In the News

• General Motors and Ford CEOs putting their salary on the line – Los Angeles Times
• Boston Business Journal says it’s time for corporate boards to step up to the plate
• Lifting the Lid-US firms struggle to globalize the boardroom - Reuters
• Real Business points out 10 principles of corporate governance
• Auditors Urge Treasury to Add Bailout Controls – New York Times via Dealbook

Comments

[Kevin]

Very sad to see millions are losing their jobs, millions have lost trillions in their 401k's, others losing their homes and yet, the coporate executives leave with millions.

I myself am in the securities business. It is sad how the Board looks the other way, compensates senior executives with ungodly salaries, losing billions for their shareholders and employes and yet are not accountable to anyone, other than their stock options.

It is time for a change!!!

[JGP]

I'm sorry, but there is too much peripheral fluff on the subject of governance, including The Ten Principles, noted above. Pious statements like this have been making the rounds for years to no practical effect.

The heart of the matter is that boards in the US have broad authority to do pretty much as they wish as a result of Delaware case law. That case law gives boards, under the business judgement rule, full authority to make decisions that favor the corporate entity even to the detriment of share owners. Plain enough. And boards and CEOs understand they are in the sweet spot for for personal enrichment that cannot be stopped by a diversified and powerless owner base. United Shareholders of America is just so much more noise in the system.

So, let's look at governance as a legal problem where the laws are inadequate, judges are given too much discretion, and state laws are conflicting or problematic and federal law is lacking.

And, let's get Carl focusing on a narrower target rather than roiling a mob of angry share owners that don't know where to go or what to do but be unhappy about poison pills and related defenses that have been around for decades to foil raiders.

What are the federal laws that need to be changed or enacted that would clearly require boards to be accountable to share owners without ambiguity or judicial discretion. Period. If Carl can articulate that well in the context of being the correct counter to current Delaware case law, then he'll have my attention.

Thank you.

[Eric]

Corporate governance is only one part of this complex, intractable problem.

Mutual funds and pension funds often control sufficient votes to change corporate boards and wrongheaded policies. Instead of using this power to effect change, they consistently vote with the status quo.

I recently commented on this phenomenon to a very large mutual fund company where we owned substantial assets (collectively in the mid to high six figures). One of their directors sat on 132 different fund boards in the same mutual fund company. How could this person possibly carry out any substantive oversight duties?

The response received was a masterpiece of doublespeak, glittering generalities and covering their backsides.

We subsequently sold all of our shares and moved our investments elsewhere.

Bottom line, the mutual fund companies depend on outside consulting firms to tell them "how" to vote shares in annual corporate elections. With all of the analytical firepower mutual funds claim to have in house, it is a waste of shareholders' money to outsource this very important fiduciary duty.