![]() |
New SEC Chairman Looks at Proxy Issue a Different Way Sept. 20, 2005 (Associated Press) The chairman of the Securities and Exchange Commission is broadening the debate about whether and how to enhance shareholders' ability to nominate corporate directors. His contribution is to bring in the Internet. To date, the often complex public discussion, which included an SEC proposal for increased powers that never came to a vote, has centered on mechanisms that would allow large shareholders, in limited circumstances, to nominate directors who would be carried on company proxy materials. That last point is important, since many maintain the costs of shareholders launching a slate of director candidates on their own under the current system are prohibitive. Those costs include mailings that must be made to all shareholders. Right now in most cases, even director nominees deeply unpopular with shareholders can serve on boards or return to them if they garner a single vote in single-slate elections. That system is called plurality voting. But the new chairman of the SEC, Christopher Cox, seems to favor a different approach, one he hinted at during his confirmation hearing back in July. In essence, he wants to use modern communications, highlighted by the Internet, to dramatically bring down the costs of communications to and among investors. That could open the way to more shareholder-inspired competition to company nominated directors. "We are still fighting over who pays the substantial costs of shareholder communication when those costs could be reduced to near insignificance if we relied more thoroughly on electric communication," Cox told The Wall Street Journal in his first extensive interview since taking over from William Donaldson as chief U.S. corporate and equity market regulator. He was then asked: "So if somebody wanted to wage a proxy fight to propose their own set of director candidates, it wouldn't be prohibitively expensive because they could use the Internet?" "Right," Cox replied, according to a transcript of the interview posted on WSJ.com. "Shareholder democracy, just like political democracy, is enhanced by Internet communications." Cox made similar, though less explicit comments about communications and its role in shareholders' ability to nominate directors, who are supposed to represent their interests, when the Senate Banking Committee held a hearing in July to weigh his confirmation. Sen. Paul Sarbanes, D-Md., asked then if Cox thought the "issue of how shareholders can impact the board of directors, particularly if there's a substantial dissident group" was worth further exploration by the SEC. Cox agreed that it was a legitimate issue for the SEC and added, "there is no reason that we cannot constantly improve opportunities that shareholders have to participate through better disclosure, and I believe by taking advantage of technologies which are making the distribution of information and communication among large numbers of people much less expensive." In much of the rest of the recent interview with The Wall Street Journal, which formed the basis of an article published Monday, Cox continued to sound the moderate tone he has struck in his early public utterances as SEC chief. Since he replaced fellow Republican Donaldson, who was seen by many as a more-aggressive-than-expected regulator, Cox's statements have been scrutinized to try to gauge his regulatory fervor. He surely disappointed some who want a rollback of some of the Donaldson-era regulations when he told the Journal that mandatory hedge fund registration with the SEC would be implemented as planned. The controversial measure was approved over the dissent of Donaldson's two Republican colleagues on the five-member commission. "We intend to implement the rule exactly as adopted and learn from it," Cox said in the interview. "The information that's provided to (the) commission will help answer questions such as whether, had it been in force prior to some of the recent hedge fund scandals, we might have been alerted." -- Neal Lipschutz (Dow Jones Newswires) |
|
|||||||||||||||||||||
|
||||||||||||||||||||||