IB 

Union Calendar No. 621 

114TH CONGRESS 

2D SESSION H. R. 5311 

[Report No. 114–798] 

To improve the quality of proxy advisory firms for the protection of investors 

and the U.S. economy, and in the public interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 24, 2016 

Mr. DUFFY (for himself and Mr. CARNEY) introduced the following bill; which 

was referred to the Committee on Financial Services 

SEPTEMBER 28, 2016 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on May 24, 2016] 


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A BILL 

To improve the quality of proxy advisory firms for the protection of investors and the U.S. economy, and in the public 

interest, by fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm 

industry. 


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1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Corporate Governance 

5 Reform and Transparency Act of 2016’’. 

6 SEC. 2. DEFINITIONS. 

7 (a) SECURITIES EXCHANGE ACT OF 1934.—Section 

8 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

9 78c(a)) is amended by adding at the end the following new 

10 paragraphs: 

11 ‘‘(81) PROXY ADVISORY FIRM.—The term ‘proxy 

12 advisory firm’ means any person registered under sec13 tion 15H who is engaged in the business of providing 

14 proxy voting research, analysis, or recommendations 

15 to clients, which conduct constitutes a solicitation 

16 within the meaning of section 14 and the Commis17 sion’s rules and regulations thereunder, except to the 

18 extent that the person is exempted by such rules and 

19 regulations from requirements otherwise applicable to 

20 persons engaged in a solicitation. 

21 ‘‘(82) PERSON ASSOCIATED WITH A PROXY ADVI22 SORY FIRM.—The term ‘person associated with’ a 

23 proxy advisory firm means any partner, officer, or 

24 director of a proxy advisory firm (or any person oc25 cupying a similar status or performing similar funcVerDate Sep 11 2014 01:46 Sep 29, 2016 Jkt 059200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6203 E:\BILLS\H5311.RH H5311

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1 tions), any person directly or indirectly controlling, 

2 controlled by, or under common control with a proxy 

3 advisory firm, or any employee of a proxy advisory 

4 firm, except that persons associated with a proxy ad5 visory firm whose functions are clerical or ministerial 

6 shall not be included in the meaning of such term. 

7 The Commission may by rules and regulations clas8 sify, for purposes or any portion or portions of this 

9 Act, persons, including employees controlled by a 

10 proxy advisory firm.’’. 

11 (b) APPLICABLE DEFINITIONS.—As used in this Act— 

12 (1) the term ‘‘Commission’’ means the Securities 

13 and Exchange Commission; and 

14 (2) the term ‘‘proxy advisory firm’’ has the same 

15 meaning as in section 3(a)(81) of the Securities Ex16 change Act of 1934, as added by this Act. 

17 SEC. 3. REGISTRATION OF PROXY ADVISORY FIRMS. 

18 (a) AMENDMENT.—The Securities Exchange Act of 

19 1934 is amended by inserting after section 15G the fol20 lowing new section: 

21 ‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 

22 ‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful for 

23 a proxy advisory firm to make use of the mails or any 

24 means or instrumentality of interstate commerce to provide 

25 proxy voting research, analysis, or recommendations to any 


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1 client, unless such proxy advisory firm is registered under 

2 this section. 

3 ‘‘(b) REGISTRATION PROCEDURES.— 

4 ‘‘(1) APPLICATION FOR REGISTRATION.— 

5 ‘‘(A) IN GENERAL.—A proxy advisory firm 

6 must file with the Commission an application 

7 for registration, in such form as the Commission 

8 shall require, by rule or regulation, and con9 taining the information described in subpara10 graph (B). 

11 ‘‘(B) REQUIRED INFORMATION.—An appli12 cation for registration under this section shall 

13 contain information regarding— 

14 ‘‘(i) a certification that the applicant 

15 has adequate financial and managerial re16 sources to consistently provide proxy advice 

17 based on accurate information; 

18 ‘‘(ii) the procedures and methodologies 

19 that the applicant uses in developing proxy 

20 voting recommendations, including whether 

21 and how the applicant considers the size of 

22 a company when making proxy voting rec23 ommendations; 

24 ‘‘(iii) the organizational structure of 

25 the applicant; 


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1 ‘‘(iv) whether or not the applicant has 

2 in effect a code of ethics, and if not, the rea3 sons therefor; 

4 ‘‘(v) any potential or actual conflict of 

5 interest relating to the ownership structure 

6 of the applicant or the provision of proxy 

7 advisory services by the applicant, includ8 ing whether the proxy advisory firm en9 gages in services ancillary to the provision 

10 of proxy advisory services such as con11 sulting services for corporate issuers, and if 

12 so the revenues derived therefrom; 

13 ‘‘(vi) the policies and procedures in 

14 place to manage conflicts of interest under 

15 subsection (f); and 

16 ‘‘(vii) any other information and docu17 ments concerning the applicant and any 

18 person associated with such applicant as the 

19 Commission, by rule, may prescribe as nec20 essary or appropriate in the public interest 

21 or for the protection of investors. 

