Title: The US Securities and Exchange Commission and shareholder director nominations: paving the way for special interest directors?

Authors: Thomas A. Hemphill

Addresses: School of Management, University of Michigan-Flint, 4169 William S. White Building, Flint, MI 48502–1950, USA

Abstract: The US Securities and Exchange Commission recently proposed rules relating to shareholder (independent) director nominations to publicly-traded companies. While shareholder groups, such as institutional investors, consumer groups, and shareholder activists, generally support the proxy reform, the business community, including The Business Roundtable and the US Chamber of Commerce, are critical of the proposal, arguing that it will |open the door| to special interest directors, e.g., labour unions or other groups having a social or political agenda contrary to the economic interests of the shareholder owners of the corporation. An analysis of the proposed rules, however, show that the mechanisms offered to nominate and elect independent directors offer little or no threat of any shareholder group placing special interest directors on the board of a publicly-traded company in the USA. The article concludes with a recommended managerial course of action for executives and boards to follow in the unlikely event that shareholders are seriously threatening to place a special interest director(s) on the proxy ballot.

Keywords: boards of directors; director nominations; business governance; independent directors; proxy rules; special interest directors; stakeholder theory; The Business Roundtable; US Chamber of Commerce; US Securities and Exchange Commission; USA; United States.

DOI: 10.1504/IJBGE.2007.011931

International Journal of Business Governance and Ethics, 2007 Vol.3 No.1, pp.19 - 32

Published online: 01 Jan 2007 *

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