On September 1, 2009, the New York Stock Exchange announced that it would form a Commission on Corporate Governance to address U.S. corporate governance and the proxy process. In creating the Commission the NYSE sought to include a diverse group of governance experts, including representatives of issuers, investors and others with significant backgrounds and experience in corporate governance and related issues. The Commission has issued a report, dated September 23, 2010, entitled “Report of the New York Stock Exchange Commission on Corporate Governance”. The Report includes ten principles of good corporate governance, summarized below. Some of these principles apply to privately held companies, not just NYSE listed companies. The full report can be found at http://www.nyse.com/pdfs/CCGReport.pdf:
Principle 1: The board’s fundamental objective should be to build longterm sustainable growth in shareholder value for the corporation, and the board is accountable to shareholders for its performance in achieving this objective.
Principle 2: While the board’s responsibility for corporate governance has long been established, the critical role of management in establishing proper corporate governance has not been sufficiently recognized. The Commission believes that a key aspect of successful governance depends upon successful management of the company, as management has primary responsibility for creating an environment in which a culture of performance with integrity can flourish.
Principle 3: Shareholders have the right, a responsibility and a longterm economic interest to vote their shares in a thoughtful manner, in recognition of the fact that voting decisions influence director behavior, corporate governance and conduct, and that voting decisions are one of the primary means of communicating with companies on issues of concern.
Principle 4: Good corporate governance should be integrated with the company’s business strategy and objectives and should not be viewed simply as a compliance obligation separate from the company’s longterm business prospects.
Principle 5: Legislation and agency rulemaking are important to establish the basic tenets of corporate governance and ensure the efficiency of our markets. Beyond these fundamental principles, however, the Commission has a preference for marketbased governance solutions whenever possible.
Principle 6: Good corporate governance includes transparency for corporations and investors, sound disclosure policies and communication beyond disclosure through dialogue and engagement as necessary and appropriate.
Principle 7: While independence and objectivity are necessary attributes of board members, companies must also strike the right balance between the appointment of independent and nonindependent directors to ensure that there is an appropriate range and mix of expertise, diversity and knowledge on the board.
Principle 8: The Commission recognizes the influence that proxy advisory firms have on the market, and believes that such firms should be held to appropriate standards of transparency and accountability. The Commission commends the SEC for its issuance of the Concept Release on the U.S. Proxy System, which includes inviting comments on how such firms should be regulated.
Principle 9: The SEC should work with the NYSE and other exchanges to ease the burden of proxy voting and communication while encouraging greater participation by individual investors in the proxy voting process.
Principle 10: The SEC and/or the NYSE should consider a wide range of views to determine the impact of major corporate governance reforms on corporate performance over the last decade. The SEC and/or the NYSE should also periodically assess the impact of major corporate governance reforms on the promotion of sustainable, longterm corporate growth and sustained profitability.