CII Comment to SEC on Proxy Disclosure 09-08-09 final

Sept. 8, 2009 Ms. Elizabeth M. Murphy Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 Re: Proxy Disclosure and Solicitation Enhancements File Number S7-13-09 Dear Ms. Murphy: I am writing to provide the Council of Institutional Investors’ comments on the Commission’s proposed rules on proxy disclosure and solicitation enhancements. The Council is a nonprofit association of public, corporate and labor pension funds representing more than $3 trillion in assets. As a leading voice for long-term investors responsible for the retirement savings of millions of American workers and retirees, the Council welcomes the opportunity to share its views and recommendations on the proposed rules. The need for timely, accurate and fulsome disclosures regarding corporate leadership, compensation and risk is more urgent than ever in view of the financial crisis and recession. Transparency promotes greater accountability and encourages the thoughtful, long-term approach to decision-making that corporate America desperately needs. Therefore, the Council applauds the Commission for taking a fresh look at current disclosure requirements and identifying and working to address gaps. We also appreciate the SEC’s active solicitation of ideas for further transparency enhancements beyond the proposed rules. The Council’s thoughts about the proposed rules and suggestions for additional disclosures follow. We believe ...