Why corporate directors should thank Dodd and Frank

by Eleanor Bloxham, contributor for Fortune, May 18th, 2011.

The results of the year’s corporate board elections show that the consequences of financial reform legislation can actually go in favor of sitting directors.

Despite the grumbling and gnashing of teeth that followed its passage, the Dodd-Frank Senators Christopher Dodd and Barney Frank financial reform bill has turned out to be a boon for directors this proxy season.

In fact, 2011, at least so far, could be considered “proxy season-lite” as investors and their proxy advisors have focused on votes on executive pay  — a mandate within the Dodd-Frank bill — and away from no votes on the directors’ reelections.

Half way through the season, “negative recommendations are down considerably this year” says Ted Allen, head of publications and governance counsel. Most of those negative recommendations are in the smallest firms, “the wild west in terms of governance”, Allen says.

Looking at the statistics, “during all of 2010, ISS recommended against 13% of all Russell 3000 directors on the ballot,” Allen says. For 2011, ISS has recommended against only 7% of all Russell 3000 directors up for election through May 12.

As of last Friday, only seven directors had failed to win majority votes, Allen says. That figure is way down from prior years as well. For “full year 2010, 107 directors received majority opposition. In 2009, that figure was 95,” Allen says. (continue reading… )


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