Testimony: Legislative Proposals to Examine Corporate Governance

Thursday, June 28, 2018 - 1:00pm

Tom Quaadman, executive vice president of the U.S. Chamber's Center for Capital Markets Competitiveness (CCMC), testified before the Senate Banking Committee during a hearing on legislative proposals to examine corporate governance. 

As Quaadman states:

  • The Chamber has long been concerned that the public company regulatory model in the United States has failed to keep up with the times, as evidenced by the significant drop in the number of public companies over the last two decades. 
  •  The legislative mandates of Sarbanes-Oxley and the Dodd-Frank Act have been coupled with the exponential growth of the proxy statement and corporate disclosures. ... The SEC has also gradually receded from its duty as a gate keeper of shareholder proposals under Rule 14a-8, which has allowed agenda-driven items to work their way into board rooms and shareholder meetings. This condition has allowed a small group of special interests to dominate the shareholder proposal process and frustrate the views of a majority of shareholders.
  •  Under the more federalized system, rather than a company's board determining the long-term strategy of success, boards are increasingly bogged down with mandated regulatory compliance issues. Corporations are being forced into a "one size fits all" model that is more expensive, provides less opportunity to grow, and makes it more difficult to run a business.
  •  On H.R. 4015, the Corporate Governance Reform and Transparency Act: Effective and transparent corporate governance systems that encourage shareholder communication and participation are a key ingredient for public companies to grow, and for their investors and workers to prosper. ... [It's] a logical next step in the wake of the 2014 SEC staff guidance.The Chamber strongly supports this legislation and urges the Committee to advance a companion Senate bill as swiftly as possible.