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"What shareholders appear to have witnessed over these directors' tenure, as a close examination of the evidence in this proxy contest makes plain, is an enduring failure of board leadership, and a bewildering lack of accountability for results," I.S.S. said.
This post is based on a co-publication from IRRC and Institutional Shareholder Services, Inc. Related research from the Program on Corporate Governance includes The "New Insiders": Rethinking Independent Directors' Tenure by Yaron Nili (discussed on the Forum here).
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Should director tenure be limited?
However, I believe that these uniform limits on director tenure are counter-productive.
The European Commission has recommended a 12 year director tenure as a best practice for EU based companies.
The governance profile includes not only structural defenses, but also director tenure and diversity (which are becoming more significant investor considerations), director expertise and compensation structures.
As a result, average director tenure at S&P 1500 firms now stands at a level 8.7 years last recorded in 2010.
The Commonsense Principles 2.0 sets out recommendations on additional corporate governance issues not covered above, including board committee structure, director tenure, board agendas and management succession planning.
Notably, large-cap firms, which are often first adopters of many governance reforms, actually lag their mid-sized siblings in using such director tenure ceilings.
Given the broad range of average tenure in different regions, in 2014, SSgA is evaluating board refreshment and director succession practices at its investee companies through a new director tenure policy.
Heinel points to State Street's own record at voting against companies where they had concerns about director tenure as evidence that the money manager is willing to follow through on its newer gender initiative.
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