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Monday, June 15, 2009

Michigan Congressman Introduces Governance Bill
Submitted by: Ted Allen, Publications

On June 12, U.S. Rep. Gary Peters of Michigan introduced a far-ranging governance bill that also addresses “broker” votes, disclosure of performance targets, and compensation consultants.

Other provisions of Peters’ bill, “The Shareholder Empowerment Act of 2009,” are similar to those in legislation introduced in late May by a fellow Democrat, Senator Charles Schumer of New York. Both Peters and Schumer call for U.S. public companies to hold annual advisory votes on executive pay, allow shareholders to nominate board candidates to appear on management proxy statements, adopt a majority vote standard in uncontested director elections, and appoint an independent chairman.

“As an investment advisor for over 20 years, shareholder rights issues have always been very important to me,” Peters said in a press release. “This bill empowers shareholders, a company’s true owners. Wall Street executives who pursued reckless investment strategies were a major contributing factor to the recent financial meltdown. Ensuring that executives act in investors’ long-term interest rather than for their own short-term gain is critical to prevent a similar economic collapse in the future.”

Peters’ bill, H.R. 2861, goes farther than Schumer’s by calling for the elimination of uninstructed “broker” votes in board elections. The SEC is considering a New York Stock Exchange rule change on this topic, but it’s not known when the commission will act.

In addition, Peters’ bill would prohibit advisors to compensation committees from also performing work for management. This would be a significant change. Companies now must disclose whether their compensation panel uses a consultant, but issuers do not have to provide details on the fees paid to the advisor or the fees earned for doing other more-lucrative work for management, such as human resources consulting.

Seeking to “curb excessive risk-taking,” Peters’ legislation also would require companies to inform shareholders about the performance targets used to determine bonuses and other incentives. While some U.S. companies are providing better disclosure of performance targets, others have resisted, citing competitive reasons.

His bill also would require companies to adopt “claw-back” policies and prohibit severance payments to executives who are terminated for “poor” performance.

It’s unclear whether his bill has a realistic chance of passage. Peters is serving in his first-term in the House of Representatives, where legislative agendas are controlled by senior Democrats. So far, six other representatives--including two veteran Democratic lawmakers, Reps. John Dingell of Michigan and Maxine Waters of California--have signed up as co-sponsors.

Peters’ district includes parts of suburban Detroit and is home to Chrysler’s headquarters and three General Motors plants. He is a member of the House Financial Services Committee, which oversees the SEC and investor issues. Before joining Congress in January, he served as a state lawmaker, Michigan’s lottery commissioner, and a city councilman.

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