2009 Proxy Season – “Alignment” Defines Proxy Communication Strategies

Last week, Bank of America shareholders voted to strip Ken Lewis of his role as Chairman of the bank's Board of Directors. While Lewis will continue to serve as chief executive, he now faces the daunting task of regaining the trust and support of those who lost billions of dollars, along with many jobs, on his watch.
The debate on whether Lewis deserved to be ousted from the board will play out over the coming weeks and months but the fundamental issues transcend the details of this particular situation. There is an unprecedented level of anger among investors this proxy season. That anger will certainly be focused somewhere and it' s a safe bet that most shareholders will blame those who personify the companies they lead.
It may not be fair - but it is the reality. For CEOs who are also Chairpersons, the lesson is that sound proxy communications strategies are needed lest they suffer a fate similar to Lewis'.
Annual meetings are often critical forums for leaders to define their visions. It' s a time to inspire as well as provide specifics on where the company is going and how it plans to get there. 2009 is no different but, for many in the financial services industry, it' s impossible to talk about the future until TARP-related issues have been addressed. Investors in the nation' s banks want to know how and when the money will be repaid and what effect their plan will have on the company' s short- and long-term goals.
Shareholders are also expected to demand the implementation of reforms to ensure this crisis is never repeated. Risk management is now an important area of substantive inquiry. Executive compensation practices are on the table.
If the preferred approach of financial services to the 2009 proxy season can be summed up in a word, that word is alignment. Executives must demonstrate that their goals are aligned with those of their newest and most influential shareholders - the American people. They must likewise show how they plan to align compensation with risk. And, they must communicate a willingness to align their vision with that of their shareholders.
Most important, financial service CEOs and the industry's lead directors must show that their approaches are aligned with the new reality confronting all Corporate America. The world they operate in has changed and they must change with it.
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