The Weinberg Center for Corporate Governance at the University of Delaware organized a rountable on proxy governance at the end of 2010. It has now published a report with recommendations for providing end-to-end vote confirmations. The report seeks to address what the roundtable believes to be the issues of the most pressing concern, and those which can be solved in the short to medium term, without the need for federal regulation. Thus the recommendations are not premised on SEC reform of NOBO/OBO. The recommendations propose a series of steps that result in a street-side proxy voting process that can be both confirmed to all shareholders from end-to-end and lend itself to overall independent audit and verification.
- Early-Stage Entitlement Confirmation: All parties that anticipate submitting votes for a shareholders’ meeting should confirm their voting entitlements with the meeting tabulator within a defined period following the record date. The Roundtable suggests six business days.
- Encouragement of Early Voting: All shareholders, whether large or small, institutional or retail, are encouraged to cast votes early in the solicitation period and, in any event, no later than three business days before the shareholders meeting. This recommendation addresses a major cause of potential voter disenfranchisement – late-stage voting, making thorough analysis and reconciliation by tabulators and nominees difficult.
- Enhancements to Exception Processing: Tabulators should promptly communicate to vote-reporting entities the reasons vote reports are being rejected. The Roundtable believes such communication should be on the day after a tabulator identifies the discrepancy.
- Vote Confirmation: The proxy process should enable investors to obtain, via the Internet or other electronic means, a vote confirmation on a demand or as needed basis. The existing Voting Instruction Form (VIF) control numbers serve as the unique identifier needed to facilitate vote confirmation. The Report also provides for confirmation of the overall proxy system through audits and other reviews.
Read the full report of the roundtable.
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