22 ‘‘(2) REVIEW OF APPLICATION.— 

23 ‘‘(A) INITIAL DETERMINATION.—Not later 

24 than 90 days after the date on which the appli25 cation for registration is filed with the CommisVerDate Sep 11 2014 01:46 Sep 29, 2016 Jkt 059200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6203 E:\BILLS\H5311.RH H5311

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1 sion under paragraph (1) (or within such longer 

2 period as to which the applicant consents) the 

3 Commission shall— 

4 ‘‘(i) by order, grant registration; or 

5 ‘‘(ii) institute proceedings to determine 

6 whether registration should be denied. 

7 ‘‘(B) CONDUCT OF PROCEEDINGS.— 

8 ‘‘(i) CONTENT.—Proceedings referred to 

9 in subparagraph (A)(ii) shall— 

10 ‘‘(I) include notice of the grounds 

11 for denial under consideration and an 

12 opportunity for hearing; and 

13 ‘‘(II) be concluded not later than 

14 120 days after the date on which the 

15 application for registration is filed 

16 with the Commission under paragraph 

17 (1). 

18 ‘‘(ii) DETERMINATION.—At the conclu19 sion of such proceedings, the Commission, 

20 by order, shall grant or deny such applica21 tion for registration. 

22 ‘‘(iii) EXTENSION AUTHORIZED.—The 

23 Commission may extend the time for con24 clusion of such proceedings for not longer 

25 than 90 days, if it finds good cause for such 


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1 extension and publishes its reasons for so 

2 finding, or for such longer period as to 

3 which the applicant consents. 

4 ‘‘(C) GROUNDS FOR DECISION.—The Com5 mission shall grant registration under this sub6 section— 

7 ‘‘(i) if the Commission finds that the 

8 requirements of this section are satisfied; 

9 and 

10 ‘‘(ii) unless the Commission finds (in 

11 which case the Commission shall deny such 

12 registration) that— 

13 ‘‘(I) the applicant has failed to 

14 certify to the Commission’s satisfaction 

15 that it has adequate financial and 

16 managerial resources to consistently 

17 provide proxy advice based on accurate 

18 information and to materially comply 

19 with the procedures and methodologies 

20 disclosed under paragraph (1)(B) and 

21 with subsections (f) and (g); or 

22 ‘‘(II) if the applicant were so reg23 istered, its registration would be sub24 ject to suspension or revocation under 

25 subsection (e). 


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1 ‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 

2 Subject to section 24, the Commission shall make the 

3 information and documents submitted to the Commis4 sion by a proxy advisory firm in its completed appli5 cation for registration, or in any amendment sub6 mitted under paragraph (1) or (2) of subsection (c), 

7 publicly available on the Commission’s website, or 

8 through another comparable, readily accessible means. 

9 ‘‘(c) UPDATE OF REGISTRATION.— 

10 ‘‘(1) UPDATE.—Each registered proxy advisory 

11 firm shall promptly amend and update its applica12 tion for registration under this section if any infor13 mation or document provided therein becomes materi14 ally inaccurate, except that a registered proxy advi15 sory firm is not required to amend the information 

16 required to be filed under subsection (b)(1)(B)(i) by 

17 filing information under this paragraph, but shall 

18 amend such information in the annual submission of 

19 the organization under paragraph (2) of this sub20 section. 

21 ‘‘(2) CERTIFICATION.—Not later than 90 cal22 endar days after the end of each calendar year, each 

23 registered proxy advisory firm shall file with the 

24 Commission an amendment to its registration, in 

25 such form as the Commission, by rule, may prescribe 


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1 as necessary or appropriate in the public interest or 

2 for the protection of investors— 

3 ‘‘(A) certifying that the information and 

4 documents in the application for registration of 

5 such registered proxy advisory firm continue to 

6 be accurate in all material respects; and 

7 ‘‘(B) listing any material change that oc8 curred to such information or documents during 

9 the previous calendar year. 

