Frontiers of corporate governance
Back in 2008, I wrote up an “Economic Recovery Plan” for the U.S. that suggested, as part of a plan to achieve vibrant GDP growth, “corporate governance that relieves investors from worry that profits will be siphoned off by management”:
Right now the shareholders of a public company are at the mercy of management. Without an expensive proxy fight, the shareholders cannot nominate or vote for their own representatives on the Board of Directors. The CEO nominates a slate of golfing buddies to serve on the Board, while he or she will in turn serve on their boards. Lately it seems that the typical CEO’s golfing buddies have decided on very generous compensation for the CEO, often amounting to a substantial share of the company’s profits. The golfing buddies have also decided that the public shareholders should be diluted by stock options granted to executives and that the price on those options should be reset every time the company’s stock takes a dive.
If current trends continue, the CEO and the rest of the executive team will eventually have salaries that consume 100 percent of a public company’s profits and they will collect half ownership of the company via stock options every few years. Who would want to invest in that?
“State Street: corporate governance has grown up” (Financial Times), an interview with Rakhi Kumar, points out that things have gone in the opposite direction since 2008:
Top of the 43-year-old’s list of concerns is the move by many of the world’s biggest technology companies, including Snap, Facebook and Alphabet, to adopt controversial voting structures that limit the power of their shareholders. The issue came to the fore in February when Snap became the first US company to issue shares at its initial public offering that gave investors no voting powers.
With $2.6 trillion in assets under management, State Street has been able to achieve some of its goals:
State Street has also taken a tougher approach to companies that have failed to appoint women to their boards, vowing earlier this year to vote against company directors that do not commit to improving the gender balance in their boardrooms. … “[Our push against all-male boards] has been a great success,” she says. “Some companies have proactively called us and asked us not to take action against them. We will keep voting against those that don’t [improve], and we hope other investors will join us.”
A quota system for women on corporate boards will apparently make State Street happy, but what will it do for ordinary investors? If the CEO and pals on the Board are stealing from shareholders via fat salaries, stock options, etc., does an ordinary shareholder care about the gender IDs of the thieves?
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