Improving transparency and requiring greater regulatory oversight of proxy advisory firms.
NIRI was extremely disappointed in the abrogation of the 2022 Final Rule regarding proxy advisory firms so soon after that rule was promulgated. 
  • NIRI supports: The draft review process that was proposed in the 2019 Proposed Rule, which can operate very efficiently and does not impact the independence of a proxy advisory firm, as each firm retains its exclusive right to determine whether to make any changes to a company report before disseminating it to its clients. 
  • NIRI also supports: Regulation or guidance regarding the practice of investment managers engaging in automated voting (“robo-voting”), in which they outsource voting decisions to the two largest proxy advisory firms. Proxy advisory firms should not be permitted to offer an automated voting service that allows the proxy firm to make and execute voting decisions on behalf of registered investment advisers without any ongoing oversight by these clients, except for the approval of general guidelines and policies before proxy season begins.