On June 19, 2012, the Lead Director Network (LDN) convened in New York City for its 13th meeting, during which members examined the relationship between directors and major shareholders.

Members were joined by representatives of two different types of institutional investor: Richard Breeden, former chairman of the United States Securities and Exchange Commission (SEC), and CEO and chairman of Breeden Capital Management, an asset manager focused on active engagement in a small number of investments; and Shawn Johnson, senior managing director and investment committee chair at State Street Global Advisors, a large and diversified investor with substantial holdings across virtually all public companies. Gary Retelny, president of Institutional Shareholder Services (ISS) and executive committee member of its parent, MSCI, joined members and guests for a dinner discussion concerning proxy advisers.

This issue of ViewPoints synthesizes discussions of the LDN members and guests concerning board-shareholder engagement. For further information about this document, see page 12. For a full list of contributing members, see the Appendix on page 13.