Mr. Speaker, I rise in support of investor protection and in opposition to H.R. 4015. Proxy advisers provide recommendations to institutional investors on how to vote on board of director elections and shareholder resolutions. Big…
Mr. Speaker, I rise in support of investor protection and in opposition to H.R. 4015.
Proxy advisers provide recommendations to institutional investors on how to vote on board of director elections and shareholder resolutions.
Big institutional investors are shareholders at thousands of public companies, and they simply don't have time to carefully review every single hundred-page proxy statement in detail, especially because most public companies hold their shareholders meetings at about the same 3- month period.
So institutional investors rely on proxy advisers for vote recommendations, which are often tailored to the investor's particular corporate governance preferences. They also rely on proxy firms for their data management on shareholder votes and corporate governance.
This is healthy. Proxy advisers do actually have the time to carefully read all of the statements and proposals because they are professionals that are hired to do just that.
I agree that the current regulatory system for proxy advisers is not perfect. Two proxy advisory firms account for 97 percent of the market--ISS and Glass Lewis--but, for some reason, they are regulated differently. ISS is a registered investment adviser, while Glass Lewis is not. Surely, this is not an ideal setup, so I am open to the idea of a better and more consistent regulatory regime for proxy advisers.
But there are several things in this bill that concern me deeply. I don't see why companies should have a statutory right to receive and comment on a proxy adviser's draft recommendations before they are sent to investors. Proxy advisers aren't Federal agencies with a notice-and- comment for private companies. They are working for private companies that are providing a valuable service. This is not appropriate at all.
Asset managers that use proxy advisers also tell me that they would find proxy advisers a lot less useful if the proxy firm had to give the company an opportunity to comment on their vote recommendations before sending them to the asset manager.
And a new addition to the bill is very troubling. This would raise the possibility of proxy advisers being forced to send the clients the companies' own complaints about the proxy adviser's recommendations, even if the complaint is completely untrue.
This is totally inappropriate and, I would say, plain wrong. So while I am sympathetic to the idea that a better and more consistent regulatory regime could be developed, I cannot support this bill, and I have good company here.
Mr. Speaker, I include in the Record a letter from the Comptroller of the State of New York, Comptroller DiNapoli; a statement from the AFL- CIO of the United States of America; a statement from the Council of Institutional Investors; a statement from the Consumer Federation of America, and a statement by Glass Lewis.
This is a troubling bill. I urge my colleagues to vote ``no'' on it. It is bad for safety and soundness and for good governance in this country.
State of New York,
Office of the State Comptroller,
Albany, NY, December 14, 2017.
Re Opposition to H.R. 4015, Corporate Governance Reform and
Transparency Act of 2017.
Dear Members of the NYS Congressional Delegation: I write
to express my strong opposition to H.R. 4015, the Corporate
Governance Reform and Transparency Act of 2017, which I
understand will soon be voted on by the United States House
of Representatives. I believe that H.R. 4015, if passed and
enacted, would require unnecessary and expensive regulation.
Further, this legislation was not promoted by those it
purports to protect: shareholders. It would weaken corporate
accountability and shareholder oversight, undercut proxy
advisory firms' invaluable independence, increase costs to
consumers of research and redirect proxy advisors to answer
to companies rather than the clients it serves.
As Comptroller of the State of New York, I am the Trustee
of the New York State Common Retirement Fund (Fund) and the
administrative head of the New York State and Local
Retirement System (the System). As a fiduciary responsible
for the benefits of over one million state and local
government employees, retirees, and beneficiaries, I am
especially troubled by H.R. 4015's provisions that would
weaken corporate accountability and shareholder oversight.
The system of corporate governance that has evolved in the
United States relies on the accountability of boards of
directors to shareholders, and proxy voting is a critical
means by which shareholders hold boards to account.
Currently, proxy advisors provide shareholders of
corporations with independent advice. The proposed bill
threatens that very independence, which is integral to the
responsible exercise of a shareholder's voting rights.
In public comments defending H.R. 4015, members of the
Financial Services Committee have voiced the erroneous
assertions that proxy advisory firms dictate proxy voting
results and that institutional investors utilizing proxy
advisors do not make their own voting decisions. I personally
review and approve the Fund's customized Proxy Voting and
Corporate Governance Guidelines (Guidelines). In 2017, the
Fund voted on nearly 30,000 agenda items on its portfolio
companies' proxy statements, and every single one of those
items was voted pursuant to the guidelines which state:
``proxy voting decisions are based on internal reviews of
available information relating to items on the ballot at each
company's annual meeting. . . . The Fund analyzes a variety
of materials from publicly available sources, which include
but are not limited to, U.S. Securities and Exchange
Commission (SEC) filings, analyst reports, relevant studies
and materials from proponents and opponents of shareholder
proposals, third-party independent perspectives and studies,
and analyses from several corporate governance advisory
firms.'' All of our proxy voting decisions are made
independently and in the best interest of our System's
participants.
Proxy advisory firms provide cost-efficient, informed, and
independent research,
analysis, and advice for institutional shareholders, which
often hold thousands of companies in their investment
portfolios. The independence of that advice is absolutely
essential, and if proxy advisors are required to obtain
corporate review and rebuttals before releasing their
research to investors, that independence would be
compromised, depriving public pension funds and other
institutional investors of a vital resource. Such a
requirement would also delay investors' access to research in
the already constricted time frame available to consider
ballot issues and develop independent voting decisions in an
informed fashion.
As you consider your vote on this bill, please take into
account the concerns I have expressed on behalf of the more
than one million members, retirees and beneficiaries of the
System for whom the Fund invests.
Thank you for your consideration of this very important
matter. Please feel free to contact me if you would like to
discuss these issues further.
Sincerely,
Thomas P. DiNapoli,
State Comptroller.