The criticism

Critics argue that the persistent instruction offered by current issuer programs is structurally one-sided: participants may align with the board on all matters or on all but specified special matters, but cannot select an independent voting policy as their standing instruction.

The counterpoint

Participants retain the right to receive proxy materials, override the instruction for a meeting or proposal and opt out without charge. Supporters frame the program as a voluntary response to low retail participation rather than a replacement for case-by-case voting.

The question to watch

As adoption grows, the governance debate will turn on whether ease of participation and procedural safeguards compensate for the absence of standing alternatives based on third-party policies.

Source

Read the CorpGov.net commentary