Commissioner Annette L. Nazareth, U.S. Securities and Exchange Commission
TIAA-CREF, New York, New York, USA
Good morning. I want to thank the International Corporate Governance Network for inviting me to be here in New York to speak before your 2007 mid-year meeting. I was asked to speak about what's happening with shareholder rights in America, a topic that is the subject of considerable discussion and debate at the moment. Along those lines, before I begin, let me remind you that my remarks represent my own views, and not necessarily those of the Commission, my fellow Commissioners, or members of the staff.1
In my mind, the most fundamental shareholder right in America is the ability to elect directors, and director elections form the core of shareholder power. Corporate governance trends in recent years have allowed shareholders to exercise this right more powerfully than in the past. Shareholder concerns about particular directors, expressed in forms such as "just vote no" campaigns, have gained significant support and have sometimes produced results.
As an increasing number of companies have adopted some version of majority voting, shareholder votes concerning directors have more impact, and the annual meeting vote is no longer quite the equivalent of a Soviet "democracy." That said, the topic that has been at the forefront of much discussion in the context of director elections has been that of proxy access — allowing shareholders to place nominees for directors on the corporate proxy for a shareholder vote.
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