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Divided SEC Proposes Investor Access Plan May 20, 2009 (Associated Press) WASHINGTON - Federal regulators on Wednesday proposed making it easier for shareholders to nominate directors for ballots of public companies, a change that could give shareholders more say over compensation packages for executives and risk controls. The Securities and Exchange Commission, split 3-2 along party lines, opened the proposal to public comment. The plan would allow groups who own a certain percentage of a company's stock to put their nominees for director on the annual proxy ballot that is sent to all company shareholders. The change has been pushed by investors and governance advocates. The proposal would require different minimum levels of stock ownership according to the size of the company: 1 percent for the 700 biggest companies, and 3 or 5 percent for smaller ones. The shareholders would need to have held the stock for at least a year. The crisis gripping the U.S. and global economies "has led many to question whether boards of directors are truly being held accountable for the decisions that they make," SEC Chairman Mary Schapiro said. "The time has come to resolve this debate." The SEC commissioners could formally approve a rule change at sometime in the future. Schapiro has said the proxy access issue will be one of the most contentious addressed by the agency. Commissioner Kathleen Casey, a Republican who voted against a similar proposal in 2007, raised objections to the current one at the public meeting, as did GOP Commissioner Troy Paredes. In a stinging rebuke, Casey said the proposal would impose a "federal proxy regime" on state laws and represents "paternalism," with the SEC substituting its judgment for that of shareholders. The plan could have the effect of suppressing innovation and growth at companies outside the financial industry that played no role in the economic crisis, she said. Governance advocates and big investors like pension funds have bitterly protested the SEC's action in November 2007, on a 3-1 vote, that allowed companies to deny disgruntled shareholders access to annual proxy ballots - making it more difficult and expensive for dissident blocs to elect their candidates to a company's board. Under the current system, dissident investors must wage costly proxy fights and appeal to shareholders at their own expense if they seek new directors on a company's board or a bylaw change. |
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