I 
114TH CONGRESS 
2D SESSION 
H. R. 5311 
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 account-
ability, transparency, responsiveness, and competition in the proxy advi-
sory 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 
A BILL 
To improve the quality of proxy advisory firms for the protec-
tion of investors and the U.S. economy, and in the public 
interest, by fostering accountability, transparency, re-
sponsiveness, and competition in the proxy advisory firm 
industry. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate Governance 
Reform and Transparency Act of 2016’’. 
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SEC. 2. DEFINITIONS. 
(a) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended by adding at the end the following new 
paragraphs: 
‘‘(81) PROXY
ADVISORY
FIRM.—The term 
‘proxy advisory firm’ means any person registered 
under section 15H who is engaged in the business 
of providing proxy voting research, analysis, or rec-
ommendations to clients, which conduct constitutes 
a solicitation within the meaning of section 14 and 
the Commission’s rules and regulations thereunder, 
except to the extent that the person is exempted by 
such rules and regulations from requirements other-
wise applicable to persons engaged in a solicitation. 
‘‘(82) PERSON ASSOCIATED WITH A PROXY AD-
VISORY FIRM.—The term ‘person associated with’ a 
proxy advisory firm means any partner, officer, or 
director of a proxy advisory firm (or any person oc-
cupying a similar status or performing similar func-
tions), any person directly or indirectly controlling, 
controlled by, or under common control with a proxy 
advisory firm, or any employee of a proxy advisory 
firm, except that persons associated with a proxy ad-
visory firm whose functions are clerical or ministe-
rial shall not be included in the meaning of such 
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term. The Commission may by rules and regulations 
classify, for purposes or any portion or portions of 
this Act, persons, including employees controlled by 
a proxy advisory firm.’’. 
(b) APPLICABLE DEFINITIONS.—As used in this 
Act— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; and 
(2) the term ‘‘proxy advisory firm’’ has the 
same meaning as in section 3(a)(81) of the Securi-
ties Exchange Act of 1934, as added by this Act. 
SEC. 3. REGISTRATION OF PROXY ADVISORY FIRMS. 
(a) AMENDMENT.—The Securities Exchange Act of 
1934 is amended by inserting after section 15G the fol-
lowing new section: 
‘‘SEC. 15H. REGISTRATION OF PROXY ADVISORY FIRMS. 
‘‘(a) CONDUCT PROHIBITED.—It shall be unlawful 
for a proxy advisory firm to make use of the mails or any 
means or instrumentality of interstate commerce to pro-
vide proxy voting research, analysis, or recommendations 
to any client, unless such proxy advisory firm is registered 
under this section. 
‘‘(b) REGISTRATION PROCEDURES.— 
‘‘(1) APPLICATION FOR REGISTRATION.— 
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‘‘(A) IN GENERAL.—A proxy advisory firm 
must file with the Commission an application 
for registration, in such form as the Commis-
sion shall require, by rule or regulation, and 
containing the information described in sub-
paragraph (B). 
‘‘(B) REQUIRED INFORMATION.—An appli-
cation for registration under this section shall 
contain information regarding— 
‘‘(i) a certification that the applicant 
has adequate financial and managerial re-
sources to consistently provide proxy advice 
based on accurate information; 
‘‘(ii) the procedures and methodolo-
gies that the applicant uses in developing 
proxy voting recommendations, including 
whether and how the applicant considers 
the size of a company when making proxy 
voting recommendations; 
‘‘(iii) the organizational structure of 
the applicant; 
‘‘(iv) whether or not the applicant has 
in effect a code of ethics, and if not, the 
reasons therefor; 
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‘‘(v) any potential or actual conflict of 
interest relating to the ownership structure 
of the applicant or the provision of proxy 
advisory services by the applicant, includ-
ing whether the proxy advisory firm en-
gages in services ancillary to the provision 
of proxy advisory services such as con-
sulting services for corporate issuers, and 
if so the revenues derived therefrom; 
‘‘(vi) the policies and procedures in 
place to manage conflicts of interest under 
subsection (f); and 
‘‘(vii) any other information and docu-
ments concerning the applicant and any 
person associated with such applicant as 
the Commission, by rule, may prescribe as 
necessary or appropriate in the public in-
terest or for the protection of investors. 
