members and directors. The meeting concluded with the authorization of a new committee with a mandate to knock down hurdles to shareholder proxy voting. The four markets targeted by the committee include France, Japan, Australia and surprisingly, the United States. The committee will be charged with promoting the proxy voting standards adopted by the ICGN two years ago and will deal with authorities in the four target markets to enhance the ability of shareholders to exercise their full voting rights. The makeup of the committee will be determined in September of this year. The ICGN is critical of certain rules adopted by US stock exchanges that allow brokers to vote certain so-called “routine” proxies on behalf of their clients, without any consultation. In France, the objective of the committee will be to overturn the law that requires signatures of beneficial owners on the proxy cards. This rule has virtually silenced foreign shareholders of French corporations. In Japan and Australia, the issue confronting the committee is the length of time that shareholders have to vote their proxies.

There were three representatives of Industry Canada attending the ICGN conference. Their participation is reassuring since these individuals are involved in the process of revamping the Canada Business Corporations Act. Certain Canadian jurisdictions still permit corporations to run a shareholder vote by show of hands at a shareholder meeting (thus ignoring the number of proxy votes held by the individual). New Canadian business laws should reflect the globally accepted “one share one vote” principle and the increasing ease with which shareholders are able to vote their proxies by eliminating the right to vote by show of hands. It is clearly inappropriate for a public company.

The ICGN elected 12 members to its board of governors of whom six are new nominees. The six to be reelected include:
André Baladi (Co-chair of ICGN board) of Geneva-based Baladi & Associates
Peter Clapman (co-chair of ICGN board) of TIAA CREF

Sandy Easterbrook of Australia-based Corporate Governance International
Claude Lamoureux of the Ontario Teachers’ Pension Plan Board
Pierre-Henri Leroy of France-based Proxinvest
Lars Millberg of Sweden-based Aktiespararna shareholder association

New nominees include:
Peter Butler of UK-based Hermes
Stephen Davis of US-based Davis Global Advisors
Jon Lukomnik formerly of CDC Asset Management
Ariyoshi Okumura of Japan-based Lotus Advisory
Linda Selbach of Barclays Global Investors
Dario Trevisan of Italy-based Studio Legale Trevisan & Associati
The appointment of Linda Selbach of Barclays to the ICGN board comes at an interesting time given the ICGN’s push on proxy voting and “just do it” corporate governance. In creating its new Canadian TSE S&P 60 index units, Barclays neglected to factor in any system for voting the proxies of the companies held on behalf of the unitholders. Barclays will forward proxies on a pro-rata basis to holders of a large number of the S&P 60 units. Other proxies will likely be ignored or, at best, will be sent in blank or voted with management.

The next meeting and conference to be held by the ICGN will be on July 11-13, 2001 at the Hotel Okura in Tokyo and will include a new awards ceremony to reward individuals for exceptional contributions to corporate governance.