The SDX Story

The Shareholder-Director Exchange (SDX) was formed by leading advisors to corporations and their directors – Cadwalader, Wickersham & Taft LLP for legal strategy and governance analysis; Teneo for communications and strategy; and Tapestry Networks for governance and multi-party problem expertise – with additional support from investor communications firm Broadridge Financial Solutions.

SDX participants came together to discuss shareholder-director engagement and to use their collective experience to develop the SDX Protocol, a set of guidelines to provide a framework for shareholder-director engagements. While the decision to engage directly with investors should be made in consultation with or at the request of management, the 10-point SDX Protocol offers guidance to US public company boards and shareholders on when such engagement is appropriate, and how to make these engagements valuable and effective.

SDX WORKING GROUP

The SDX working group includes leading independent directors and representatives from some of the largest and most influential long-term institutional investors. Beginning in the autumn of 2013, Tapestry, Cadwalader, and Teneo interviewed the SDX working group – as well as subject matter experts and other thought leaders – about shareholder-director engagement. The SDX working group members are listed below

Glenn Booraem
Principal and Fund Controller, Vanguard

Les Brun
Director, Automatic Data Processing, Inc., Broadridge Financial Solutions, and Merck

Mayree Clark
Managing Partner of Eachwin Capital and Director, Ally Financial Services

Stu Dalheim
Vice President, Shareholder Advocacy, Calvert Investments

Michelle Edkins
Managing Director and Global Head of Corporate Governance and Responsible Investment, BlackRock

Margaret M. Foran
Chief Governance Officer, Vice President and Corporate Secretary, Prudential Financial and Chairman of the Governance Committee, Occidental Petroleum Board of Directors

Tim Goodman
Associate Director and Head of North American Engagement, Hermes EOS

Bonnie Hill
Director, AK Steel Holding Corp., California Water Service Group, Home Depot*, and Yum! Brands

Michele Hooper
Director, National Association of Corporate Directors, PPG Industries, United Health Group

Labe Jackson
Director, JPMorgan Chase & Co.

Bess Joffe
Managing Director of Corporate Governance, TIAA-CREF

Rakhi Kumar
Managing Director and Head of Corporate Governance, State Street Global Advisors

Linda Fayne Levinson
Director, Hertz, Ingram Micro, Jacobs Engineering Group, NCR and Western Union

Mike McCauley
Senior Officer, Investment Programs & Governance, State Board of Administration of Florida

Eileen Mercier
Director, Intact Financial, Ontario Teachers’ Pension Plan, Teekay Shipping, University Health Network

Thomas Mistele
Director, Chief Operating Officer, Senior Counsel, and Secretary, Dodge & Cox, San Francisco

Tom O’Neill
Director, Archer Daniels Midland, NASDAQ OMX Group, Inc., and Misonix

Nathan Partain
President & Chief Investment Officer, Duff & Phelps Investment Management; Director, Otter Tail Corp.

Debra Perry
Director, Korn/Ferry International and PartnerRe

Rich Roedel
Director, IHS, Inc., Lorillard, Inc., Luna Innovations Inc., and Six Flags Entertainment Corp.

Anne Sheehan
Director of Corporate Governance, California State Teachers’ Retirement System

James C. Woolery
Co-Founder and Managing Partner, Hudson Executive Capital

SDX Sponsors

Christopher T. Cox

Christopher T. Cox is the Chairman of Cadwalader’s Corporate Department and a member of the firm’s Management Committee. Mr. Cox represents clients in a wide range of corporate and financial matters and has extensive experience in the mergers and acquisitions and corporate governance fields. With a premier reputation for advising life sciences companies, Mr. Cox was recently selected by The American Lawyer as a “Dealmaker of the Year”.

Rich Fields

Rich Fields is a principal at Tapestry Networks responsible for leading corporate governance programs and projects, including the Lead Director Network, Compensation Committee Leadership Network, and North American Audit Committee Leadership Network. He frequently writes and speaks about corporate governance and board leadership.