10 ‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG11 ISTRATION; NOTICE AND HEARING.—The Commission, by 

12 order, shall censure, place limitations on the activities, 

13 functions, or operations of, suspend for a period not exceed14 ing 12 months, or revoke the registration of any registered 

15 proxy advisory firm if the Commission finds, on the record 

16 after notice and opportunity for hearing, that such censure, 

17 placing of limitations, suspension, or revocation is nec18 essary for the protection of investors and in the public inter19 est and that such registered proxy advisory firm, or any 

20 person associated with such an organization, whether prior 

21 to or subsequent to becoming so associated— 

22 ‘‘(1) has committed or omitted any act, or is 

23 subject to an order or finding, enumerated in sub24 paragraph (A), (D), (E), (H), or (G) of section 

25 15(b)(4), has been convicted of any offense specified in 


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1 section 15(b)(4)(B), or is enjoined from any action, 

2 conduct, or practice specified in subparagraph (C) of 

3 section 15(b)(4), during the 10-year period preceding 

4 the date of commencement of the proceedings under 

5 this subsection, or at any time thereafter; 

6 ‘‘(2) has been convicted during the 10-year pe7 riod preceding the date on which an application for 

8 registration is filed with the Commission under this 

9 section, or at any time thereafter, of— 

10 ‘‘(A) any crime that is punishable by im11 prisonment for one or more years, and that is 

12 not described in section 15(b)(4)(B); or 

13 ‘‘(B) a substantially equivalent crime by a 

14 foreign court of competent jurisdiction; 

15 ‘‘(3) is subject to any order of the Commission 

16 barring or suspending the right of the person to be as17 sociated with a registered proxy advisory firm; 

18 ‘‘(4) fails to furnish the certifications required 

19 under subsections (b)(2)(C)(ii)(I) and (c)(2); 

20 ‘‘(5) has engaged in one or more prohibited acts 

21 enumerated in paragraph (1); or 

22 ‘‘(6) fails to maintain adequate financial and 

23 managerial resources to consistently offer advisory 

24 services with integrity, including by failing to comply 

25 with subsections (f) or (g). 


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1 ‘‘(e) TERMINATION OF REGISTRATION.— 

2 ‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 

3 proxy advisory firm may, upon such terms and con4 ditions as the Commission may establish as necessary 

5 in the public interest or for the protection of investors, 

6 which terms and conditions shall include at a min7 imum that the registered proxy advisory firm will no 

8 longer conduct such activities as to bring it within 

9 the definition of proxy advisory firm in section 

10 3(a)(81) of the Securities Exchange Act of 1934, with11 draw from registration by filing a written notice of 

12 withdrawal to the Commission. 

13 ‘‘(2) COMMISSION AUTHORITY.—In addition to 

14 any other authority of the Commission under this 

15 title, if the Commission finds that a registered proxy 

16 advisory firm is no longer in existence or has ceased 

17 to do business as a proxy advisory firm, the Commis18 sion, by order, shall cancel the registration under this 

19 section of such registered proxy advisory firm. 

20 ‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 

21 ‘‘(1) ORGANIZATION POLICIES AND PROCE22 DURES.—Each registered proxy advisory firm shall 

23 establish, maintain, and enforce written policies and 

24 procedures reasonably designed, taking into consider25 ation the nature of the business of such registered 


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1 proxy advisory firm and associated persons, to ad2 dress and manage any conflicts of interest that can 

3 arise from such business. 

4 ‘‘(2) COMMISSION AUTHORITY.—The Commission 

5 shall issue final rules to prohibit, or require the man6 agement and disclosure of, any conflicts of interest re7 lating to the offering of proxy advisory services by a 

8 registered proxy advisory firm, including, without 

9 limitation, conflicts of interest relating to— 

10 ‘‘(A) the manner in which a registered 

11 proxy advisory firm is compensated by the cli12 ent, or any affiliate of the client, for providing 

13 proxy advisory services; 

14 ‘‘(B) the provision of consulting, advisory, 

15 or other services by a registered proxy advisory 

16 firm, or any person associated with such reg17 istered proxy advisory firm, to the client; 

18 ‘‘(C) business relationships, ownership in19 terests, or any other financial or personal inter20 ests between a registered proxy advisory firm, or 

21 any person associated with such registered proxy 

22 advisory firm, and any client, or any affiliate of 

23 such client; 

24 ‘‘(D) transparency around the formulation 

25 of proxy voting policies; 


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1 ‘‘(E) the execution of proxy votes if such 

2 votes are based upon recommendations made by 

3 the proxy advisory firm in which someone other 

4 than the issuer is a proponent; 

5 ‘‘(F) issuing recommendations where proxy 

6 advisory firms provide advisory services to a 

7 company; and 

8 ‘‘(G) any other potential conflict of interest, 

9 as the Commission deems necessary or appro10 priate in the public interest or for the protection 

11 of investors. 

