New Glass Lewis chief to expand abroad amid U.S. regulatory clamp-down

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© Reuters. New Glass Lewis chief to expand abroad amid U.S. regulatory clamp-down© Reuters. New Glass Lewis chief to expand abroad amid U.S. regulatory clamp-down

By Svea Herbst-Bayliss and Jessica DiNapoli

(Reuters) – Glass Lewis & Co is planning to grow its business abroad in the face of newly introduced curbs by the U.S. Securities and Exchange Commission (SEC), the proxy advisory firm’s new executive chairman Kevin Cameron told Reuters in an interview.

Cameron, who co-founded Glass Lewis in 2003, took over leadership of the San Francisco-headquartered firm last month, a few weeks after the SEC announced new oversight rules for proxy advisers, which make recommendations on how shareholders should cast their corporate ballots.

The SEC said proxy advisers like Glass Lewis cannot distribute inaccurate information, potentially making them legally liable if they do. It also clarified that investors have no obligation as shareholders to vote their shares, which could reduce their reliance on proxy advisers.

Cameron’s mission is not just to help Glass Lewis navigate this new regulatory environment, but to also win market share over larger competitor Institutional Shareholder Services Inc (ISS). He said he wanted to grow Glass Lewis’ international footprint to help achieve this.

“We want to keep expanding globally, including in Asia where we historically haven’t been as strong,” Cameron said, adding “Europe will also see growth, building on the investment we’ve made building out our presence there in recent years.”

As a member of Glass Lewis’ Research Advisory Council from 2007 to 2019, Cameron had remained involved with the firm since retiring as president in 2007.

Last month, Glass Lewis also hired Gordon Seymour as its special counsel for public policy to help deal with the new regulatory landscape, Cameron said. Until last year, Seymour, a lawyer, was general counsel of the Public Company Accounting Oversight Board, which oversees audits of public companies, and had worked at the SEC earlier in his career.

Carrie Busch, who had been with Glass Lewis at its start and led its international proxy research and new business initiatives units, returned last month as president. For the last decade, she worked at an investment firm and in finance at a pharmaceutical company.

Cameron took over from Glass Lewis CEO Katherine Rabin, who stepped down last month after 12 years at the helm. A former business journalist, Rabin will serve on Glass Lewis’ advisory council, which guides the firm’s proxy voting policies and guidelines.

Her years of experience in corporate governance could make her an attractive director candidate for a variety of public companies, Cameron said. Rabin declined to comment.

Glass Lewis has been owned by two Canadian pension funds, the Ontario Teachers Pension Plan Board and Alberta Investment Management Corp, since 2007 and 2013, respectively. Private equity investors often seek to cash out after three to seven years of ownership. However, Cameron said there were currently no plans for Glass Lewis to go up for sale.

Together, Glass Lewis and ISS have a 97% market share in the proxy advisory market, according to industry data. But they don’t split the market evenly; ISS provides recommendations to shareholders on 40,000 meetings, while Glass Lewis takes on about 20,000, according to a report from Stanford University.

ISS supplements its revenue from proxy recommendations by offering companies consulting services to improve their corporate governance. Glass Lewis has never offered consulting services to companies, fearing it could open it up to accusations of conflict of interest, and has no plans to change its policy, Cameron said.