SEC Highlights Proxy Voting

March 21, 2002 ( - Shareholder activism was given a boost this week when Securities and Exchange Commission Chairman Harvey Pitt expressed in a private letter that money managers should view their corporate proxy votes as a fiduciary duty, according to a report by the Wall Street Journal.

According to the report, the letter is addressed to Ram Trust Services, an affiliate of the Corporate Library, a governance-watchdog Web site. The Corporate Library has posted the letter on its Web site .

The letter was sent in response to a request that the SEC provide guidance concerning the duty of investment advisers to vote proxies on behalf of their clients.

“An investment adviser must exercise its responsibility to vote the shares of its clients in a manner that is consistent with … its fiduciary duties under federal and state law to act in the best interests of its clients,” the newspaper quotes Pitt as writing.

The letter also noted that the SEC was still deciding whether to amend its rules on disclosure, particularly the issue of whether investment advisers should be required to disclose their proxy voting policies and their votes, particularly on contested issues.

According to the letter, the SEC is also considering amending its rules to enhance its Office of Inspections and Examinations’ ability to perform investigations into proxy voting practices and conflict of interest situations.

The Wall Street Journal report comes at a time when proxy voting has been in the headlines due to the proposed merger between Compaq and Hewlett Packard.