12 ‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV13 ICES.— 

14 ‘‘(1) IN GENERAL.—Each registered proxy advi15 sory firm shall have staff sufficient to produce proxy 

16 voting recommendations that are based on accurate 

17 and current information. Each registered proxy advi18 sory firm shall detail procedures sufficient to permit 

19 companies receiving proxy advisory firm rec20 ommendations access in a reasonable time to the draft 

21 recommendations, with an opportunity to provide 

22 meaningful comment thereon, including the oppor23 tunity to present details to the person responsible for 

24 developing the recommendation in person or tele25 phonically. Each registered proxy advisory firm shall 


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1 employ an ombudsman to receive complaints about 

2 the accuracy of voting information used in making 

3 recommendations from the subjects of the proxy advi4 sory firm’s voting recommendations, and shall resolve 

5 those complaints in a timely fashion and in any 

6 event prior to voting on the matter to which the rec7 ommendation relates. 

8 ‘‘(2) DRAFT RECOMMENDATIONS DEFINED.—For 

9 purposes of this subsection, the term ‘draft rec10 ommendations’— 

11 ‘‘(A) means the overall conclusions of proxy 

12 voting recommendations prepared for the clients 

13 of a proxy advisory firm, including any public 

14 data cited therein, any company information or 

15 substantive analysis impacting the recommenda16 tion, and the specific voting recommendations on 

17 individual proxy ballot issues; and 

18 ‘‘(B) does not include the entirety of the 

19 proxy advisory firm’s final report to its clients. 

20 ‘‘(h) DESIGNATION OF COMPLIANCE OFFICER.—Each 

21 registered proxy advisory firm shall designate an indi22 vidual responsible for administering the policies and proce23 dures that are required to be established pursuant to sub24 sections (f) and (g), and for ensuring compliance with the 

25 securities laws and the rules and regulations thereunder, 


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1 including those promulgated by the Commission pursuant 

2 to this section. 

3 ‘‘(i) PROHIBITED CONDUCT.— 

4 ‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 

5 Commission shall issue final rules to prohibit any act 

6 or practice relating to the offering of proxy advisory 

7 services by a registered proxy advisory firm that the 

8 Commission determines to be unfair, coercive, or abu9 sive, including any act or practice relating to— 

10 ‘‘(A) conditioning a voting recommendation 

11 or other proxy advisory firm recommendation on 

12 the purchase by an issuer or an affiliate thereof 

13 of other services or products, of the registered 

14 proxy advisory firm or any person associated 

15 with such registered proxy advisory firm; and 

16 ‘‘(B) modifying a voting recommendation or 

17 otherwise departing from its adopted systematic 

18 procedures and methodologies in the provision of 

19 proxy advisory services, based on whether an 

20 issuer, or affiliate thereof, subscribes or will sub21 scribe to other services or product of the reg22 istered proxy advisory firm or any person asso23 ciated with such organization. 

24 ‘‘(2) RULE OF CONSTRUCTION.—Nothing in 

25 paragraph (1), or in any rules or regulations adopted 


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1 thereunder, may be construed to modify, impair, or 

2 supersede the operation of any of the antitrust laws 

3 (as defined in the first section of the Clayton Act, ex4 cept that such term includes section 5 of the Federal 

5 Trade Commission Act, to the extent that such section 

6 5 applies to unfair methods of competition). 

7 ‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 

8 registered proxy advisory firm shall, on a confidential 

9 basis, file with the Commission, at intervals determined by 

10 the Commission, such financial statements, certified (if re11 quired by the rules or regulations of the Commission) by 

12 an independent public auditor, and information concerning 

13 its financial condition, as the Commission, by rule, may 

14 prescribe as necessary or appropriate in the public interest 

15 or for the protection of investors. 

16 ‘‘(k) ANNUAL REPORT.—Each registered proxy advi17 sory firm shall, at the beginning of each fiscal year of such 

18 firm, report to the Commission on the number of share19 holder proposals its staff reviewed in the prior fiscal year, 

20 the number of recommendations made in the prior fiscal 

21 year, the number of staff who reviewed and made rec22 ommendations on such proposals in the prior fiscal year, 

23 and the number of recommendations made in the prior fis24 cal year where the proponent of such recommendation was 

25 a client of or received services from the proxy advisory firm. 


