Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for proxy access at six US companies as part of its efforts to strengthen shareholder rights.
NBIM filed proposals on November 22 at Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Group to give shareholders the right to nominate candidates for board elections on company ballots. At filing, the fund held stakes of 0.6 percent to 1.1 percent in these companies, valued at a total $1.4 billion.
The right to nominate candidates to the board of publicly listed companies is a fundamental principle of good corporate governance. While this is upheld by US law, the process is cumbersome and costly because shareholders must submit alternative agendas at annual general meetings and distribute documentation among investors. Proxy access simplifies this process by allowing shareholders to put their nominees straight on the company’s agenda.
“Board members must be held accountable,” says Anne Kvam, global head of ownership policy at NBIM. “When they fail to meet our expectations, we as shareholders should be able to propose alternatives without incurring prohibitively high costs.”
The US Court of Appeals in July rejected a proposal by the US Securities and Exchange Commission to introduce universal proxy access. In the absence of such a rule, NBIM will seek to change the bylaws at US companies where it is particularly important for shareholders to be able to nominate alternative board members, such as corporations that have demonstrated poor corporate governance or unsatisfactory financial performance.
“This is the first time we file proxy access proposals,” says Kvam. “We will continue to identify companies with unsatisfactory performance.”
NBIM proposes each company establish a procedure for shareholders to nominate candidates to the board on the company’s ballot, subject to limits. Shareholders should own a minimum 1 percent of common stock for at least one year to nominate members and may propose no more than 25 percent of a board’s members. A maximum of 25 percent of the members of an elected board may have been nominated by shareholders. The six companies’ annual general meetings will be held in the second quarter of 2012.
Norway’s Government Pension Fund Global is mandated to hold 60 percent in equities, 35 to 40 percent in fixed income and as much as 5 percent in real estate. At the end of November, the fund held about $98 billion in US equities and approximately $63 billion in US bonds.
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