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The article below was published in Agenda, a Financial Times private subscription service for corporate directors, and is presented with permission.

Note: Frank Zarb of Katten of Katten Muchin Rosenman, quoted below as a former special counsel with the SEC on the significance of problems with proxy advisers, is a member of the Forum's Program Panel for "E-Meetings."


Agenda, August 30, 2010 article


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Article published on August 30, 2010

One proxy advisory firm is trying to open the debate on setting corporate governance standards — and save its flailing business — by turning itself into a nonprofit institution.

Proxy Governance Inc. (PGI), which is in the process of searching for funding, is floating a business proposal that would make its proxy advisory recommendations free for retail investors to access. In an effort to open the corporate governance debate, the new institution, dubbed Proxy Governance Institute, would allow third-party institutions, such as mutual funds, to share their voting advice on the company’s platform. Investors and issuers would also be able to appeal the proxy advisor’s recommendations (for a “non-burdensome” fee, according to the proposal).

The goal of the new institution is to increase retail investor voting and offer a meaningful alternative to ISS. The idea is not new. Retail voting has fallen in the past couple of years because of the elimination of broker voting in director elections and the SEC’s e-proxy rules., which launched last fall, provides a platform for retail investors to collect information about how other investors are voting on a proxy ballot and then cast their own votes. However, Proxy Governance’s COO, Michael Ryan, says his business plan will expand upon the work MoxyVote has already laid out by offering professional recommendations and research.

PGI’s plan to overhaul its business model sounds good to those that claim ISS has a monopoly in the proxy advisory industry. But that market dominance by ISS could present challenges for PGI.

Many funds are dependent on the services ISS offers that go beyond proxy voting recommendations, says one professional involved with proxy voting for a mutual fund. That includes company-specific data and customized proxy voting guidelines that ISS offers. For example, a fund can give ISS a list of its own proxy voting guidelines to follow when issuing specific proxy voting recommendations for the fund, even if the guidelines are in conflict with what ISS considers best practices.

Another challenge could be to get other parties that the reconstituted Proxy Governance Institute will rely on for funding and viability to buy into the concept, says one expert familiar with the proxy advisory industry who asked not to be named.

Under its new business plan, PGI would be funded through initial grant money and would sustain its funding through possibly charging a fee for institutional investors to access its data and recommendations. Retail investors would be able to access the information for free through their brokerage accounts. The company is also considering charging issuers a small fee for data and research.

Despite the challenges, Ryan says he’s determined to make the change as PGI continues to lose money under its current business strategy. “I’ve told people there’s two ways this can go, success or failure,” he says. “The only outcome I can guarantee at this point is failure, and that’s if we do nothing.”


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