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1 ‘‘(l) TRANSPARENT POLICIES.—Each registered proxy 

2 advisory firm shall file with the Commission and make 

3 publicly available its methodology for the formulation of 

4 proxy voting policies and voting recommendations. 

5 ‘‘(m) RULES OF CONSTRUCTION.— 

6 ‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR DE7 FENSES.—Registration under and compliance with 

8 this section does not constitute a waiver of, or other9 wise diminish, any right, privilege, or defense that a 

10 registered proxy advisory firm may otherwise have 

11 under any provision of State or Federal law, includ12 ing any rule, regulation, or order thereunder. 

13 ‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing in 

14 this section may be construed as creating any private 

15 right of action, and no report filed by a registered 

16 proxy advisory firm in accordance with this section 

17 or section 17 shall create a private right of action 

18 under section 18 or any other provision of law. 

19 ‘‘(n) REGULATIONS.— 

20 ‘‘(1) NEW PROVISIONS.—Such rules and regula21 tions as are required by this section or are otherwise 

22 necessary to carry out this section, including the ap23 plication form required under subsection (a)— 


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1 ‘‘(A) shall be issued by the Commission, not 

2 later than 180 days after the date of enactment 

3 of this section; and 

4 ‘‘(B) shall become effective not later than 1 

5 year after the date of enactment of this section. 

6 ‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 

7 later than 270 days after the date of enactment of this 

8 section, the Commission shall— 

9 ‘‘(A) review its existing rules and regula10 tions which affect the operations of proxy advi11 sory firms; 

12 ‘‘(B) amend or revise such rules and regula13 tions in accordance with the purposes of this sec14 tion, and issue such guidance, as the Commis15 sion may prescribe as necessary or appropriate 

16 in the public interest or for the protection of in17 vestors; and 

18 ‘‘(C) direct Commission staff to withdraw 

19 the Egan Jones Proxy Services (May 27, 2004) 

20 and Institutional Shareholder Services, Inc. 

21 (September 15, 2004) no-action letters. 

22 ‘‘(o) APPLICABILITY.—This section, other than sub23 section (n), which shall apply on the date of enactment of 

24 this section, shall apply on the earlier of— 


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1 ‘‘(1) the date on which regulations are issued in 

2 final form under subsection (n)(1); or 

3 ‘‘(2) 270 days after the date of enactment of this 

4 section.’’. 

5 (b) CONFORMING AMENDMENT.—Section 17(a)(1) of 

6 the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)) 

7 is amended by inserting ‘‘proxy advisory firm,’’ after ‘‘na8 tionally recognized statistical rating organization,’’. 

9 SEC. 4. COMMISSION ANNUAL REPORT. 

10 The Commission shall make an annual report publicly 

11 available on the Commission’s Internet website. Such report 

12 shall, with respect to the year to which the report relates— 

13 (1) identify applicants for registration under 

14 section 15H of the Securities Exchange Act of 1934, 

15 as added by this Act; 

16 (2) specify the number of and actions taken on 

17 such applications; 

18 (3) specify the views of the Commission on the 

19 state of competition, transparency, policies and meth20 odologies, and conflicts of interest among proxy advi21 sory firms; 

22 (4) include the determination of the Commission 

23 with regards to— 

24 (A) the quality of proxy advisory services 

25 issued by proxy advisory firms; 


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1 (B) the financial markets; 

2 (C) competition among proxy advisory 

3 firms; 

4 (D) the incidence of undisclosed conflicts of 

5 interest by proxy advisory firms; 

6 (E) the process for registering as a proxy 

7 advisory firm; and 

8 (F) such other matters relevant to the im9 plementation of this Act and the amendments 

10 made by this Act, as the Commission determines 

11 necessary to bring to the attention of the Con12 gress; 

13 (5) identify problems, if any, that have resulted 

14 from the implementation of this Act and the amend15 ments made by this Act; and 

16 (6) recommend solutions, including any legisla17 tive or regulatory solutions, to any problems identi18 fied under paragraphs (4) and (5). 


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Union Calendar No. 621 

114TH CONGRESS 

2D SESSION H. R. 5311 

[Report No. 114–798] 

A BILL 

To improve the quality of proxy advisory firms for 

petition in the proxy advisory firm industry. ability, transparency, responsiveness, and comand in the public interest, by fostering accountthe protection of investors and the U.S. economy, 

SEPTEMBER 28, 2016 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


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