Will shareholder pressure reshape company policies?
The governing structure of major U.S. corporations has undergone profound changes in recent decades, due to pressure from government regulators, outside activists and restive shareholders. Boards once dominated by company insiders have been reshaped, and companies have been forced to confront a host of issues that were once peripheral questions, such as how much executives should be paid and the ethical impact of corporate behavior. But the resulting policies haven’t always satisfied company critics, and some skeptics on the other side argue that the federal government’s efforts to compel better governance have been misguided. With the Trump administration more likely to roll back business regulations than to impose new ones, fresh efforts to change corporate governance will likely come from institutional and activist investors.
Among the key takeaways:
The shares of companies with “good governance” have outperformed peers by a few percentage points, according to Credit Suisse research, but the effect wasn’t present in all industries.
Executive compensation has increased significantly in the last 20 years, even as some shareholders have called for more restraint and companies have instituted “say-on-pay” stockholder votes.
In many corporations, the rules for selecting boards allow directors to be re-elected even if a majority of shareholders do not vote in favor of retaining them.
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Resources for Further Study
Bainbridge, Stephen M., “Corporate Governance After the Financial Crisis,” Oxford University Press, 2012. A skeptic of modern corporate governance principles explains why many current initiatives are “quack governance.”
Clifford, Steven, “The CEO Pay Machine: How it Trashes America and How to Stop it,” Blue Rider Press, 2017. A former CEO and board compensation committee chairman examines how CEO pay has spiraled upward and makes recommendations on how to reverse the trend.
Kim, Kenneth A., and John R. Nofsinger, “Corporate Governance,” Second Edition, Pearson/Prentice Hall, 2007. Two finance professors offer a basic introduction to the principles of corporate governance.
Monks, Robert A.G., and Nell Minow, “Corporate Governance,” Fifth Edition, Wiley, 2011. A pre-eminent textbook on corporate governance, by the founders of the governance research firm GovernanceMetrics International, that covers the subject’s intricacies while remaining readable.
Stout, Lynn, “The Shareholder Value Myth,” Berrett-Koehler Publishers Inc., 2012. A Cornell University law professor argues that the widespread belief that corporations must maximize shareholder value is wrong.
Bebchuk, Lucian A., “Investing in Good Governance,” The New York Times, Sept. 12, 2012, http://tinyurl.com/
Larcker, David, and Brian Tayan, “Chairman and CEO: The Controversy over Board Leadership,” Harvard Law School Forum on Corporate Governance and Financial Regulation, July 26, 2016, http://tinyurl.com/
Lowenstein, Roger, “CEO Pay Is Out of Control. Here’s How to Rein It In,” Fortune magazine, April 19, 2017, http://tinyurl.com/
McGregor, Jena, “The ‘zombie directors’ who lurk on corporate boards,” The Washington Post, Nov. 7, 2016, http://tinyurl.com/
Reports and Studies
“How Corporate Governance Matters,” Credit Suisse Research Institute, January 2016, http://tinyurl.com/
“International Comparison of Selected Corporate Governance Guidelines and Codes of Best Practice,” Weil, Gotshal & Manges LLP, June 2014, http://tinyurl.com/
Bhagat, Sanjai, and Bernard Black, “The Uncertain Relationship Between Board Composition and Firm Performance,” Business Lawyer, May 1999, pp. 921–963, http://tinyurl.com/
Faleye, Olubunmi, “Does One Hat Fit All? The Case of Corporate Leadership Structure,” May 10, 2007, http://tinyurl.com/
Gompers, Paul A., Joy L. Ishii and Andrew Metrick, “Corporate Governance and Equity Prices,” Quarterly Journal of Economics, Vol. 118, No. 1, pp. 107-155, February 2003, http://tinyurl.com/
The Next Step
Corporate Social Responsibility
Gibson, David, “Doing good and doing well: Faith-based investing converts the skeptics,” Religion News Service, USA Today, May 31, 2017, https://tinyurl.com/
Kolhatkar, Sheelah, “Is Socially Responsible Capitalism Losing?” The New Yorker, June 5, 2017, https://tinyurl.com/
Rushe, Dominic, “Shareholders force ExxonMobil to come clean on cost of climate change,” The Guardian, May 31, 2017, https://tinyurl.com/
Clifford, Steven, “How Companies Actually Decide What to Pay CEOs,” The Atlantic, June 14, 2017, https://tinyurl.com/
McGregor, Jena, “The surprising role where women consistently earn more than men,” The Washington Post, May 26, 2017, https://tinyurl.com/
Melin, Anders, Ellen Proper and Cynthia Koons, “Mylan Shareholders Reject Drugmaker’s Executive Pay Package,” Bloomberg, June 22, 2017, https://tinyurl.com/
Chaudhuri, Saabira and David Benoit, “Nestle Unmoved by Demands From Activist Investor Third Point,” The Wall Street Journal, June 26, 2017, https://tinyurl.com/
Cheng, Evelyn, “GE Shares pop 4% after Immelt leaves, giving activist Peltz ‘what he wanted,’” CNBC, June 12, 2017, https://tinyurl.com/
Foster, Tom, “The Shelf Life of John Mackey,” Texas Monthly, June 2017, https://tinyurl.com/
Caffrey, Michelle, “This Week in Comcast: Shareholders push back over virtual meeting,” Philadelphia Business Journal, June 13, 2017, https://tinyurl.com/
Feloni, Richard, “How the Walmart shareholders meeting went from a few guys in a coffee shop to a 14,000-person, star-studded celebration,” Business Insider, June 2, 2017, https://tinyurl.com/
Morgenson, Gretchen, “Meet the Shareholders? Not at These Shareholder Meetings,” The New York Times, March 31, 2017, https://tinyurl.com/
American College of Governance Counsel
c/o Frank M. Placenti, Squire Patton Boggs LLP, 1 E. Washington St., #2700, Phoenix, AZ 85004
Professional, educational and honorary association of lawyers recognized for their achievements in the field of corporate governance.
Council of Institutional Investors
1717 Pennsylvania Ave., N.W., Suite 350, Washington, DC 20006
Coalition of major investors, particularly public pension funds, that has advocated for corporate governance changes since 1985.
Economic Policy Institute
1225 I St., N.W., Suite 600, Washington, DC 20005
Liberal think tank that tracks trends in executive pay and publishes annual studies of the ratio of CEO pay to the average worker.
1 Sansome St., Suite 3300, San Francisco, CA 94104
Major proxy advisory service, which advises its investing clients on how to vote on governance matters.
Institutional Shareholder Services
1177 Avenue of Americas, 2nd floor, New York, NY 10036
Oldest and largest proxy advisory service, giving voting advice to clients.
International Corporate Governance Network
Saffron House, 6-10 Kirby St., London, EC1N 8TS, UK
+44 (0) 207 612 7011
Global group of governance professionals and investors who advocate for good governance.
Manhattan Institute for Policy Research
52 Vanderbilt Ave., New York, NY 10017
Free-market think tank that maintains Proxy Monitor, a database of shareholder proposals.
7 World Trade Center, 250 Greenwich St., New York, NY 10007
Stock-index provider with a governance-research division stemming from its 2014 acquisition of GMI Ratings, which was a combination of three major governance-research firms.