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October 3, 2022

CII Members Approve Policy Amendment on Over-boarding

At the Fall conference of the Council of Institutional Investors (which took place in Boston last month), U.S. Asset Owner members approved an amendment to CII’s corporate governance policies that redefines what CII considers to be “over-boarding.” The new policy recommends that directors serve on no more than two for-profit corporate boards if they are employed full-time and a maximum of four for-profit corporate boards if they are not employed full-time. Previously, CII’s policy on board service recommended that a director who is not employed full time could serve on a maximum of five boards, and that a director who is employed full-time be limited to three boards.

CII’s amendment also requests that companies disclose all for-profit board memberships for each director, and that nominating and governance committees develop and publicly disclose their policies on board service.

– Dave Lynn