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Title of Journal: J Bus Ethics

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Abbravation: Journal of Business Ethics

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Publisher

Springer Netherlands

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DOI

10.1007/bf02188175

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ISSN

1573-0697

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Compound Conflicts of Interest in the US Proxy Sys

Authors: Cynthia E Clark Harry J Van Buren
Publish Date: 2012/09/04
Volume: 116, Issue: 2, Pages: 355-371
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Abstract

The current proxy voting system in the United States has become the subject of considerable controversy Because institutional investment managers have the authority to vote their clients’ proxies they have a fiduciary obligation to those clients Frequently in an attempt to fulfill that obligation these institutional investors employ proxy advisory services to manage the thousands of votes they must cast However many proxy advisory services have conflicts of interest that inhibit their utility to those seeking to discharge their fiduciary duties In this article we describe the current proxy advisory network as an example of how current notions of conflicts of interest fall short when explaining the behavior of an interconnected set of market players whose remit is to act in the best interests of their investors We discuss what participants in this system should do to bring transparency and accuracy to the proxy advice industry…we’ll be asking about the role of proxy advisory firms in corporate voting Given the influence that these firms’ recommendations have on corporate voting outcomes we’ll probe the need for rules to ensure that advisory firms are basing their research and recommendations on accurate and reliable information And that they are providing adequate disclosure of any conflicts of interest they may have in providing voting recommendations

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