Proxy access(代理参与)
“代理参与”的制度要求美国公司将那些持有公司股票比例3%以上、持有时间至少为3年的股东提名的董事直接列入候选人名单。
Say-on-Pay（薪酬话语权）
It is a term used for a rule in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives.
Myth #6: Voting Recommendations Are Based on Rigorous Research 投票基于认真的研究调查
Many institutional investors consult the recommendation of a third-party advisory firm before deciding how to vote the annual proxy. However, robust evidence does not exist that the recommendations of advisory firms are correct. They have not been shown to increase shareholder value, correlate with improved operating performance, or predict negative events such as financial restatements, bankruptcies, or class-action lawsuits.
Myth #7: Best Practices Are the Solution 最好的惯例就是解决之策
Corporations are organizational systems. Their success is predicated on their external setting, the interactions of their constituents, and the processes by which the corporate strategy is planned and executed. Governance can only be improved when corporate practitioners and their constituents give the matter the careful consideration it deserves.
Why This Matters
1. When companies get these choices wrong or make incorrect selections based on “myths” about corporate governance, the welfare of shareholders and stakeholders is harmed.
2. Decisions regarding the structure and processes of a governance system should be based on concrete evidence, not the educated guesses of self-styled experts.
Find more information in this website:
http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=2045