An Inside Look At Calpers' Boardroom Report Card

For 200 top chief executives, the challenge was about as welcome as an audit notice from the Internal Revenue Service. But there it was: a letter dated May 12 from the California Public Employees' Retirement System (CalPERS), the nation's biggest activist investor, asking them to lift the corporate veil on their boardroom practices. Specifically, Cal-PERS wanted to know how the biggest companies in its portfolio measured up against 28 provocative guidelines issued last spring by General Motors Corp. GM's six-page document put in writing many precepts boards should be following, but often aren't: having independent directors nominate new members, giving directors access to all top managers, scheduling private meetings of outside directors, and the like.

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