Leading Public Company Directors and Representatives of Major Institutional Investors - United Under Shareholder-Director Exchange Banner - Announce New Steps Taken to Advance Growing Governance Movement

NEW YORK, July 22, 2014 /PRNewswire/ -- The working group of the Shareholder-Director Exchange (SDX) and its founders – Cadwalader, Wickersham & Taft LLP; Teneo; and Tapestry Networks – today announced important developments related to its initiative to encourage engagement between shareholders and directors, including the transmission of a letter from investor representatives of the SDX working group to Lead Directors and Corporate Secretaries of every Russell 1000 company, as well as the expansion of the SDX working group.

The full letter can be accessed here and is also available at www.sdxprotocol.com.

The letter was written by investor members of the SDX working group, and it asks public company boards to consider adopting and clearly articulating a policy for shareholder-director engagement, whether through adoption of the SDX Protocol or otherwise. The letter states:

"Engagement between public company directors and their company's shareholders is an idea whose time has come. We believe that U.S. public companies, in consultation with management, should consider formally adopting a policy providing for shareholder-director engagement, whether through adoption or endorsement of the SDX Protocol or otherwise. Several prominent U.S. companies are already following this path of engagement and disclosing their engagement efforts – we believe other public companies should follow their lead."

SDX also announced the addition of four new working group members to the roster of representatives of leading institutional investors and directors that have signed on to the SDX working group. The new members include:

• Mayree Clark, Managing Partner of Eachwin Capital and Director, Ally Financial Services
• Gail Deegan, Director, EMC Corp. and iRobot Corp.
• Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors
• Anne Sheehan, Director of Corporate Governance, California State Teachers' Retirement System (CalSTRS)

"SDX is a thoughtful and purposeful approach to shareholder-director engagement that has been positively received by the marketplace," said Declan Kelly, Co-Chair of SDX and Chairman and CEO of Teneo Holdings. "Our additions to the working group and the letter we sent to lead directors of public companies will help further the movement in governance to be more open to director engagement that is already underway."

Anne Sheehan, a new member of the SDX working group and the Director of Corporate Governance, California State Teachers' Retirement System (CalSTRS), stated, "I am honored to have the opportunity to work with the esteemed group of investors and directors who serve on the SDX working group. It is clear that there is a changing dynamic in shareholder-director relations in the U.S. that SDX has tapped into and amplified. As an investor representative, I am looking forward to encouraging the adoption and implementation of the SDX Protocol."

"In light of structural changes in the U.S. shareholder base, it is prudent for corporations – at both the management and board levels – to enhance their relationships with investors," said James C. Woolery, Co-Chair of SDX and Chairman-elect of Cadwalader, Wickersham & Taft LLP.  "SDX is providing critical infrastructure to facilitate productive shareholder-director communication, advancing engagement from a desirable idea to a practical strategy which corporations can execute."

Tim Goodman, an SDX working group member and the Associate Director and Head of North American Engagement, Hermes Equity Ownership Services, said, "As a representative of long-term investors from around the world, we are delighted to be part of the working group that developed the SDX Protocol and are using it as part of our toolkit when engaging with U.S. companies. Boards are increasingly realizing the importance of engaging meaningfully with their investors on matters affecting long-term value, including corporate governance. We believe that the SDX Protocol is helping to improve the mutual understanding and trust between directors and investors for the benefit of both."

"We're pleased that the SDX Protocol has been endorsed by issuers, their boards and investors and expect that others will begin to follow its common-sense suggestions. The 10-point SDX Protocol offers guidance on when shareholder-director engagement is appropriate, and how to make these engagements valuable and effective," said Anthony Goodman, Co-Chair of SDX and Partner at Tapestry Networks.

For more information about SDX, please visit the SDX website at www.sdxprotocol.com or send email inquiries to [email protected].

ABOUT SDX

The Shareholder-Director Exchange (SDX) is a working group comprised of leading independent directors and representatives from some of the largest and most influential long-term institutional investors; the initiative was sponsored by Cadwalader, Wickersham & Taft LLP, Teneo and Tapestry Networks, with additional support from Broadridge Financial Solutions.  SDX participants came together to discuss shareholder-director engagement and to use their collective experience to develop the SDX Protocol, a set of guidelines to provide a framework for shareholder-director engagements, which was created through a comprehensive series of interviews and meetings with more than 30 directors, institutional investors, and corporate governance thought leaders. The 10-point SDX Protocol offers guidance to public company boards and shareholders on when such engagement is appropriate, and how to make these engagements valuable and effective. A copy of the SDX Protocol is available for download at www.sdxprotocol.com.

In addition to the new members announced today, the following leading investors and directors currently serve on the SDX working group:

Glenn Booraem, Principal and Fund Controller, Vanguard         

Les Brun, Director, Automatic Data Processing, Inc., Broadridge Financial Solutions, and Merck

Stu Dalheim, Vice President, Shareholder Advocacy, Calvert Investments           

Michelle Edkins, Managing Director and Global Head of Corporate Governance and Responsible Investment, BlackRock 

Tim Goodman, Associate Director and Head of North American Engagement, Hermes EOS         

Bonnie Hill, Director, AK Steel Holding Corp., California Water Service Group, and Yum! Brands

Michele Hooper, Director, National Association of Corporate Directors, PPG Industries, United Health Group   

Labe Jackson, Director, JPMorgan Chase & Co. 

Linda Fayne Levinson, Director, Hertz, Ingram Micro, Jacobs Engineering Group, NCR and Western Union

Michael McCauley, Senior Officer, Investment Programs & Governance, State Board of Administration of Florida

Eileen Mercier, Director, Intact Financial, Ontario Teachers' Pension Plan, Teekay Shipping, University Health Network

Thomas Mistele, Director, Chief Operating Officer, Senior Counsel, and Secretary, Dodge & Cox, San Francisco

Tom O'Neill, Director, Archer Daniels Midland, NASDAQ OMX Group, Inc., and Misonix

Nathan Partain, President and Chief Investment Officer, Duff & Phelps Investment Management Co.; Director, Otter Tail Corp.

Debra Perry, Director, Korn/Ferry International and PartnerRe

Rich Roedel, Director, IHS, Inc., Lorillard, Inc., Luna Innovations Inc., and Six Flags Entertainment Corp.

SOURCE Shareholder-Director Exchange (SDX)

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