Commission on Corporate Governance (CCG)

On September 23, 2010, NYSE Euronext (NYX) announced that the Commission on Corporate Governance (CCG) has concluded its work and provided its final report to the NYSE.  The Commission, which was formed in September 2009, follows along on the work of the NYSE's Proxy Working Group, although on a wider scale with both governance and proxy matters addressed.  The Commission was chaired by Larry Sonsini of Wilson Sonsini Goodrich & Rosati, and its members included issuers, investors, member organizations, and other leading governance experts.  For a complete list of CCG members, click here.

For the Final CCG Report, click here.

Key members of the Commission on Corporate Governance conducted a webcast to address the Commission's report and findings. View an archive of that webcast here.

On November 12, 2009, NYSE Euronext (NYX) announced the formation of the Commission on Corporate Governance (CCG) to address U.S. corporate governance and the proxy process. Consistent with the NYSE’s role as a leading advocate on governance issues, the CCG, chaired by Larry Sonsini of Wilson Sonsini Goodrich & Rosati, brings together representatives from public companies, institutional and individual investors, broker/dealers and other leading experts.  For a complete list of CCG members, click here.

The CCG has begun its deliberations and will work with policymakers and other interested constituents to evaluate and make recommendations with respect to reform of corporate governance practices and the proxy process.  The NYSE and the CCG appreciate the complexity of issues associated with corporate governance and proxy matters and intends to conduct a comprehensive and constructive review. Click here to view the CCG’s mission statement.

Related New Releases
23 Sep 2010:  Overview of Principles and Summary Conclusions
23 Sep 2010:  NYSE-Sponsored “Commission on Corporate Governance” Outlines Key Governance Principles
– Committee Representing Broad Group of Investors, Issuers, Broker-Dealers, Governance and Proxy Experts Defines 10 Core Principles of Corporate Governance –
 12 Nov 2009:  NYSE Completes Formation of “Commission on Corporate Governance”
– Expert Panel to Evaluate Corporate Governance Reform, Proxy Process –
 01 Sep 2009:  NYSE Forms “Commission on Corporate Governance” to Examine U.S. Corporate Governance 
– NYSE Brings Together Leading Experts to Create Dialogue on Governance Issues –

Executive and Investor Education
NYSE Euronext has enhanced its education efforts by offering various webcasts on relevant corporate governance topics and by launching a new weekly web series focused on board governance.  "This Week in the Boardroom," is presented by Corporate Board Member magazine and NYSE Euronext with knowledge partners PricewaterhouseCoopers LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The series is focused on a variety of governance and proxy-related topics, including: director elections, succession planning, executive compensation, director liability, SEC disclosure rules, IFRS and much more.  A new program in the series becomes available each Friday.  Past episodes are archived and accessible by clicking on the “This Week in the Boardroom” icon below.  Click on the “Other Educational Webcast” links below to access other goverance/proxy-related programs that have been offered by the NYSE.

Proxy Working Group (PWG)
In April 2005, the NYSE created the PWG to review the proxy voting process.  The PWG brought together industry experts under the chairmanship of Larry Sonsini of Wilson Sonsini Goodrich & Rosati.  After a comprehensive, 16-month information-gathering process, the PWG issued its report and recommendations in June 2006.  In its report, the PWG gave recognition to the complex and integrated nature of the proxy and shareholder communications process and advocated for a holistic review of the overall proxy process. 

While stating its preference for a holistic approach to reforming the proxy voting process, the PWG recommended that the NYSE move forward to amend NYSE Rule 452 to eliminate the ability of brokers to vote uninstructed shares held in customer accounts in the election of directors.  In October 2006, the NYSE submitted a rule filing to the Securities and Exchange Commission (SEC) seeking to amend Rule 452 as recommended by the PWG.  The SEC approved the NYSE’s rule filing in July 2009, to take effect for shareholder meetings scheduled to occur on or after January 1, 2010.  The amendment to Rule 452 does not affect the voting of shares with respect to the election of directors of investment companies. 

Please note that – in the absence of voting instructions from the beneficial holder – brokers will no longer be allowed to vote shares held in their clients’ accounts in the election of directors at shareholder meetings scheduled on or after January 1, 2010, regardless of whether the election is contested or uncontested.  As Rule 452 governs the conduct of NYSE member organizations, the amendment to Rule 452 will affect broker voting of shares in the election of directors of all public companies, regardless of whether the company is listed on the NYSE.

Related Information:

Reports/Rule Filings Related to NYSE Rule 452
24 Jan 2012 Notice on Amex Rule 452 Corporate Governance Proxy Proposals (pdf)
24 Jan 2012 Notice on NYSE Rule 452 Corporate Governance Proxy Proposals (pdf)
 20 Oct 2010 NYSE comments submitted to SEC regarding concept release on U.S. proxy system (pdf)
 09 Sep 2010  Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change to Amend 
 NYSE Rule 452 and Listed Company Manual Section 402.08 to Eliminate Broker Discretionary
 Voting on Executive Compensation Matter 
 01 Jul 2009 Order Approving Proposed Rule Change, as modified by Amendment No. 4  (pdf)
 26 Feb 2009  Form 19b-4, File No. SR-2006-92, Amendment No. 4  (pdf)
 Proposed Amendment to Rule 452 which updates the effective date for the rule to 1/1/2010.
 27 Aug 2007 Addendum to the Report and Recommendations of the Proxy Working Group
 to the New York Stock Exchange
 27 Jun 2007  Form 19b-4, File No. SR-2006-92, Amendment No. 2  (pdf)
 Amendment reflects minor SEC staff comments.
 23 May 2007  Form 19b-4, File No. SR-2006-92, Amendment No. 1  (pdf)
 Amendment to exclude companies registered under the Investment Company Act of 1940.
 24 Oct 2006  NYSE Adopts Proxy Working Group Recommendation to Eliminate Broker Voting in 2008
 24 Oct 2006

 Form 19b-4, File No. SR-2006-92 (pdf)
 Proposed Rule Change by the NYSE to amend Rule 452, to eliminate broker discretionary voting 
 for the election of directors.

 Dec 2006  NYSE Moves to Eliminate Broker Voting 
 05 Jun 2006  Report and Recommendations of the Proxy Working Group to the New York Stock Exchange  (pdf)