‘‘(2) REVIEW OF APPLICATION.— 
‘‘(A) INITIAL DETERMINATION.—Not later 
than 90 days after the date on which the appli-
cation for registration is filed with the Commis-
sion under paragraph (1) (or within such longer 
period as to which the applicant consents) the 
Commission shall— 
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‘‘(i) by order, grant registration; or 
‘‘(ii) institute proceedings to deter-
mine whether registration should be de-
nied. 
‘‘(B) CONDUCT OF PROCEEDINGS.— 
‘‘(i) CONTENT.—Proceedings referred 
to in subparagraph (A)(ii) shall— 
‘‘(I) include notice of the grounds 
for denial under consideration and an 
opportunity for hearing; and 
‘‘(II) be concluded not later than 
120 days after the date on which the 
application for registration is filed 
with the Commission under paragraph 
(1). 
‘‘(ii) DETERMINATION.—At the con-
clusion of such proceedings, the Commis-
sion, by order, shall grant or deny such ap-
plication for registration. 
‘‘(iii) EXTENSION AUTHORIZED.—The 
Commission may extend the time for con-
clusion of such proceedings for not longer 
than 90 days, if it finds good cause for 
such extension and publishes its reasons 
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for so finding, or for such longer period as 
to which the applicant consents. 
‘‘(C) GROUNDS FOR DECISION.—The Com-
mission shall grant registration under this sub-
section— 
‘‘(i) if the Commission finds that the 
requirements of this section are satisfied; 
and 
‘‘(ii) unless the Commission finds (in 
which case the Commission shall deny such 
registration) that— 
‘‘(I) the applicant has failed to 
certify to the Commission’s satisfac-
tion that it has adequate financial and 
managerial resources to consistently 
provide proxy advice based on accu-
rate information and to materially 
comply with the procedures and meth-
odologies disclosed under paragraph 
(1)(B) and with subsections (f) and 
(g); or 
‘‘(II) if the applicant were so reg-
istered, its registration would be sub-
ject to suspension or revocation under 
subsection (e). 
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‘‘(3) PUBLIC AVAILABILITY OF INFORMATION.— 
Subject to section 24, the Commission shall make 
the information and documents submitted to the 
Commission by a proxy advisory firm in its com-
pleted application for registration, or in any amend-
ment submitted under paragraph (1) or (2) of sub-
section (c), publicly available on the Commission’s 
website, or through another comparable, readily ac-
cessible means. 
‘‘(c) UPDATE OF REGISTRATION.— 
‘‘(1) UPDATE.—Each registered proxy advisory 
firm shall promptly amend and update its applica-
tion for registration under this section if any infor-
mation or document provided therein becomes mate-
rially inaccurate, except that a registered proxy advi-
sory firm is not required to amend the information 
required to be filed under subsection (b)(1)(B)(i) by 
filing information under this paragraph, but shall 
amend such information in the annual submission of 
the organization under paragraph (2) of this sub-
section. 
‘‘(2) CERTIFICATION.—Not later than 90 cal-
endar days after the end of each calendar year, each 
registered proxy advisory firm shall file with the 
Commission an amendment to its registration, in 
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such form as the Commission, by rule, may prescribe 
as necessary or appropriate in the public interest or 
for the protection of investors— 
‘‘(A) certifying that the information and 
documents in the application for registration of 
such registered proxy advisory firm continue to 
be accurate in all material respects; and 
‘‘(B) listing any material change that oc-
curred to such information or documents during 
the previous calendar year. 
