Curb Excessive Directorships – filed by Kenneth Steiner at three companies this year: AIG, Bank of America, and Exxon Mobil to limit directors to serving on no more than three boards. None of the proposals received more than 6% of votes cast in favor, but Steiner raised the point that overextended directors may be bad for corporate governance.
My sense is this type of proposal might do better by recommending the policy of the Council of Institutional Investors (CII).
Absent unusual, specified circumstances, directors with full-time jobs should not serve on more than two other boards. Currently serving CEOs should not serve as a director of more than one other company, and then only if the CEO’s own company is in the top half of its peer group. No other director should serve on more than five for-profit company boards.