Women Shareholders: Are You Using Your Proxy Power?

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How many shareholders actually look at the proxy statements they get in the mail? Even fewer take the time to fill them out, but one organization says women investors--who are half of all U.S. investors--waste valuable opportunities to diversify the boardroom by not doing so, and that has severe implications for their company and their own finances.

A national poll of 1,000 women by The InterOrganization Network (ION) found that:

·         85 percent invest privately

·         84 percent invest in mutual funds

·         54 percent read shareholder resolutions; 75 percent of those women vote

·         55 percent say they vote for the slate that is presented by the company and just 9 percent say they comment or refuse to vote if the slate includes no or too few women. A full 86 percent of respondents say they don't comment at all

·         52 percent always look at board composition before deciding whether and how to vote, and 35 percent sometimes do

Board turnover is high, but women fill relatively few vacancies, according to ION. In 2006, for example, 539 new independent directors were elected to public-company boards, but only 17 percent of these seats were filled by women. Where are the women CEOs? Not on boards of directors.

How many women are board directors?

• In 2006, women held 14.8 percent of Fortune 500 board seats; women of color held only 3 percent, according to Catalyst
• Less than 10 percent of the board seats of the 1126 public companies ION studied were held by women, and 38 percent of these companies had no women on their boards
• Women are 19 percent of board members among The 2007 DiversityInc Top 50 Companies for Diversity^®, and 25 percent of those women are women of color. Women are even more represented on the boards of DiversityInc's Top 10 Companies for Executive Women, where they are 22 percent of directors 

A study by executive-search firm Bridge Partners also found there's a major gender gap by industry. The top 25 tech companies in Silicon Valley, for example, have only 12 percent women on their boards, compared with 14 percent of non-tech companies in Silicon Valley and 18.5 percent of non-tech Fortune 25 companies. Download the findings and get more Fortune 500 board-member statistics from DiversityInc.

Are stereotypes keeping women from the top? It's not for lack of a pipeline. Women are earning post-graduate degrees at a rapidly higher rate than men and will soon hold a majority of all doctorate, master's and bachelor's degrees. They are more likely to hold management and professional positions than men, and although only 12 women CEOs currently lead Fortune 500 corporations, resourceful companies use nontraditional recruiting methods and talent pools to tap qualified female executives for their boards.

Studies consistently show women board directors make a difference; there's a correlation between the number of women on a board and shareholder returns, return on equity, return on investment, long-term profitability and lower volatility, for example. Women make more than 85 percent of all consumer purchases and more than 53 percent of all investment decisions. They control $14 trillion in assets, and their high rate of entrepreneurship (at nearly triple the national average) is expanding that pool even more. Women board directors bring the ability to relate to diverse markets, and as diversity becomes increasingly important to shareholders, it helps attract new investors, talented workers, brand-conscious consumers, and ultimately expands the bottom line.

For women shareholders, using proxy power to increase the number of women on corporate boards is in their own financial interest, but they're not taking advantage. "It's clear from this survey that women investors care about the issue, but don't take the time or know how to use their proxy to make a difference," Toni Wolfman, president of ION and Executive in Residence at the Women's Leadership Institute at Bentley College, said in a statement. "There's not one solution that will make a CEO or chair of a nominating committee take note. But a combination of efforts will. Even something as simple as writing the words 'Where are the Women' on a proxy statement will be noticed if enough investors take the time to do it."

ION, a national consortium of eight women's business organizations, developed a shareholders' guide to help women understand how to use their proxies to advance diversity on corporate boards and why this issue is so important.

Here are six tips from ION:

1. Read up. Check out the annual reports and proxy statements for all companies in which you invest. Are there any women directors? Any female executives or women among the company's highest-paid employees? As a shareholder, you've got open access to this kind of information; the first step is to be aware of it. 
2. Use your proxy power. You don't even have to go to a shareholder meeting to tell a company how you feel about the number of women directors on its board. Shareholders are asked to vote on candidates for election, which you can do electronically or by mail.  
3. Write to the company's leadership. Contact information for independent directors, board chairs, nominating-committee chairs and corporate secretaries is listed in your proxy statement. Send them a letter or e-mail expressing your interest in seeing more women on the board. 
4. Speak up. Sometimes the fastest way to get your message across is to attend a shareholder meeting and speak up about how you feel. Each proxy statement includes a date and time for the next shareholder meeting and an invite for you. 
5. Vote. Your opinion doesn't count much unless you exercise your vote on shareholder resolutions. Finding allies who support your view and will stand by it at shareholder meetings also is a crucial means of enacting change. 
6. Nominate your own candidates. Women comprise 23 percent of nominating-committee members but only 15 percent of committee chairs, according to research from Spencer Stuart and Catalyst. With few women in this role, it's easy to understand why the recruiting search for board members usually focuses on the C-suite, typically occupied by white-male executives. Your proxy statement tells you how you can nominate your own candidates for boards. Make your company aware of how many talented women leaders there are out there, and specify the skills and experience that make them best for the job.  

Find out other ways shareholders and mutual-fund investors can take action to increase diversity on corporate boards.

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