Jan. 28, 2019
Brent J. Fields Secretary, Securities and Exchange Commission 100 F St NE, Washington, D.C. 20549-1090 Dear Mr. Fields, This letter is in reference to File No. 4-725: SEC Staff Roundtable on the Proxy Process Retirement income is in a state of uncertainty as public pension plans continue to struggle across the United States. Public pensions continue to struggle to close funding gaps. A secureretirement income is one of the main reasons I pursued a career in public service, knowing that after spending my career I wouldhave a stable retirement. That promise is under increased threat each day as pension plans become more politicized and ambiguous organizations steer leadership to irresponsible decisions. These outside advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, wield their outsized power in corporate decisions, decisions that do not enhance the financial returns of the pension fund. ISS and Glass Lewis hold a duopoly in the proxy advisory market, controlling 97 percent of the proxy space and driving corporate decisions across industries. While once appearing as responsible third parties, ISS and Glass Lewis have shifted to push political and social agendas through proxy recommendations. While social causes, such as environmental, social, and governance (ESG) standards may drive headlines and earn positive press for fund managers, they are not stable grounds for investment strategy. Whereas pensions continue to fight for solvency, ISS and Glass Lewis continue to recommend shareholder resolutions based on ideological grounds as opposed to what would create greater value for shareholders. As financial professionals, pension fund leaders have a duty to retirees to make investment decisions that will positively benefit the health of their respective pension fund. When that responsibility is neglected, the fund suffers. As a member of the Boston Retirement System, I cannot stand idly by while two companies that have no stake in the game for their voting recommendations, play such an outsized role and threaten my retirement security. ISS and Glass Lewis lack accountability for decisions affecting millions of Americans. These two little-known giants of the financial world use their influence to drive corporate and investment policy, to recommend expensive reporting and to catalyze decisions that fail to deliver greater value for investors. I do applaud the efforts of individual investors who choose to make investment decisions based on their political beliefs, personal convictions and social causes. On the individual level,such decisions are at the discretion of the investor, as they are the sole party facing the consequences of those decisions. This approach however has no place outside of individual investing, especially in public pension plans. By allowing politics to invade investment and proxy decisions, fiduciaries are not adhering to their intended standards. By neglecting those standards, pension beneficiaries are left to pay the price. As a future beneficiary of the public pension plan in Boston, I am concerned that decisions handed down by ISS and Glass Lewis do not face the level of oversight or accountability they should. By operating independent of government oversight, these two power brokers are able to sway shareholder decisions in the direction of their own agendas, not for the benefit of investors and pensioners. I commend the SEC for seeking comment on the issues with the proxy system. As a future pensioner, it is my hope that by reforming this system my retirement income can be secured. By increasing transparency and requiring adherence to their fiduciary responsibility throughout the proxy process, the SEC will be doing a service to the millions of public employees like myself who rely on state pension plans for our retirement security. Thank you for addressing this issue and the consideration of these views. Sincerely, Jessica Greene Boston Retirement System Beneficiary Cranston, RI