‘‘(d) CENSURE, DENIAL, OR SUSPENSION OF REG-
ISTRATION; NOTICE AND HEARING.—The Commission, by 
order, shall censure, place limitations on the activities, 
functions, or operations of, suspend for a period not ex-
ceeding 12 months, or revoke the registration of any reg-
istered proxy advisory firm if the Commission finds, on 
the record after notice and opportunity for hearing, that 
such censure, placing of limitations, suspension, or revoca-
tion is necessary for the protection of investors and in the 
public interest and that such registered proxy advisory 
firm, or any person associated with such an organization, 
whether prior to or subsequent to becoming so associ-
ated— 
‘‘(1) has committed or omitted any act, or is 
subject to an order or finding, enumerated in sub-
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paragraph (A), (D), (E), (H), or (G) of section 
15(b)(4), has been convicted of any offense specified 
in section 15(b)(4)(B), or is enjoined from any ac-
tion, conduct, or practice specified in subparagraph 
(C) of section 15(b)(4), during the 10-year period 
preceding the date of commencement of the pro-
ceedings under this subsection, or at any time there-
after; 
‘‘(2) has been convicted during the 10-year pe-
riod preceding the date on which an application for 
registration is filed with the Commission under this 
section, or at any time thereafter, of— 
‘‘(A) any crime that is punishable by im-
prisonment for one or more years, and that is 
not described in section 15(b)(4)(B); or 
‘‘(B) a substantially equivalent crime by a 
foreign court of competent jurisdiction; 
‘‘(3) is subject to any order of the Commission 
barring or suspending the right of the person to be 
associated with a registered proxy advisory firm; 
‘‘(4) fails to furnish the certifications required 
under subsections (b)(2)(C)(ii)(I) and (c)(2); 
‘‘(5) has engaged in one or more prohibited acts 
enumerated in paragraph (1); or 
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‘‘(6) fails to maintain adequate financial and 
managerial resources to consistently offer advisory 
services with integrity, including by failing to comply 
with subsections (f) or (g). 
‘‘(e) TERMINATION OF REGISTRATION.— 
‘‘(1) VOLUNTARY WITHDRAWAL.—A registered 
proxy advisory firm may, upon such terms and con-
ditions as the Commission may establish as nec-
essary in the public interest or for the protection of 
investors, which terms and conditions shall include 
at a minimum that the registered proxy advisory 
firm will no longer conduct such activities as to 
bring it within the definition of proxy advisory firm 
in section 3(a)(81) of the Exchange Act, withdraw 
from registration by filing a written notice of with-
drawal to the Commission. 
‘‘(2) COMMISSION AUTHORITY.—In addition to 
any other authority of the Commission under this 
title, if the Commission finds that a registered proxy 
advisory firm is no longer in existence or has ceased 
to do business as a proxy advisory firm, the Com-
mission, by order, shall cancel the registration under 
this section of such registered proxy advisory firm. 
‘‘(f) MANAGEMENT OF CONFLICTS OF INTEREST.— 
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‘‘(1) ORGANIZATION
POLICIES
AND
PROCE-
DURES.—Each registered proxy advisory firm shall 
establish, maintain, and enforce written policies and 
procedures reasonably designed, taking into consid-
eration the nature of the business of such registered 
proxy advisory firm and associated persons, to ad-
dress and manage any conflicts of interest that can 
arise from such business. 
‘‘(2) COMMISSION AUTHORITY.—The Commis-
sion shall issue final rules to prohibit, or require the 
management and disclosure of, any conflicts of inter-
est relating to the offering of proxy advisory services 
by a registered proxy advisory firm, including, with-
out limitation, conflicts of interest relating to— 
‘‘(A) the manner in which a registered 
proxy advisory firm is compensated by the cli-
ent, or any affiliate of the client, for providing 
proxy advisory services; 
‘‘(B) the provision of consulting, advisory, 
or other services by a registered proxy advisory 
firm, or any person associated with such reg-
istered proxy advisory firm, to the client; 
‘‘(C) business relationships, ownership in-
terests, or any other financial or personal inter-
ests between a registered proxy advisory firm, 
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or any person associated with such registered 
proxy advisory firm, and any client, or any af-
filiate of such client; 
‘‘(D) transparency around the formulation 
of proxy voting policies; 
‘‘(E) the execution of proxy votes if such 
votes are based upon recommendations made by 
the proxy advisory firm in which someone other 
than the issuer is a proponent; 
‘‘(F) issuing recommendations where proxy 
advisory firms provide advisory services to a 
company; and 
‘‘(G) any other potential conflict of inter-
est, as the Commission deems necessary or ap-
propriate in the public interest or for the pro-
tection of investors. 
