Chairmen's Forum Comments on SEC's Proposed New Proxy Disclosures, Reflecting View That Separation of Board Chair and CEO is Preferred Corporate Governance Model.Urges SEC to Require Companies Without Independent Chair to Explain How Their Leadership Structure Provides Sufficient Management Oversight and Shareholder Safeguards NEW HAVEN New Haven, city (1990 pop. 130,474), New Haven co., S Conn., a port of entry where the Quinnipiac and other small rivers enter Long Island Sound; inc. 1784. Firearms and ammunition, clocks and watches, tools, rubber and paper products, and textiles are among the many , Conn. -- The Chairmen's Forum, a peer organization of independent chairmen of corporate boards convened by The Millstein Center for Corporate Governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. and Performance at the Yale School of Management The Yale School of Management (also known as Yale SOM) is the graduate business school of Yale University and is located on Hillhouse Avenue in New Haven, Connecticut, United States. The School offers M.B.A. and Ph.D. degree programs. , met yesterday and transmitted the following comment letter to the U.S. Securities and Exchange Commission: July 30, 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Elizabeth M. Murphy, Secretary Via e-mail: rule-comments@sec.gov Re: Proxy Disclosure and Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual Enhancements (Release Nos. 33-9052; 34-60280; IC-28817; File Number S7-13-09) The Chairmen's Forum is an organization comprised of non-executive chairmen of corporate boards whose companies are incorporated and stocks are traded on exchanges in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada. Participants meet for the purpose of addressing steps that enhance the accountability of corporations to owners, discussing matters of common interest, promoting deeper understanding of independent board leadership practices and reaching out to the wider market on effective practices of board chairmanship. The Forum, in association with Yale's Millstein Center for Corporate Governance and Performance, has issued a policy briefing entitled "Chairing the Board--The Case for Independent Leadership in Corporate North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. " which is annexed as Exhibit A. The Briefing has received widespread support and is specifically endorsed by those listed in Exhibit B. The Forum requests that the SEC consider the following comments in connection with the proposed proxy disclosure requirements regarding a company's leadership structure. While the Chairmen's Forum supports the Commission's disclosure initiative regarding leadership structure, we believe the increasingly common separation of the roles of Independent Chair and Chief Executive Officer is the preferred model for corporate governance. Hence, in our view, the disclosure requirement will only be meaningful if companies that do not have a separate Independent Chair are required to explain why they believe their leadership structure provides sufficient safeguards for shareholders: (i) against the risks inherent in excessive concentration of power and conflicts of interest, and (ii) in providing truly independent leadership for the board in oversight of management and succession. Thank you for the opportunity to comment on the SEC's Proxy Disclosure and Solicitation Enhancements. We welcome further discussion with you, other regulators or any other market participants The term market participant is used in United States constitutional law to describe a U.S. State which is acting as a producer or supplier of a marketable good or service. When a state is acting in such a role, it may permissibly discriminate against non-residents. regarding proxy disclosure of leadership structure. Sincerely, /s/ Harry Pearce Harry Pearce CBE is the fictional head of the Counter-Terrorism department of MI5, featured in the British television series, Spooks. This program is also known as MI5 in the United States. Harry Pearce Chairman The documents referenced in the letter above as exhibits, the "Chairing the Board" report and the list of specific endorsers of the report to date, can be accessed by visiting http://millstein.som (1) (System Object Model) An object architecture from IBM that provides a full implementation of the CORBA standard. SOM is language independent and is supported by a variety of large compiler and application development vendors. .yale.edu/chairmensforum.shtml. About The Millstein Center for Corporate Governance and Performance at the Yale School of Management The Millstein Center for Corporate Governance and Performance at the Yale School of Management is a leading global resource for testing, challenging and advancing the premise that corporations should and can serve society. The Center pursues its mission by convening events; sponsoring empirical research Noun 1. empirical research - an empirical search for knowledge inquiry, research, enquiry - a search for knowledge; "their pottery deserves more research than it has received" ; generating policy briefings; building market capacity by developing training, databases and institutions; and teaching and student interaction. About the Chairmen's Forum Founded on February 26, 2008, the Chairmen's Forum is an organization comprised of non-executive chairmen of corporate boards whose companies are incorporated and stocks are traded on exchanges in the United States and Canada. Participants meet for the purpose of addressing steps that enhance the accountability of corporations to owners, discussing matters of common interest, promoting deeper understanding of independent board leadership practices and reaching out to the wider market on effective practices of board chairmanship. The Chairmen's Forum intends to help create an international hub of national and regional forums of non-executive chairmen to encourage peer exchanges worldwide. The founding Chairman is Harry Pearce, Non-Executive Chairman of Nortel Networks (Nortel Networks Limited, Brampton, Ontario, www.nortelnetworks.com) A world leader in telecommunications products, which includes switching, wireless and broadband systems for service providers and carriers, telephones and systems for residential and business users, computer telephony Corporation and Chairman of MDU (1) (Multiple Dwelling Unit) A commercial or residential building with multiple offices or apartments. See BLEC. (2) (Multiply-Divide Unit) A high-speed circuit that performs multiplication and division within the CPU. Resources Group, Inc. For more information visit: http://millstein.som.yale.edu/chairmensforum.shtml. |
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