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III. Global Principles of Accountable Corporate Governance
The underlying tenet for CalPERS Global Principles of Accountable
Governance is that fully accountable governance structures produce,
over the long term, the best returns to shareowners. In general,
CalPERS Global Principles encompass the following:
- Corporate governance practices should focus board attention on
optimizing over time the company's operating performance and returns
to shareowners.
- Directors should be accountable to shareowners, and management
accountable to directors. To ensure this accountability, directors
must be accessible to shareowner inquiry concerning their key
decisions affecting the company's strategic direction.
- Information about companies must be readily transparent to
permit accurate market comparisons; this includes disclosure and
transparency of objective globally accepted minimum accounting
standard.
- All investors must be treated equitably and upon the principle
of one-share/one-vote.
- Proxy materials should be written in a manner designed to
provide shareowners with the information necessary to make informed
voting decisions. Similarly, proxy materials should be distributed in
a manner designed to encourage shareowner participation. All
shareowner votes, whether cast in person or by proxy, should be
formally counted; vote outcomes should be formally announced.
- Each capital market in which shares are issued and traded should
adopt its own Code of Best Practices; and, where such a code is
adopted, companies should disclose to their shareowners whether they
comply.
- Corporate directors and management should have a long-term
strategic vision that, at its core, emphasizes sustained shareowner
value. In turn, despite differing investment strategies and tactics,
shareowners should encourage corporate management to resist short-term
behavior by supporting and rewarding long-term superior returns.
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