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SEC's Casey Says Agency Must Be Cautious of Proxy-Access Reform By JUDITH BURNS (Dow Jones Newswires) Feb. 22, 2008 (Associated Press) WASHINGTON - The Securities and Exchange Commission should move cautiously on proxy-access reforms and revisit the issue only after the five-member commission is at full strength, SEC Commissioner Kathleen Casey said Thursday. In a speech to a legal conference, Casey said that given the longstanding controversy over proxy access, any reforms should be considered by a full bipartisan commission. The SEC currently consists of three Republicans, having recently lost two Democrats who supported proxy access. Proxy access would allow shareholders to place the names of their own candidates for corporate boards on the company's proxy ballot, an approach Casey said "is not the proper means" for shareholders to contest candidates picked by the company's nominating committee. Casey voted last year to oppose a plan that would permit proxy access in some cases, favoring the SEC's policy of allowing companies to block shareholders from considering proxy-access proposals. "I continue to believe that this longstanding policy is sound," Casey said, giving the usual disclaimer that she was speaking only for herself. The proxy access controversy came to a head with a 2006 federal court ruling invalidating the SEC's policy, with the court faulting the SEC for not explaining its stance. Under SEC Chairman Christopher Cox, the SEC floated two competing plans last year. Cox supported both but the SEC later voted along party lines to uphold its stance. Casey defended the SEC's action, saying it needed to offer clarity to companies faced with proxy access proposals. She added that the SEC's role in proxy voting is limited and stressed that it must take care not to stray into areas governed by state law. Majority-voting requirements now in place at many public companies and listing standards targeting board independence shouldn't be ignored in the debate over proxy access, according to Casey. She also pointed to recently approved SEC changes allowing companies to use electronic proxy materials and shareholders to communicate through online forums, calling them "incremental but important steps" that could change the proxy access debate. Casey applauded the idea of postponing any new SEC action on proxy access for now, telling the legal group to "stay tuned on this issue once we have our new commissioners on board." Senate Democrats have recommended two candidates for the SEC openings but the Bush administration hasn't nominated anyone as yet, and the Senate cannot act until it does. Casey told reporters she isn't sure when new commissioners will arrive, noting that nominating and confirming appointees can be "a highly unpredictable process." |
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