CEO pay votes intensify debate over proxy advisers

by Dena Aubin for Reuters, April 13th, 2011.

A growing number of companies are objecting to the role of firms that advise shareholder votes at annual meetings, complaining about conflicts of interest, errors and lack of oversight.

With shareholder balloting season well underway, companies have been challenging proxy advisers’ opinions, demanding more disclosure about their work and asking regulators to rein in the firms.

Proxy firms such as ISS, part of investor services firm MSCI, and Glass Lewis & Co advise some of America’s biggest investors and have gained influence as shareholder voting rights increased.

New “say on pay” rules that require nonbinding shareholder votes this year on the hot issue of executive pay have turned this proxy season especially contentious.

“It’s easier for ISS to touch a nerve when they clearly urge a ‘no’ vote on say on pay,” said Howard Berkenblit, a partner at law firm Sullivan & Worcester LLP who specializes in corporate governance issues. “I think that’s why you’re seeing a more direct response by some of these companies.” (continue reading… )



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