Arditti manages the pension plan for a publicly traded firm, Eros Computers and in this capacity, has the right to vote 0.5% of the common shares outstanding.
Recently, Eros wanted to expand its production operations into Latin America and the board had decided to put the matter for open vote from shareholders. Arditti was on vacation in Fiji at the time and when she was informed about the vote, instructed that the portfolio proxy votes be voted along the same lines as that favored by the senior management. Arditti herself has not studied the merits of the proposed expansion plan but has complete faith in the senior management of
Eros, which has always proven to be conscientious and prudent. Arditti has
I. violated Standard IV (B.1) - Fiduciary Duties by voting the proxy shares in an indiscriminate manner.
II. can be held liable for failing in her duties under ERISA.
III. violated Standard II (B) - Professional Misconduct by behaving in an unprofessional manner.
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A. B. C. D.A
Corporate pension plan managers are governed by ERISA (Employee Retirement Security Act, 1974). One of the fiduciary duties expected under these guidelines is the voting of proxy shares. A fiduciary who fails to vote the proxy votes, votes them without analysis, or votes them blindly with the management on non-routine decisions will be in violation of ERISA. They can be held liable for trust violation unless there are explicit provisions in the plan which preclude the manager from voting. Note, however, that Arditti's voting does not constitute professional misconduct. Standard II (B) - Professional Misconduct - and Standard IV (B.1) -
Fiduciary Duties.