The below link is for the Glass Lewis 2016 proxy season guidelines. I will be using and discussing some of these provisions in future blog posts, particularly the provisions pertaining to the audit committee and risk management. While I agree with some of the Glass Lewis guidance, there are provisions with which I certainly disagree. You might agree or disagree with me. For example, and there are many examples, I have previously stated that I disagree with some of the guidelines in which Glass Lewis states that it will recommend voting against an entire audit committee – generally, in many situations a recommendation against an entire committee ignores or entirely discounts the actions of the individual committee members. Additionally, for example, whereas Glass Lewis acknowledges that the role of the audit committee is to monitor and oversee complicated accounting and internal control areas, areas in which other people are directly involved whereas the audit committee definitely is not directly involved but must substantially rely on information and actions by other people, Glass Lewis nevertheless states that it will recommend voting against:
- All members of an audit committee when it has been disclosed that a law enforcement agency has charged the company and/or its employees with a violation of the Foreign Corrupt Practices Act (FCPA).
Such a recommendation is like holding each audit committee member directly responsible for a charge that the FCPA has been violated. The audit committee and its members are responsible for spotting red flags and making sure that processes and procedures are in place, but in most situations they cannot be directly responsible for fraudulent or bribery actions by some person in some foreign country, or even in the United States.
The following is the link to the new Glass Lewis guidelines: