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GAO-17-47, CORPORATE SHAREHOLDER MEETINGS: Proxy Advisory
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CORPORATE
SHAREHOLDER
MEETINGS
Proxy Advisory Firms'
Role in Voting
and CorporateGovernance Practices
Report to the Chairman, Subcommittee
on Economic Policy, Committee onBanking, Housing, and Urban Affairs,
U.S. Senate
November 2016
GAO-17-47
United States Government Accountability Office
United States Government Accountability Office
Highlights of GAO-17-47, a report to the
Chairman, Subcommittee on Economic Policy,
Committee on Banking, Housing, and Urban
Affairs, U.S. Senate
November 2016
CORPORATE SHAREHOLDER MEETINGS
Proxy Advisory Firms' Role in Voting and CorporateGovernance Practices
Why GAO Did This Study
As institutional investment has grown
over the last 30 years, institutional investors increasingly have relied on proxy advisory firms. The proxy advisory industry in the United States consists of five firms two of which are the largest and most dominant proxy advisory firms. Some members ofCongress, industry associations, and
academics have raised issues about proxy advisory firms' influence on voting and corporate governance, the level of transparency in their methods, and the level of regulatory oversight.GAO was asked to review the current
state of the proxy advisory industry.This report discusses (1) the influence
proxy advisory firms may have on voting and corporate governance (2) how firms develop and apply policies to make vote recommendations, and (3) SEC's oversight activities. GAO reviewed literature; analyzed the proxy advisory firms' policies and SEC policies and examinations; and interviewed the5 proxy advisory firms,
13 institutional investors, 11 corporate issuers, SEC officials, and industry stakeholders. GAO randomly selected corporate issuers from Standard andPoor's indexes and judgmentally
selected institutional investors (based on size and type of investor) from industry association s' information.GAO makes no
recommendations in this report. GAO provided a draft toSEC for its review and received
technical comments, which were incorporated as appropriate.What GAO Found
Institutional investors,
such as pension plans and mutual funds, hire proxy advisory firms to obtain research and vote recommendations on issues, such as executive co mpensation and proposed mergers that are addressed at shareholder meetings of public corporations (corporate issuers). Market participants and other stakeholders with whom GAO spoke agreed that with the increased demand for their services, proxy advisory firms' influence on shareholder voting and corporate governance practices has increased. But recent studies, market participants, and stakeholders had mixed views about the extent of the influence. For example, some said influence can vary based on institutional investor size (there is less influence on large institutional investors that often perform research in-house and have their own voting policies). Proxy advisory firms, specifically Institutional Shareholder Services and Glass Lewis & Companythe two largest firmsdevelop and update their general voting policies through an iterative process, involving analysis of regulatory requirements, industry practices, and discussions with market participants. Corporate issuers and institutional investors told GAO that unlike in the past, the firms have made more of an effort to engage market participants in the development and updating of voting policies, such as criteria for assessing the independence of board directors and executive compensation packages. According to the firms, they apply these general voting policies to publicly available company information to develop vote recommendations, which also are based on institutional investor voting instructions and criteria that firm analysts determine are applicable to the issue being voted on. Firms have taken steps to communicate with corporate issuers and allow review of data used to make vote recommendations before they are finalized. However, some corporate issuers told GAO that firms continue to apply policies in a one -size-fits-all manner, which can lead to recommendations not in the best interest of shareholders. Corporate issuers also stated that they often do not understand the rationale for some vote recommendations and would like to discuss them before they are finalized. Proxy advisory firms told GAO that to maintain objectivity and satisfy research reportingtimelines for clients, they limit the breadth of such discussions. Securities and Exchange Commission (SEC) oversight of proxy advisory firms
and the services they provide has included gathering information, issuing guidance, and examin ing proxy advisory firms and use of the firms by investment compan ies, such as mutual funds. In 2010, SEC summarized concerns that market participants raised about conflicts of interest, accuracy, and transparency of proxy advisory firms and requested comments on potential regulatory solutions. In December 2013, SEC held a roundtable to discuss issues facing the proxy advisory industry, and issued guidance in June 2014 on disclosure of conflicts of interest, among other things. According to SEC, it also has continued to address concerns surrounding proxy advisory firms through its examinations of investment advisers and investment companies that retain their services. SEC made these examinations a priority in 2015 and an area of focus in its ongoing initiative for registered investment companies that had not been examined by SEC.View GAO-17-47. For more information,
contact Michael Clements at (202) 512-8678 or clementsm@gao.gov.Page i GAO-17-47 Corporate Shareholder Meetings
Letter 1
Background 4
Several Factors Have Led to Increased Demand for and Influence of Proxy Advisory Firms, but Mixed Views Exist on the Extent ofInfluence 13
Proxy Advisory Firms Have Increased Engagement with Market Participants and Stakeholders in the Vote RecommendationProcess 19
SEC Oversight Activities of Proxy Advisory Services Have Included Information Gathering, Guidance, and Examinations 31Agency Comments 37
Appendix I Objectives, Scope, and Methodology 39
Appendix II GAO Contact and Staff Acknowledgments 44Tables
Table 1: Key Participants in Proxy Voting for ShareholderMeetings 5
Table 2: Registration Status of Proxy Advisory Firms, as of June 201610