Sometime in the early 1990s when General Motors posted a$4 billion loss, I quipped that my daughter, who was four at the time, couldconceivably sit in the chairman's office and over the course of a year, and lose nomore than $4 billion.

The chair of GM during that period, one Roger Smith (wholater was to be immortalized in Michael Moore's satirical documentary"Roger and Me"), retired soon after and was given a board seat atbeverage and food conglomerate PepsiCo, where he earned roughly $1 million peryear.

Back then I was covering the restaurant industry and Ichurned out a column on how envious I was of folks landing cushy board seatsafter years of non-accomplishment at their former companies.

I've also seen activist investors in companies goingthrough the process of submitting their own slate of directors, citing thebungling of incumbents and grossly devalued share prices.

I was always of the belief that the people who haveinvested in companies have both a right to approve executive compensation andnominate outside candidates for the board.

Last week the SEC sort of met that wish list halfway,adopting changes to the federal proxy access allowing shareholders to nominatedirectors to a company's board.

Under the rules, shareholders will be eligible to havetheir nominees included in the proxy materials if they own at least 3 percentof the company's shares continuously for at least the prior three years. Thateliminates the expense of compiling additional mailings.

While it might be tailor-made for institutional investorssuch as the $205 billion CalPERS and other large state pension funds or thosesafely ensconced in the Forbes 400, those guidelines immediately eliminateaverage investors, and have prompted some criticism as being too onerous.

A spate of state pension officials dashed off a letter toSEC chair Mary Schapiro urging that the holding period be downsized to twoyears from three.

And SEC commissioner Kathleen Casey has been outspokenabout the new mandate calling it "fatally flawed," and questioningwhether it could survive judicial scrutiny.

Application of the new access rules will become effectivein about 60 days and will be deferred for three years for the smallest publiccompanies.

Like anything else, its effectiveness will be judged overtime.

But the guidelines came nearly two decades late forPepsiCo, but on the other hand,  Moore might not have had a career.

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