14A). The XBRL US
organization plans to have a production-ready taxonomy for DEF 14A by November 2010.

SECIAC Meeting Next Monday, February 22

The Securities and Exchange Commission Investor Advisory Committee will meet in DC this coming Monday, February 22 at 9 a.m. As described in the notice of meeting:

The agenda for the meeting includes consideration of a Committee recusal policy, a report from the Education Subcommittee, including a presentation on the National Financial Capability Survey, a report from the Investor as Purchaser Subcommittee, including a discussion of fiduciary duty and mandatory arbitration, a report from the Investor as Owner Subcommittee, including recommendations for the Committee on Regulation FD and proxy voting transparency, as well as reports on a work plan for environmental, social, and governance disclosure and on financial reform legislation, and discussion of next steps and closing comments.

I’ll be presenting the proposal on proxy voting transparency.

I assume the meeting will be webcast as usual, with a link appearing on the SECIAC spotlight page, which also has a link for submitting comments.

Citizens United: U.S. Supreme Court decision

Last month’s U.S. Supreme Court decision in the Citizens United case has given corporate management considerable latitude to use corporate funds in political campaigns. Many are concerned that corporate political spending often influences public policy in ways that harm the public interest. So the individual investor advocacy organization ShareOwners.org has launched a campaign to reduce the potentially harmful effects of corporate money on politics. ShareOwners.org is focusing on disclosure of political spending, and using investors’ voice to restrain management abuse of this power — details in the ShareOwners.org press release and this SocialFunds.com article.

I applaud the ShareOwners.org initiative, and would like to suggest an additional strategy. The voter funded media (VFM) system is designed to help us voters use our power in corporations (where we own shares) and democracies (where we are voting citizens) so as to serve our interests, which are generally close to the broad public interest. An important reason why corporate political spending can fool us into voting for politicians who do not serve the public interest, is that we lack well-funded media loyal to the public interest. Letting voters allocate public funds to competing media would fill this gap, thus undercutting the influence of campaigns that try to fool us.

Similarly, VFM applied to corporations would help us shareowners keep management accountable to our interests, e.g. ensuring that they do not spend our corporation’s funds on political campaigns that harm us. To see why management’s political interests diverge from ours, see pages 98-99 of “Democracy and Infomediaries” at votermedia.org/publications.

Thus I recommend supporting the spread of voter funded media implementations in democracies (e.g. votermedia.org/communities/82-ubc-ams) and corporations (e.g. Proxy Advisor proposals), as well as for investor education.