USA: the SEC and corporate governance

The chairman of the Securities and Exchange Commission, Mary L. Schapiro, delivered a speech earlier this month at the National Conference of the Society of Corporate Secretaries and Governance Professionals: see here. One part of her speech concentrated on effective corporate governance and in this regard the chairman observed:

... we believe investors' interests are served when they can participate productively in the governance of the companies they own. Let me be clear: the SEC's job is not to define for the market what constitutes 'good' or 'bad' governance, in a one-size-fits-all approach. Rather, the Commission's job is to ensure that our rules support effective communication and accountability among the triad of governance participants: shareholders, as the owners of the company; directors, whom the owners elect to oversee management; and executives, who manage the company day-to-day.

But meaningful communication means the spectrum of viewpoints is represented, and all of the company's owners have access to the information they need to persuade, or to be persuaded. Investors should have detailed information about directors' and nominees' qualifications; about compensation consultants' fees and conflicts; and about the relationship between a company's overall compensation policies and its risk profile. Rules requiring greater disclosure resulted—with some exceptions—in filings that were significantly more informative this year. They gave investors not only greater insight into the qualifications of board candidates, but a better understanding of how candidates' skills and experience suit the needs of their companies".