‘‘(g) RELIABILITY OF PROXY ADVISORY FIRM SERV-
ICES.—Each registered proxy advisory firm shall have 
staff sufficient to produce proxy voting recommendations 
that are based on accurate and current information. Each 
registered proxy advisory firm shall detail procedures suf-
ficient to permit companies receiving proxy advisory firm 
recommendations access in a reasonable time to the draft 
recommendations, with an opportunity to provide mean-
ingful comment thereon, including the opportunity to 
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present details to the person(s) responsible for developing 
the recommendation in person or telephonically. Each reg-
istered proxy advisory firm shall employ an ombudsman 
to receive complaints about the accuracy of voting infor-
mation used in making recommendations from the sub-
jects of the proxy advisory firm’s voting recommendations, 
and shall resolve those complaints in a timely fashion and 
in any event prior to voting on the matter to which the 
recommendation relates. 
‘‘(h) DESIGNATION
OF COMPLIANCE OFFICER.— 
Each registered proxy advisory firm shall designate an in-
dividual responsible for administering the policies and pro-
cedures that are required to be established pursuant to 
subsections (f) and (g), and for ensuring compliance with 
the securities laws and the rules and regulations there-
under, including those promulgated by the Commission 
pursuant to this section. 
‘‘(i) PROHIBITED CONDUCT.— 
‘‘(1) PROHIBITED ACTS AND PRACTICES.—The 
Commission shall issue final rules to prohibit any 
act or practice relating to the offering of proxy advi-
sory services by a registered proxy advisory firm 
that the Commission determines to be unfair, coer-
cive, or abusive, including any act or practice relat-
ing to— 
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‘‘(A) conditioning a voting recommendation 
or other proxy advisory firm recommendation 
on the purchase by an issuer or an affiliate 
thereof of other services or products, of the reg-
istered proxy advisory firm or any person asso-
ciated with such registered proxy advisory firm; 
and 
‘‘(B) modifying a voting recommendation 
or otherwise departing from its adopted system-
atic procedures and methodologies in the provi-
sion of proxy advisory services, based on wheth-
er an issuer, or affiliate thereof, subscribes or 
will subscribe to other services or product of the 
registered proxy advisory firm or any person as-
sociated with such organization. 
‘‘(2) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (1), or in any rules or regulations adopt-
ed thereunder, may be construed to modify, impair, 
or supersede the operation of any of the antitrust 
laws (as defined in the first section of the Clayton 
Act, except that such term includes section 5 of the 
Federal Trade Commission Act, to the extent that 
such section 5 applies to unfair methods of competi-
tion). 
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‘‘(j) STATEMENTS OF FINANCIAL CONDITION.—Each 
registered proxy advisory firm shall, on a confidential 
basis, file with the Commission, at intervals determined 
by the Commission, such financial statements, certified (if 
required by the rules or regulations of the Commission) 
by an independent public auditor, and information con-
cerning its financial condition, as the Commission, by rule, 
may prescribe as necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(k) ANNUAL REPORT.—Each registered proxy advi-
sory firm shall, at the beginning of each fiscal year of such 
firm, report to the Commission on the number of share-
holder proposals its staff reviewed in the prior fiscal year, 
the number of recommendations made in the prior fiscal 
year, the number of staff who reviewed and made rec-
ommendations on such proposals in the prior fiscal year, 
and the number of recommendations made in the prior 
fiscal year where the proponent of such recommendation 
was a client of or received services from the proxy advisory 
firm. 
‘‘(l) TRANSPARENT
POLICIES.—Each registered 
proxy advisory firm shall file with the Commission and 
make publicly available its methodology for the formula-
tion of proxy voting policies and voting recommendations. 
