Just one day earlier, ISS Governance Services, focusing more on executive pay, advised Citi shareholders to vote against the reelection of Richard Parsons, Alain Belda and Kenneth Derr, who are on Citi's executive compensation committee, and against Anne Mulcahy, a member of the audit committee.

FORBES: Off With Their Heads!

The audit committee function is vital, as is the governance, compensation, and in some cases executive committee obligations.

FORBES: Bored With Board Seats

But the more discretion the committee has over executive compensation, the more explaining it needs to do.

FORBES: Bringing the Investor Perspective into the Boardroom: Five Minutes with Stephen Brown, Director of Corporate Governance and Associate General Counsel for TIAA-CREF