Corporate Governance | Page 5 | Business Roundtable

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What is Business Roundtable

Business Roundtable (BRT) is an association of chief executive officers of leading U.S. companies working to promote sound public policy and a thriving U.S. economy.

More Than Leaders. Leadership.

Business Roundtable is an association of chief executive officers of leading U.S. companies working to promote a thriving economy and expanded opportunity for all Americans through sound public policy.

About BRT

As business leaders representing every sector of the economy, Business Roundtable members uphold the highest standards of ethics, integrity and sound governance. Our CEO members represent the very best in responsible corporate citizenship, supporting jobs and long-term economic opportunity in communities across the United States.

Comments on Regulation

Letter to ISS on Its 2016 Benchmark Policy Consultation

Business Roundtable expresses its continuing concern over ISS’s one-size-fits-all corporate governance policies. In this letter BRT focuses on adjustments to compensation metrics, standards for determining whether a company has adopted a proxy access proposal responsive to investor concerns and several other policies ISS is considering changing for the 2016 proxy season. BRT also took the opportunity to reiterate its long-standing position that all companies should be granted at least five business days to review ISS’s reports before they are provided to ISS clients.

Letter on SEC's Proposed Pay Ratio Rule

A Business Roundtable comment letter raises questions about a recent SEC economic analysis concerning the CEO pay ratio rule and the analysis in the Commission’s consideration of the final rule. BRT also highlights the source of the extraordinary costs and burdens the proposed rule would place on companies and their shareholders and that the information garnered from the rule would be immaterial, if not misleading, to investors. Finally, the Dodd-Frank provision mandating pay ratio should be repealed and, if this proves unachievable, the letter recommends changes that could substantially decrease the proposed rule’s costs and burdens.

Letter to SEC Opposing Its Pay versus Performance Proposed Rule

Today, most companies provide investors an explanation of the link between executive compensation and corporate performance. Naturally, this disclosure is tailored to each company’s unique circumstance. The Dodd-Frank Act requires the SEC to adopt rules that formalizes this disclosure. Unfortunately, the SEC missed an opportunity to propose a flexible rule that would leverage and build upon current disclosure practices. Instead, the SEC proposed a prescriptive, one-size-fits-all approach that would add to investor information overload through an increasing flood of immaterial information.

Letter to SEC Supporting Maintaining Conflicting Proposal Exclusion Under Proxy Rules

BRT believes that the “conflicting proposal” exclusion under the proxy rules and the SEC Staff’s longstanding interpretation of it remain appropriate in light of the purpose of the rule, the role of the board in corporate governance and the current proxy system.

Sometimes, Less is More: Simple Change to Dodd-Frank Act Makes it Stronger

If one were to distill the purpose of the Dodd-Frank Act to three words, they probably would be to “reduce excessive risk.”  Putting aside the interminable debate about whether the law is achieving its objective, there is at least one example where Dodd-Frank unnecessarily increases risk – the requirements imposed on derivatives end-users.

Letter to SEC on Hedging Disclosure Provision in Dodd-Frank

Recognizing the importance of the SEC’s proposed rules for implementing the hedging disclosure provision in Dodd-Frank, Business Roundtable puts forth key necessary revisions to strengthen the final rules by, in part, ensuring that investors are not inundated with immaterial information.

Letter to SEC on the Disclosure Effectiveness Initiative

As the SEC begins its Disclosure Effectiveness Initiative, Business Roundtable issues recommendations to help keep focus on the critical issues, such as maintaining materiality a the guiding principle for corporate disclosure, coordinating with other policy-makers and eliminating duplicative and outdated information.

Letter to SEC on Rule for Shareholder Proposal Resubmissions

Business Roundtable supports a pending petition before the SEC to begin rulemaking that would raise to a rational level the prior year voting thresholds a shareholder proposal would have to satisfy to be eligible for resubmission in the current year.

Walmart v. Trinity: Can Management and Boards Still Run Their Companies?

If wrongly decided, case could give shareholder activists unprecedented power in the boardroom and C-suite.

A Car and Brakes: Risk Management is NOT Risk Avoidance

Why do cars have brakes?

Intuitively, you’re probably thinking: “So the driver can stop the car.”  But, think about it from a different perspective.  When you get in a car, it’s stopped, so you don’t really need the brakes to stop it.  Instead, it seems the real purpose of brakes is to allow the driver to make the car go fast.  After all, would you get in a car and drive it if you knew it didn’t have brakes?

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Committee Priorities

Corporate Governance

Business Roundtable promotes best practices in corporate governance that focus on long-term value creation, advance the economic interests of workers, shareholders and consumers, and uphold the highest ethical standards. America’s business leaders set the standard for effective, ethical corporate governance in the Business Roundtable Principles of Corporate Governance.

In a forthcoming update to the Principles, the CEOs of Business Roundtable are increasing their emphasis on promoting diversity in the boardrooms of U.S. public companies. Read more about their commitment here.

Smart Financial Regulation

Overly complex and burdensome U.S. financial laws and regulations hamper the ability of U.S. companies to invest and hire, without sufficient compensating social benefit. In particular, several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act impose needless requirements that do not result in real economic benefit for American workers and families.

Business Roundtable supports smart financial regulation – including improvements to Dodd-Frank – that encourage greater investment and advance America’s competitiveness in the global economy.

Read more about our work to improve Dodd-Frank.

Shareholder Engagement

Business Roundtable believes enhanced, direct engagement with shareholders who are interested in a company’s long-term value is beneficial to both the business and its investors. Business Roundtable supports reform of disclosure requirements that would better allow companies to provide investors with the material information needed to make effective long-term investment and voting decisions.