Against the backdrop of pending federal legislation on corporate governance, the NYSE has formed a Commission on Corporate Governance to address U.S. corporate governance reform and the overall proxy voting process for public companies. Chaired by Larry Sonsini of Wilson, Sonsini Goodrich & Rosati, the Commission will take a comprehensive look at the multitude of issues facing directors, management, stockholders, regulators and other constituencies in the on-going public debate about best practices for corporate governance. The Commission will bring together experts and representatives from corporations, stockholder advocacy groups, and regulators in an effort to forge a consensus on a variety of today’s most controversial corporate governance issues. Other members of the Commission will be former Delaware Vice Chancellor Stephen Lamb, now a Paul Weiss partner, former SEC Mike McAlevey, former Deputy Director of the SEC Division of Corporation Finance, now Chief Corporate, Securities and Finance Counsel at GE, Peter Mixon, CalPERS General Counsel, and Hye-Won Choi, Head of Corporate Governance at TIAA-CREF.
Specifically, the Commission will examine stockholder access to corporate proxy cards, including recent developments in state law and the proposed initiatives by the SEC, the overall efficacy and transparency of the proxy voting process, and the role of proxy advisory services, institutional investors and individual investors within the proxy process. More generally, the Commission will review the roles of, and relationships, accountability and communications among, directors, management, stockholders and other corporate stakeholders. Very broadly, the Commission will look corporate governance structures and corporate mechanisms impacting the governance of the corporation.
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