Board members sometimes use independent employees or principals of the managing agent to avoid a conflict of interest and preserve the integrity of the voting process. When you can't be present at a shareholders meeting, you can create a Corporate Proxy allowing you to have another person represent you and vote on your behalf. You'll typically want to give a Corporate Proxy to another stockholder, and for a limited period of time. Your dated Corporate Proxy should include details like: the name of the corporation; the owner of the stock; who will be given authority to represent the stockholder (also called ?the proxy?); when the proxy's authority will take effect; whether you wish to direct your proxy how to vote on certain issues; and the issues on which the proxy's vote will be limited. Finally, make sure a witness is present for the signing, since this proxy is essentially a Special Power of Attorney. The first element of a tuple stands for the name of the component, the second stands for the corresponding version. Care should be taken that incentives are not so strong that some individuals are tempted to cross lines of ethical behavior, for example by manipulating revenue and profit figures to drive the share price of the company up. A staggered board that could be dismantled in this way would combine the longer-term perspective of three-year terms with the responsiveness to the takeover marketplace that shareholders want. It would give ISS recourse against individual directors, but only every three years rather than every year.