At a recent meeting of the embattled and understaffed U.S. Securities and Exchange Commission, SEC Chairman Mary L. Schapiro drew attention to a statement issued by the SEC that, at first blush, appears triggered by this past year’s market crisis and resulting fragility of investor confidence.
Think again. The SEC issued the statement on April 28, 1977. It reads:
“Recent disclosures concerning a wide variety of questionable and illegal corporate practices, accomplished in certain instances with the knowledge and participation of top corporate management, have served to focus public attention on the subject of corporate accountability. A number of proposals designed to achieve a new ‘corporate governance’ have been suggested, including placing greater emphasis on the role of outside directors and audit committees, increasing federal control over corporate conduct through legislation which requires federal chartering or setting of minimum standards of corporate conduct, and providing mechanisms to assure a higher level of management accountability to shareholders through revisions of the commission’s proxy rules.”
Now, as the SEC (obviously not for the first time) considers changes to federal proxy rules, Ms. Schapiro is hoping “with all my heart that, 32 years from now, a future SEC chairman is not quoting my words, calling once again for a new rule facilitating the inclusion of shareholder nominees in corporate proxies.”