November 14, 2002
Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549-0609
RE: File No. S7-36-02
Dear Mr. Katz:
The Ohio Public Employees Retirement System (OPERS) is writing in support of the SEC's proposed rule, File No. S7-36-02, requiring mutual fund companies to disclose their votes on corporate proxy resolutions. OPERS believes this is a critical and beneficial step toward promoting better corporate governance.
OPERS strongly supports the current recommendations set forth by the SEC requiring mutual funds to disclose general proxy voting policies and procedures, including the disclosures listed below:
- The extent to which the fund delegates its proxy voting decisions to its investment adviser or another third party, or relies on the recommendations of a third party;
- Policies and procedures relating to matters that may affect substantially the rights or privileges of the holders of securities to be voted; and
- Policies regarding the extent to which the fund will support or give weight to the views of management of the company.
OPERS also supports the following disclosure of specific types of issues:
- Corporate governance matters, including changes in the state of incorporation, mergers and other corporate restructurings, and anti-takeover provisions such as staggered boards, poison pills, and supermajority vote provisions;
- Changes to capital structure, including increases and decreases of capital and preferred stock issuance;
- Stock option plans and other management compensation issues; and
- Social and corporate responsibility issues.
OPERS believes disclosure of funds' proxy voting policies, procedures and voting records will benefit investors in a number of ways. Such disclosure will:
- Require investment advisers to act as fiduciaries by treating the proxy as an asset and voting in the best interest of the shareholders;
- Alleviate conflicts of interests between an investment adviser and its shareholders where the investment adviser manages the retirement plan assets of a company whose securities are held by the fund. If there is a conflict of interest, disclosure will alert shareholders when an investment adviser does not vote in their best interests;
- Induce mutual funds to play a more active role in promoting sound corporate governance on the part of companies whose shares they own; and
- Provide investors with additional information to assess and differentiate among various fund companies in the marketplace allowing them to make more informed decisions when selecting a mutual fund.
OPERS believes proxy voting is an important fiduciary duty of a fund's investment advisor and, therefore, should be disclosed. The recent wave of corporate scandals provides ample evidence that corporate America is in need of greater transparency, responsibility and accountability. The SEC proposed rules are overdue and will go a long way toward restoring investor confidence.
Laurie Fiori Hacking
The Ohio Public Employees Retirement System