Recommendations

Boardroom Culture
  • Create a new class of public directors
  • Insist on greater gender, ethnic, experiential, and, most importantly, perceptual diversity
  • Impose term limits on independent directors
  • Limit directors to serving on three or fewer boards
  • Require directors to put more skin in the game with meaningful equity purchases
  • Initiate more communication between directors and shareholders
Strengthening Accountability and Shareholder Rights
  • Split the chairman/CEO role
  • Allow shareholders to call Extraordinary General Meetings
  • Add clout to say-on-pay
  • Empower and encourage boards to gather independent information
  • Explore lessons from foreign, nonprofit, and private company boards
  • End the conflict of interest in mutual fund voting
  • Require more disclosure in director elections
  • Reform voting processes to end manipulation by management
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