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Deloitte Perspectives

Steve Alogna"Boards and investors have often struggled with how to best communicate on corporate governance topics. Many boards are reluctant to engage the company’s shareowners until forced by an acute event or extreme shareowner pressure. Others employ practical methods to communicate beyond the annual general meeting. I continue to urge boards to be proactive in their outreach; much can be gained by taking the time to understand the company’s shareowner base and their hot-button issues."

Steve Alogna, director, Deloitte & Touche LLP

The Annual Shareholder Meeting

At least once a year U.S. public companies hold an annual general meeting, which provides a forum for shareholders and management to have a dialogue on various company matters and to hold annual director elections.

The following guidebooks offers an overview of some of the laws, regulations and listing standards relevant to such meetings.

  • 2013 Annual Meeting Handbook: Providing a General Overview of State and Federal Laws and Stock Exchange Rules Relating to Annual Meetings of Shareholders                                                              
    Posted  with permission from RR Donnelley, copyright 2013.
  • ISS Unveils Policy Updates for 2014 Annual Meetings : An overview of the benchmark proxy voting guidelines for 2014 as conducted by Institutional Shareholder Services. Some of the key highlights include a shift towards more company-specific decisions, changed pay-for-performance analysis and Director "overboarding" issues.

On November 6, 2015, Institutional Shareholder Services Inc. (“ISS”) issued its policy changes which will be effective for meetings on or after February 1, 2015. Changes were made to the following:

  • Equity-Based and Other Incentive Plans
  • Independent Chair Shareholder Proposals
  • Voting on Director Nominees in Uncontested Elections
  • Litigation Rights (including exclusive venue and fee-shifting provisions)
  • Political Contributions Shareholder Proposals
  • Greenhouse Gas Emissions Shareholder Proposals

For details on the policy changes, click here.