Institutional Failures

One of the biggest hurdles to better corporate governance policies at publicly traded companies is that many large institutional shareholders don't take a leadership role in pushing back against corporate managements when it's necessary.

It's not difficult to see why such huge shareholders need to remember they bear a lot of responsibility for advocating for their customers, which sadly, these days they rarely do. Fortunately, there are a few rumblings of dissent from large shareholders to match the angry rumblings from individuals. Maybe soon, more large shareholders will remember the spirit of stewardship, and an ownership culture, and push for more responsible, long-term business practices rather than the destructive free-for-all that's been taking place.

California dreamin' (of change)
To their credit, some large pension fund shareholders have been making their displeasure known at some recent developments in corporate America.

Several large public pension funds -- including the California Public Employees' Retirement System (CALPERS) and the California State Teachers' Retirement System -- are taking aim at Massey Energy's (NYSE: MEE  ) CEO's simultaneous role as chairman of the board. In a statement, they pointed to a failure of the board to provide good enough oversight of management's handling of safety issues after the recent coal mine disaster.

CALPERS has been busy these days. It also opposed the reelection of two of Citigroup's (NYSE: C  ) directors and has stepped up to say that it's disturbed by the federal government's fraud case against Goldman Sachs (NYSE: GS  ) and plans to question the company's executives at the upcoming annual meeting.

CALPERS has a history of shareholder activism regarding corporate governance issues. It compiles a "Focus List" every year that targets companies for poor market and corporate governance performance. Last year's Focus List called out Eli Lilly (NYSE: LLY  ) , Hill-Rom Holdings, Hospitality Properties Trust, and IMS Health.

Sleeping giants
For individual investors who want to see solid corporate governance policies become more common, well, hurrah for CALPERS. However, I can't sugarcoat the fact that a huge problem remains: The mutual fund industry has been asleep at the wheel when it comes to looking out for investors' interests. This is also disturbing because mutual funds are the vehicle by which many American families passively invest.

Mutual funds are now the largest shareholders at most major U.S. corporations, so it stands to reason that if they stood up to many of the abuses that have been taking place in a system that has become rigged to favor the interest of corporate managements (to the detriment of shareholders and other stakeholders), things would change.

Vanguard's founder Jack Bogle has been an outspoken critic of the way the mutual fund industry has evolved (or devolved), and its role in the current dysfunction. He has long held that that industry neglected its stewardship role, replacing it with a salesmanship role. In a recent Wall Street Journal article on the topic of mutual funds' falling down on the job as those who could rein in pay, he said, "Directors are asleep at the switch because mutual funds are asleep. If mutual funds got together and said, 'We're not going to stand for it anymore,' the world would change."

That same article included corporate governance watchdog The Corporate Library's contention that many funds basically function as "pay enablers," failing to push back against outrageous management compensation that is so common these days. It criticized AllianceBernstein LP (NYSE: AB  ) , BlackRock's (NYSE: BLK  ) Barclays Global Investors, and Ameriprise Financial (NYSE: AMP  ) as particular examples of such enablers.

A golden rule: Responsible ownership
It's been a thematic week, given my discussion of sunshine and wake-up calls on Wednesday. Shining the spotlight on some of the entrenched behaviors that cause problems in our system is the first step in actually fixing them. The public's (and individual investors') growing awareness of what's been going wrong (and why) will hopefully push much-needed change.

Along those lines of growing awareness, the WSJ article also pointed out several ways folks can check up on mutual funds' proxy voting records: form N-PX on SEC.gov, The Corporate Library, and Proxydemocracy.org. 

Hopefully now that these major problems are gaining a higher profile -- and more people are tuned in -- more large shareholders will take their stewardship role far more seriously and push for ethical and responsible business practices. The marketplace has become far too management-oriented in recent history. We have already seen too many examples of the pitfalls of short-term thinking and management culture running roughshod over shareholders and other stakeholders (and in some cases, even taxpayers). Responsible ownership should not be the exception, but rather the rule.

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

Alyce Lomax does not own shares of any of the companies mentioned. The Fool has a disclosure policy. Try any of our Foolish newsletters free for 30 days.


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