SEC aims to give shareholders more voice on boards

Chief executives fear federal regulators' proposal goes too far but large investors call plan too weak

? Federal regulators moved Wednesday to make it easier for major shareholders to install directors on company boards over opposition from corporate CEOs — an effort to make companies more accountable.

The Securities and Exchange Commission, tentatively adopting the far-reaching proposal at an open meeting, recognized the opposition of CEOs who want to keep the status quo and big pension funds that say the plan doesn’t go far enough.

The commissioners voted 5-0 to open the proposed rules to public comment for 60 days. If they are finally adopted, contested board elections could not take place under them until the spring of 2005.

The proposal was crafted to avoid the election of “special-interest” directors beholden to the shareholder groups that nominated them, by requiring evidence of significant investor dissatisfaction with the company and nominated directors’ independence from the groups, said Alan Beller, director of the SEC’s corporation finance division.

There “should not be single-issue or special-interest directors,” Beller said before the vote.

The plan was designed to make firms more answerable for their actions and to prevent corporate boards from functioning as rubber stamps for executives’ action — the sort of pliancy that occurred at Enron and other disgraced companies. The goal is to bolster investor confidence rattled by last year’s wave of corporate scandals.

SEC Chairman William Donaldson has endorsed the plan.

Opponents — including the Business Roundtable, representing chief executives of the biggest corporations — maintain that the move would bring chaos in the boardroom, give special interests undue influence over company policy and force companies that govern themselves stringently into board takeover contests.