SEC chairman outlines proxy reform proposals

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SEC Chairman Mary Schapiro outlined a series of proposed reforms to proxy statements in a speech before the Practising Law Institute in New York on Nov. 4.

Schapiro said shareholders should be given more information about the qualifications of directors and nominees and the structure of board governance. The regulatory agency also wants increased disclosure about compensation consultant fees and conflicts, and about the relationship between overall compensation policies and risk profile.

Schapiro said she wants shareholders to receive more timely disclosure of annual meeting voting results and more concise, informative proxy statements.

"We're not interested in lots of information; we're interested in meaningful information," she said.

Schapiro also noted that agency staff recently issued guidance that shareholder proposals focusing on CEO succession planning are no longer considered "ordinary business" that may be excluded from proxy materials.