Fight for shareholder proxy access heats up

A campaign to win shareholders a greater say over who sits on corporate boards has exposed a rift between some of the largest asset managers in the US.

Votes on so-called "proxy access" - the right for long-term shareholders to nominate directors - have passed at two US companies, but gone down to defeat at three others.

Over 100 US companies are facing votes on the proposal in the coming weeks, as proxy access has become the largest corporate governance cause of this year's season of annual meetings.

Fidelity, one of the largest holders of US company shares through its popular mutual funds, is opposing the push for proxy access, even when a company's management itself supports the idea.

But BlackRock, the world's largest asset manager, has said it will support most of the proposals, while T Rowe Price and TIAA-CREF are among its most enthusiastic supporters.

Most of the proposals on the ballot this year have been put forward by large public pension funds, including the New York City retirement system and Calpers, the Californian public employees' fund.

Vanguard, the $3tn asset manager whose stock market tracker funds hold a piece of most US companies, is voting against the bulk of the proposals, preferring a weaker form of proxy access than is on the ballot at most companies.

The public pension funds are pushing a plan that would allow a shareholder or group of shareholders who have held stock for three years, and who hold 3 per cent of a company between them, to nominate board directors. The Securities and Exchange Commission was originally going to make proxy access compulsory, but a legal challenge prevented it from doing so.

"Capitalism is intended to provide those who offer up the capital with ways to make sure the board is accountable," said Anne Simpson, corporate governance chief at Calpers.

Proxy access proposals have passed at Monsanto, the agricultural science company, and EQT, an energy group, so far this year, but failed at Apple and two smaller companies, CSP and VCA Antech.

However, several large companies, including Citigroup, Bank of America and General Electric, have agreed to adopt the plan even before a shareholder vote.

"We are the irresistible force, and we are telling them they do not want to be the immovable object," said Ms Simpson.

The US campaign for proxy access is part of a broader international debate over the rights and responsibilities of long-term shareholders. In France, investors who have held shares for more than two years get twice the votes at shareholder meetings.

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Zach Oleksiuk, head of BlackRock's Americas corporate governance team, told a regulatory panel earlier this year that the asset manager did not expect shareholders would use the power to nominate directors regularly, but only if a board was underperforming. The existence of the right "should obviate the need for its use", he said.

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