Nov. 4 (Bloomberg) -- The U.S. Securities and Exchange Commission is reviewing corporate elections and the role of so- called proxy-advisory firms to ensure director votes serve investors’ interests, Chairman Mary Schapiro said.

The SEC is examining whether rules are needed to make sure investors aren’t voting more shares than their entitlement, Schapiro said today at a New York conference. The review will focus on “empty voting” in which ballots are cast by voters who don’t have full economic interest in the company, she said.

“We want to ensure that the U.S. proxy voting system as a whole operates with the degree of reliability, accuracy, transparency and integrity that shareholders and companies have the right to expect,” Schapiro said.

The SEC is considering corporate-governance reforms after shareholders said the financial crisis showed directors didn’t adequately supervise risk-taking at banks and securities firms. Investors and companies have complained that SEC rules haven’t kept pace with changes in proxy voting, and give groups of investors too much sway in board elections.

Schapiro said the SEC will seek comment from shareholders and corporations on ways to ensure vote counts are accurate. The agency also will ask about the role of proxy-advisory firms, which pension funds pay to help decide how to vote their shares, she said.

The U.S. Chamber of Commerce, the nation’s biggest business lobby, has questioned whether advisory companies such as Riskmetrics Group Inc.’s governance services unit are conflicted. While advising shareholders how to vote, the firms sell consulting services to companies seeking to improve corporate governance.

‘Accurate, Reliable’

“Given the influence that these firms’ recommendations have on corporate voting outcomes, we’ll probe the need for rules to ensure that advisory firms are basing their research and recommendations on accurate and reliable information,” Schapiro said.

Schapiro is “committed” to considering rules “early” next year that would make it easier for investors to nominate corporate directors.

“We recognize that this timing means that any rules will not be in effect for the 2010 proxy season, but we think it’s far more important that we adopt the right rules” than “to act rashly,” Schapiro said.

The agency proposed in May that shareholders owning at least 1 percent of a company’s shares be able to nominate directors on the corporate ballot. The agency had planned to make the rule final this year so shareholders could recommend board members during 2010 elections.

Schapiro said the SEC also plans to examine corporations’ disclosure requirements.

The review, which the agency will begin next year, will determine whether companies should provide more information to investors in quarterly and annual financial statements. The SEC may decide to scrap some disclosure requirements, Schapiro said.

To contact the reporter on this story: Jesse Westbrook in Washington at jwestbrook1@bloomberg.net.

Last Updated: November 4, 2009 13:41 EST