From the September 2009 issue of Treasury & Risk magazine

Warding Off Proxy Battles

Public companies contended with more scrutiny on compensation and corporate governance issues from shareholders during the 2009 proxy season, and this trend is expected to continue. In such an environment, companies need to be ready for communications from activist shareholders so that such interactions do not rise to the level of a proxy contest. According to RiskMetrics, average support for the 50 shareholder proposals (as of June 1) relating to an advisory vote on compensation was 46.7%, up 5.2% from the average support in 2008. RiskMetrics data also show that average support for 19 proposals to require an independent board chairman increased 8.8%, to 38.1%.

Shareholder interest in compensation and governance issues will not dissipate anytime soon. As companies prepare for the 2010 proxy season, it's possible Congress may enact legislation requiring public companies to provide a say on pay vote. Public companies need to be proactive about communications with activist shareholders.

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