Corporate Governance Criteria of Large U.S. Institutional Shareholders with Supermajority Voting Concerns
USA; Corporate Governance; Einfluss; Institutioneller Anleger; Stimmrecht
DDC (Dewey Decimal Classification)
Wirtschaft - 330
Freie Stichwörter (deutsch)
Freie Stichwörter (englisch)
Governance; directors; shareholders
After several decades of deliberation over the criteria required for assessing the independence of key committee members on the board of directors, definitions established by securities exchanges marked the high point in this progression.
Although some companies still have contentious directors on the audit, nomination, and compensation committees, discrepancies are disclosed to shareholders and addressed specifically. This development represents a significant change from the undeclared links between board members and executives in earlier decades. As the issues surrounding committee member independence are being resolved, additional shareholder concerns over the board of directors and shareholder rights are emerging.
The ten companies examined in this study were targeted by institutional shareholder initiatives in corporate governance between 2005 and 2008. These companies are organized into five cases. The first three cases include six companies targeted by a governance program at the Council of Institutional Investors (CII) whose members hold over $3 trillion dollars in assets and include some of the largest state pension funds. These investors were especially concerned over the approval process used by the compensation committee for setting the executive compensation package. Details such as the change-in-control agreements made shareholders uneasy because certain clauses could potentially influence executives. Concurrent to the CII initiative, the final two cases consider four companies targeted by the corporate governance program at CalPERS, a large state pension fund with a long history of converting their own corporate governance principles into specific recommendations for underperforming companies. Although studies suggest that certain types of relationships between companies and shareholders lead to a higher propensity to monitor corporate governance, CII and CalPERS are indicative of institutional shareholders with a direct interest in monitoring and participating in consultations with regulators. Even though these investors take different approaches with each individual company, two concerns remain relatively constant. On one hand, investors and companies have differences over defining comparable peers. On the other hand, companies set high thresholds in supermajority provisions specifically to inhibit the efforts of shareholders to propose changes and call special meetings.
Hilb, Martin (Prof. Dr.)
Ackermann, Walter (Prof. Dr.)
Erweitertes Diss. Komitee
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