‘‘(m) RULES OF CONSTRUCTION.— 
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‘‘(1) NO WAIVER OF RIGHTS, PRIVILEGES, OR 
DEFENSES.—Registration under and compliance 
with this section does not constitute a waiver of, or 
otherwise diminish, any right, privilege, or defense 
that a registered proxy advisory firm may otherwise 
have under any provision of State or Federal law, 
including any rule, regulation, or order thereunder. 
‘‘(2) NO PRIVATE RIGHT OF ACTION.—Nothing 
in this section may be construed as creating any pri-
vate right of action, and no report filed by a reg-
istered proxy advisory firm in accordance with this 
section or section 17 shall create a private right of 
action under section 18 or any other provision of 
law. Provided, however, that a subject of a proxy ad-
visory firm voting recommendations aggrieved by a 
proxy advisory firm’s failure to comply in full with 
subsection (g), or rules issued by the Commission 
thereunder, may bring an action in Federal district 
court to enforce said provisions through equitable re-
lief, money damages, or such other relief determined 
by the court to be appropriate. 
‘‘(n) REGULATIONS.— 
‘‘(1) NEW PROVISIONS.—Such rules and regula-
tions as are required by this section or are otherwise 
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necessary to carry out this section, including the ap-
plication form required under subsection (a)— 
‘‘(A) shall be issued by the Commission, 
not later than 180 days after the date of enact-
ment of this section; and 
‘‘(B) shall become effective not later than 
1 year after the date of enactment of this sec-
tion. 
‘‘(2) REVIEW OF EXISTING REGULATIONS.—Not 
later than 270 days after the date of enactment of 
this section, the Commission shall— 
‘‘(A) review its existing rules and regula-
tions which affect the operations of proxy advi-
sory firms; 
‘‘(B) amend or revise such rules and regu-
lations in accordance with the purposes of this 
section, and issue such guidance, as the Com-
mission may prescribe as necessary or appro-
priate in the public interest or for the protec-
tion of investors; and 
‘‘(C) direct Commission staff to withdraw 
the Egan Jones Proxy Services (May 27, 2004) 
and Institutional Shareholder Services, Inc. 
(September 15, 2004) no-action letters. 
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‘‘(o) APPLICABILITY.—This section, other than sub-
section (n), which shall apply on the date of enactment 
of this section, shall apply on the earlier of— 
‘‘(1) the date on which regulations are issued in 
final form under subsection (n)(1); or 
‘‘(2) 270 days after the date of enactment of 
this section.’’. 
(b) CONFORMING AMENDMENT.—Section 17(a)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 
78q(a)(1)) is amended by inserting ‘‘proxy advisory firm,’’ 
after ‘‘nationally recognized statistical rating organiza-
tion,’’. 
SEC. 4. COMMISSION ANNUAL REPORT. 
The Commission shall make an annual report publicly 
available on the Commission’s Internet website. Such re-
port shall, with respect to the year to which the report 
relates— 
(1) identify applicants for registration under 
section 15H of the Securities Exchange Act of 1934, 
as added by this Act; 
(2) specify the number of and actions taken on 
such applications; 
(3) specify the views of the Commission on the 
state of competition, transparency, policies and 
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methodologies, and conflicts of interest among proxy 
advisory firms; 
(4) include the determination of the Commis-
sion with regards to— 
(A) the quality of proxy advisory services 
issued by proxy advisory firms; 
(B) the financial markets; 
(C) competition among proxy advisory 
firms; 
(D) the incidence of undisclosed conflicts 
of interest by proxy advisory firms; 
(E) the process for registering as a proxy 
advisory firm; and 
(F) such other matters relevant to the im-
plementation of this Act and the amendments 
made by this Act, as the Commission deter-
mines necessary to bring to the attention of the 
Congress; 
(5) identify problems, if any, that have resulted 
from the implementation of this Act and the amend-
ments made by this Act; and 
(6) recommend solutions, including any legisla-
tive or regulatory solutions, to any problems identi-
fied under paragraphs (4) and (5). 
Æ 
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