September 8, 2007
Dear Chairman Cox:
I am writing today to ask the Commission to preserve a critical tool for corporate accountability and investor protection: THE NONBINDING SHAREHOLDER PROPOSAL. Shareholder proposals have helped to promote transparency, improve corporate governance and performance, and raise important issues ranging from greenhouse gas emissions to sweatshops to sustainability reporting. In this way, investors have also brought visibility to important business risks that can have a profound impact on the value of our investments.
I am concerned that questions raised by the SEC may lead to the restriction or elimination of shareholders' rights to propose advisory resolutions under Rule 14a-8. As an investor, I regard shareholder resolutions as a valuable tool for shareholders to make their voices heard about the direction of our companies. I specifically oppose granting companies the ability to "opt out" of the shareholder resolution process, substituting electronic petitions or chat rooms for resolutions, or increasing the percentage vote required for resubmission in subsequent years. COMPANIES ARE NOT PRIVATE FIEFDOMS OR ASSETS TO BE CONTROLLED ONLY BY WHIM OF THE EXECUTIVE BOARD. THEY MUST BE RESPONSIVE AND ACCOUNTABLE TO ALL SHAREHOLDERS. THESE "PROPOSALS" ARE NO MORE THAN A KNEEJERK RESPONSE OF THOSE WHO CAN'T STAND BEING TOLD WHAT TO DO. THEY ARE PROPOSALS PURELY BORNE OF ARROGANCE AND SHOULD BE TREATED AS SUCH.
It is to the credit of the SEC and our democratic system that small investors as well as large ones can participate in this process. Many of the most critical corporate reforms of recent years have been promoted by these small individual and institutional investors. The current proxy rules have facilitated a rich and diverse dialogue on some of the most critical issues of our time, from climate change to excessive executive compensation. I URGE YOU TO KEEP THESE CURRENT RULES IN PLACE.
The many corporate scandals of recent years have UNDERLINED the importance of MORE communication, MORE transparency, and MORE accountability - NOT less. Nonbinding shareholder resolutions have proven effective in holding companies accountable to their owners. I ask, AND WOULD EXPECT, that the Commission safeguard, not undermine, their use.
Please let me know what action you intend to take on this issue.
Yours sincerely, James Chirillo