US Governance Codes

Principles of Corporate Governance

Launched: August 206 (updated from 2012)

ObjectivesBusiness Roundtable CEOs believe that shareholder engagement will continue to be a critical corporate governance issue for U.S. companies in the years to come. Further, it is our sense that there is a growing recognition in corporate America that an increase in shareholder access to the boardroom cannot come without a corresponding increase in shareholder responsibility.

Sponsors: Business Roundtable, an association of chief executive officers of leading U.S. companies, the purpose of which is “to promote sound public policy and a thriving U.S. economy”.

Council of Institutional Investors

Latest edition: September 2016

Commonsense Principles

Launched: July 2016

Objectives: “we share the view that constructive dialogue requires finding common ground — a starting point to foster the economic growth that benefits shareholders, employees and the economy as a whole. To that end, we have worked to find commonsense principles”.

Sponsors: Tim Armour CAPITAL GROUP; Mary Barra GENERAL MOTORS COMPANY;
Warren Buffett BERKSHIRE HATHAWAY INC; Jamie Dimon JPMORGAN CHASE; Mary Erdoes J.P. MORGAN ASSET MANAGEMENT; Larry Fink BLACKROCK; Jeff Immelt GE; Mark MachinCPP INVESTMENT BOARD; Lowell McAdam VERIZON; Bill McNabb VANGUARD; Ronald O’Hanley STATE STREET GLOBAL ADVISORS;
Brian Rogers T. ROWE PRICE; Jeff Ubben VALUEACT CAPITAL

The New Paradigm of Corporate Governance

Launched: September 2016

ObjectivesThe “New Paradigm” is an emerging corporate governance framework that derives from the recognition by corporations, their CEOs and boards of directors, and by leading institutional investors and asset managers (“investors”), that short-termism and attacks by short-term financial activists significantly impede long-term economic prosperity.

Sponsor: Martin Lipton, Lawyer, Wachtell Lipton Rosen & Katz

The Council for Investor Rights and Corporate Accountability (CIRCA)

Launched: June 2016

Objectives“committed to promoting the actions of shareholder activists, and their positive impact on corporate governance and business policies at publicly traded companies.”

Sponsors: Elliot Management Corporation, Icahn Enterprises L.P., JANA Partners LLC and Pershing Square Capital Management, L.P.

Investor Stewardship Group (ISG)

Launched: February 2017

ObjectivesThe ISG was formed to bring all types of investors together to establish a framework of basic standards of investment stewardship and corporate governance for U.S. institutional investor and boardroom conduct. The result is the framework for U.S. Stewardship and Governance comprising of a set of stewardship principles for institutional investors and corporate governance principles for U.S. listed companies.

Sponsors: MFS, RAM, RBC-GAM, SBA-Florida, State Street Global Investors, T. Rowe Price, TIAA Investments, ValueAct Capital, Vanguard, Walden Asset Management, Washington State Investment Board, Wellington Management.