Recommendations

Boardroom Culture

• Create a new class of public directors
• Insist on greater gender, ethnic, experiential, and, most importantly, perceptual diversity
• Impose term limits on independent directors
• Limit directors to serving on three or fewer boards
• Require directors to put more skin in the game with meaningful equity purchases
• Initiate more communication between directors and shareholders

Strengthening Accountability and Shareholder Rights

• Split the chairman/CEO role
• Allow shareholders to call Extraordinary General Meetings
• Add clout to say-on-pay
• Empower and encourage boards to gather independent information
• Explore lessons from foreign, nonprofit, and private company boards
• End the conflict of interest in mutual fund voting
• Require more disclosure in director elections
• Reform voting processes to end manipulation by management

Reduce Gatekeeper conflicts and Improve Their Contributions

• Reform the auditors' business model
• Fix "Up the Ladder"
• Reform the ratings agency model
• Disclose lobbyist expenses
• Increase funding for SEC enforcement
• Federalize more corporate law

Shareholders Must Awaken and Participate