Sunshine and Wake-Up Calls

What's that sound? It's the ominous rumbling of angry shareholders, growing in volume. Don't be too disturbed, though. Shareholders should pay attention to what's going on at their companies and raise their voices when something seems wrong. Doing so is a huge step in the right direction for a more sustainable economic future.

Justice Louis Brandeis once offered this food for thought on transparency and disclosure: "Publicity is justly commended as a remedy for social and industrial diseases. Sunlight is said to be the best of disinfectants, electric light the most efficient policeman."

Lights on, folks! The idea that various stakeholders might be waking up, embracing some of that good old-fashioned, disinfecting sunlight, and taking a hard and sometimes skeptical look at current issues is a good thing for our overall economic well-being, which has been endangered by corporate dysfunction in recent years.

Start a ruckus, proxy style
'Tis the season ... proxy season, that is. Angry shareholders -- and shareholder resolutions -- are gaining higher profiles and media coverage.

Citigroup (NYSE: C  ) shareholders are hopping mad, based on yesterday's media coverage. Where's the dividend? What's with the share dilution? And California pension fund CALPERS has come out saying it opposes the re-election of Citi board members Andrew Liveris and Judith Rodin.

Shareholders are certainly none too pleased with recent developments at Goldman Sachs (NYSE: GS  ) , either.

And last week, a group of dissident shareholders made some noise about BP's (NYSE: BP  ) tar sands exploration in Canada's Sunrise oil sands development. The group says this type of exploration is more expensive and environmentally damaging than conventional methods are. Shareholders also voiced anger about CEO Tony Hayward's sizable compensation increase. (The dissidents failed, but they did garner some media attention for their causes.)

The good people at Moxy Vote, a beta site specializing in shareholder activism and voting -- and sporting the fabulous tagline "Let your voice be heard" -- recently provided me a list of some very recent or upcoming shareholder proposals they're following:

  • Bombs away! Hardcore shareholder resolutions at Boeing (NYSE: BA  ) include demands for political donation disclosure and ethical criteria for military contracts.
  • Have a Coke and a gripe. Upcoming shareholder resolutions pertaining to Coca-Cola (NYSE: KO  ) include calls for say-on-pay policies for executive compensation and a report on the company's use of the high-profile (and potentially hazardous) chemical Bisphenol A.
  • He said, she said, but it's nice to be allowed to say it. Pharma company Abbott Laboratories (NYSE: ABT  ) faces shareholder resolutions on say-on-pay policies, among others.

Some shareholder proposals represent controversial agendas, and of course you don't have to agree with every activist group that submits a proposal, but their concerns can illustrate real risks to companies' reputations and business strengths. You might not care about companies' environmental or political donation policies or their use of Bisphenol A in packaging, for example, but plenty of consumers these days do.

Regardless, you can make your vote heard using your proxy ballot. As my Foolish colleague Selena Maranjian pointed out last year, voting's not just for November anymore. And given continued post-financial crisis signs that many corporate managements still need a little kick in the pants when it comes to responsible behavior and shareholder rights (they may be leaders, but they are employees, after all), being heard is more important than ever this year.

Let there be light
Naturally, corporate managements always suggest that shareholders vote against such resolutions (or, rather, AGAINST, as they tend to shout in caps lock about how they'd prefer their shareholders to vote). Although there have been some victories in recent years -- On2 Technologies' shareholder pushback garnered a higher price when Google (Nasdaq: GOOG  ) acquired it, for example -- many shareholder movements still don't get far. Institutional shareholders still tend to be asleep at the wheel or willing to let managements engage in short-term thinking. Hopefully they'll soon wake up and take notice of these issues, too.

Regardless, complacent attitudes and apathy usually result in a race to the bottom. Positive change often doesn't happen unless people care to push for it, so it's good to see some people are at least asking the right questions. Meanwhile, I'm pretty sure the stage has been set for many a corporate scandal to occur because it seemed as if nobody was paying attention.

The idea that more and more people are tuned into these issues is exactly the kind of sunshiny scrutiny we all need right now. Let the light shine in -- and the voices ring out.

Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on corporate governance.

Coca-Cola is a Motley Fool Inside Value pick and a Motley Fool Income Investor choice. Google is a Motley Fool Rule Breakers recommendation. Try any of our Foolish newsletter services free for 30 days.

Alyce Lomaxowns no shares of any of the companies mentioned. The Fool has a disclosure policy.


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