My comments (dated September 29) are now available on the SEC website page for comments on their proxy concept release.
Mainly I recommended the development of an open Client Directed Voting system. I’m pleased to see a growing consensus advocating CDV, including these diverse voices:
I’ve had a great year or so representing individual investors on the SEC Investor Advisory Committee (IAC). (Here are links to its member list and SEC web page.) I’ve learned a lot from my colleagues on the committee and from SEC staff. I hope I have made a worthy contribution serving retail investors and the broad public interest.
The Dodd-Frank Act redefines the IAC, so the committee is now being reconstituted to conform with the Act. I’ve decided not put my name forward as a candidate for the new (Statutory) IAC. I tend to specialize in just a few areas of the SEC’s broad regulatory mandate, and once I have submitted my personal comments on their recent proxy concept release, I will have contributed the bulk of what I have to offer. I’ll blog about and link to my comments after I submit them later this month.
There is still plenty of work for the new IAC to do on proxy voting, but I am confident that there are more suitable candidates than I to help with that. I’m still engaged on these issues, and expect to stay involved one way or another. My main work continues on VoterMedia.org, pursuing governance reform for democracies and corporations.
I’m participating in these three conference panels:
| Date | Conference Organization | Conference City | Panel | My Role | Air & Hotel Paid By |
|---|---|---|---|---|---|
| 2010-08-02 | American Accounting Association | San Francisco | 3.28 XBRL: What Have We Really Learned? | Panelist | Mark Latham |
| 2010-09-20 | Council of Institutional Investors | San Diego | Board-Shareowner Communications | Moderator | CII |
| 2010-11-10 | XBRL US | Philadelphia | Proxy & Governance | Panelist | Broadridge |
Today the U.S. Securities & Exchange Commission published its 150-page Concept Release on the U.S. Proxy System.
Its Table of Contents lacked page numbers, so I created one with page numbers, which you can download here in doc and pdf formats.
The SEC press release gives a brief overview.
The Securities and Exchange Commission has posted the agenda and schedule for the Investor Advisory Committee meeting in DC this coming Monday, May 17. Webcast should be linked from here or here.
From the meeting notice, which is linked from the SEC IAC Spotlight page:
The Securities and Exchange Commission Investor Advisory Committee is providing notice that it will hold a public meeting on Monday, May 17, 2010, in the Multipurpose Room, L-006, at the Commission’s main offices, 100 F Street, NE, Washington, DC. The meeting will begin at 9:00 a.m. (EDT) and will be open to the public. The Committee meeting will be webcast on the Commission’s Web site at http://www.sec.gov. Persons needing special accommodations to take part because of a disability should notify a contact person listed below. The public is invited to submit written statements to the Committee.
The agenda for the meeting includes:
(i) remarks by Dan Ariely, behavioral economist, on investor reaction to disclosure;
(ii) update on recommendations previously adopted by the Committee;
(iii) briefing on the Investor as Owner Subcommittee’s environmental, social, and governance disclosure workplan;
(iv) update on certain issues involved in financial reform legislation;
(v) discussion of fiduciary duty, in the context of investment advisers and registered broker-dealers, including a presentation by SEC staff;
(vi) discussion with an expert panel on mandatory arbitration;
(vii) discussion of money market funds and the issue of net asset value (“NAV”), including a presentation by SEC staff;
(viii) recommendation by Investor Education Subcommittee of an investor education campaign;
(ix) reports from Subcommittees on other activities; and
(x) discussion of next steps and closing comments.
DATES: Written statements should be received on or before May 10, 2010.
ADDRESSES: Written statements may be submitted by any of the following methods:
Electronic Comments
– Use the Commission’s Internet submission form
(http://www.sec.gov/rules/other.shtml); or
– Send an e-mail message to rule-comments@sec.gov. Please include File Number 265-25-04 on the subject line.
[More info in the full notice.]
The webcast archive video of the SEC Investor Advisory Committee‘s Feb 22 meeting has now been posted at www.connectlive.com/events/secadvisory022210/. This time they have helpfully broken the daylong meeting into smaller chunks. Starting at time 13:50 of “II. Investor As Owner Subcommittee Recommendations”, I presented the Proxy Voting Transparency proposal, which passed unanimously. I’m excited about how this will empower individual investors — see the future steps outlined in this earlier post.
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
9:15 –9:30 a.m. Draft Conflict of Interest Policy
9:30 –10:00 a.m. Investor as Owner Subcommittee Recommendations
10:00 a.m. –12:00 p.m. Discussion Items
12:00 –12:45 p.m. Break/Recess
12:45 –2:45 p.m. Discussion Items (continued)
2:45 – 3:30 p.m. Next Steps/Closing Comments
3:30 p.m. Adjourn
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 SubcommitteeProposed Resolution on Tag Data for Proxy and Vote Filings
February 22, 2010The 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.
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.
Votermedia Finance Blog 