The Council posts its corporate governance policies on its Web site (org); it hopes corporate boards will meet or exceed these standards and adopt similarly appropriate additional policies to best protect shareowners'interests.
1.7 Governance Practices at Public and Private Companies: Publicly traded companies, private companies and companies in the process of going public should practice good governance. companies should not reincorporate to offshore locations where corporate governance structures are weaker, which reduces management accountability to shareowners.
General members of venture capital, buyout and other private equity funds should encourage companies in which they invest to adopt long-term corporate governance provisions that are consistent with the Council's policies. 1.9 Judicial Forum: Companies should not attempt to restrict the venue for shareowner claims by adopting charter or bylaw provisions that seek to establish an exclusive forum.
Nor should companies attempt to bar shareowners from the courts through the introduction of forced arbitration clauses. The Board of Directors 2.1 Annual Election of Directors 2.2 Director Elections 2.3 Independent Board 2.4 Independent Chair/Lead Director 2.5 All-independent Board Committees 2.6 Board Accountability to Shareowners 2.7 Board's Role in Risk Oversight 2.8 Board/Director Succession Planning and Evaluation 2.9 CEO Succession Planning 2.10 "Continuing Directors" 2.11 Board Size and Service 2.12 Board Operations 2.13 Auditor Independence 2.14 Charitable and Political Contributions 2.15 Directors with Conflicts 2.1 Annual Election of Directors: All directors should be elected annually. 2.2 Director Elections: Directors in uncontested elections should be elected by a majority of the votes cast.
In contested elections, plurality voting should apply.
An election is contested when there are more director candidates than there are available board seats.
To facilitate the shareholder voting franchise, the opposing sides engaged in a contested election should utilize a proxy card naming all management-nominees and all shareholder-proponent nominees, providing every nominee equal prominence on the proxy card.Directors who fail to receive the support of a majority of votes cast in an uncontested election should step down from the board and not be reappointed.CII's corporate governance policies were last updated on April 1, 2015. 1.5 Shareowner Participation: Shareowners should have meaningful ability to participate in the major fundamental decisions that affect corporate viability, and meaningful opportunities to suggest or nominate director candidates and to suggest processes and criteria for director selection and evaluation.Full CII Corporate Governance Policies (downloadable PDF) 1. 1.6 Business Practices and Corporate Citizenship: CII believes companies should adhere to responsible business practices and practice good corporate citizenship. An action should not be taken if its purpose is to reduce accountability to shareowners. 1.4 Accountability to Shareowners: Corporate governance structures and practices should protect and enhance a company's accountability to its shareowners, and ensure that they are treated equally.