Council Of Institutional Investors

EDUCATE/ADVOCATE FOR EFFECTIVE CORPORATE GOVERNANCE AND PUBLIC COMPANY DISCLOSURE, STRONG SHAREHOLDER RIGHTS AND FAIR CAPITAL MARKETS.

EDUCATION AND RESEARCH: IN 2021, CII HOSTED TWO NATIONAL CONFERENCES BOTH ONLINE AND A PROFESSIONAL TRAINING COURSE. THE FALL CONFERENCE INCLUDED A VIRTUAL SHAREHOLDER-COMPANY ENGAGEMENT EXCHANGE. CII CONDUCTED NUMEROUS PODCASTS, WEBINARS AND TELECONFERENCES DURING THE YEAR ON A WIDE RANGE OF TOPICS RELATED TO CORPORATE GOVERNANCE, SHAREHOLDER RIGHTS AND FAIR AND EFFECTIVE CAPITAL MARKETS. CII PUBLISHED ON A WEEKLY SCHEDULE THE CII GOVERNANCE ALERT MEMBER NEWSLETTER. CII ALSO PROVIDED MEMBERS AND THE PUBLIC WITH NUMEROUS RESOURCES ON ITS WEBSITE, INCLUDING THREE REPORTS (ON MARKET STRUCTURE ISSUES, SPECIAL PURPOSE ACQUISITION COMPANIES (SPACS) AND BOARD-EMPLOYEE INTERACTION). CII STAFF PRESENTED FREQUENTLY AT CONFERENCES AND AT REGULATORY AND LEGISLATIVE FORUMS. ALMOST ALL WERE ONLINE, DUE TO THE PANDEMIC.

ADVOCACY AND ENGAGEMENT: CII MEMBERS MET TWICE IN 2021 AND APPROVED: AN UPDATED STATEMENT IN SUPPORT OF DEFINED BENEFIT PLANS; AMENDMENTS TO CII POLICY ON BOARD SUCCESSION PLANNING; AMENDMENTS TO CII POLICY ON CEO SUCCESSION PLANNING; AND A POLICY ON THE BOARD'S ROLE IN STRATEGY AND RISK OVERSIGHT. CII WORKED THROUGHOUT THE YEAR TO DEFEND SHAREHOLDER RIGHTS AND PROTECTIONS. CII CONTINUED TO PRESS FOR PUBLIC COMPANIES WITH DUAL-CLASS STOCK STRUCTURES TO ADOPT "SUNSET" PROVISIONS TO REVERT TO ONE-SHARE, ONE-VOTE STRUCTURES WITHIN SEVEN YEARS. CII ALSO ADVOCATED FOR: THE FREEDOM OF INSTITUTIONAL INVESTORS TO OBTAIN INDEPENDENT PROXY ADVICE, TRANSPARENCY OF SPACS, BOARD AND SENIOR MANAGEMENT DIVERSITY, AND CORPORATE DISCLOSURE OF SUSTAINABILITY METRICS. CII OPPOSED EXPANSION OF DIRECT LISTINGS ON U.S. EXCHANGES. CII FILED THREE AMICUS BRIEFS: 1) A JOINT AMICUS BRIEF SUPPORTING NASDAQ'S BOARD DIVERSITY DISCLOSURE LISTING RULES (IN THE U.S. COURT OF APPEALS FOR THE FIFTH CIRCUIT); 2) AN AMICUS BRIEF SUPPORTING THE RIGHT OF SHAREHOLDERS TO FILE PROPOSALS AT PORTFOLIO COMPANIES (IN U.S. DISTRICT COURT FOR THE DISTRICT OF COLUMBIA); AND 3) AN AMICUS BRIEF HIGHLIGHTING MISALIGNMENT OF INTERESTS IN SPACS (IN U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK). CII SUBMITTED 42 COMMENT LETTERS (TO CONGRESS, THE SEC, THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD, THE DEPARTMENT OF LABOR, STOCK EXCHANGES AND OTHER U.S. AND NON-U.S. ENTITIES) ON A RANGE OF TOPICS, AND ALSO WROTE LETTERS TO HUNDREDS OF COMPANIES ASKING THEM TO ACT ON MATTERS REQUESTED IN SHAREHOLDER PROPOSALS THAT RECEIVED MAJORITY SUPPORT, TO TERMINATE THE SERVICES OF DIRECTORS WHO FAILED TO RECEIVE MAJORITY SUPPORT AND TO DISMANTLE DUAL-CLASS STOCK STRUCTURES.