Improving the Way Boards, CEOs, and Shareholders Interact

In the section on board responsibilities, the Commonsense Principles state that “companies may wish to designate certain directors — as and when appropriate and in coordination with management — to communicate directly with shareholders on governance and key shareholder issues, such as CEO compensation.” (Emphasis added.) However, the primary responsibility for such communications is given to the CEO, who is charged to “actively engage” on these matters, except his own compensation, when meeting shareholders.