Shareholders, Stop Slacking Off!

The U.K. published its Stewardship Code for shareholders of public companies today. American investors should take a few minutes away from their Independence Day weekend celebrations to ponder whether we could learn a thing or two from our British friends.

Shareholders aren't left out
Britain's Financial Reporting Council's code of conduct sketches out guidelines regarding shareholders' responsibilities. In the wake of Britain's financial crisis, the country's legislators didn't forget that despite all the culpability of corporations and their boards of directors, institutional investors had turned a blind eye toward problems, too.

The U.K.'s seven-point code provides guidelines on improving the relationship between corporations and their shareholders. The code is voluntary, so it's basically a set of friendly suggestions. However, Britain's Financial Services Authority may ultimately require that asset managers disclose whether they adhere to the code, and if they don't, why not. For now, shareholders are being urged to publicly address how they comply with the guidelines.  

I recently asked whether we should be like Britain with regard to the country's attempts to outline stronger corporate governance principles. In this case, we definitely should. Here in America, the concept that shareholders have responsibilities as part-owners of public companies has somehow been lost, to our own detriment.

Wake up and move forward
Many U.S. investors have exhibited ongoing apathy about the workings of the companies in which they invest. These folks were trading shares of bankrupt GM last year, and they continue to roll the dice on perpetual wards of the state like Fannie Mae (NYSE: FNM  ) or Freddie Mac. Despite the popular condemnation of Wall Street's "casino" mentality, tons of regular Joe investors also spin the wheel with nary a thought about the businesses behind their trades.

And while multitudes of investors worship the ground Berkshire Hathaway's (NYSE: BRK-A  ) (NYSE: BRK-B  ) Warren Buffett walks on, his frequent admonishments about the importance of owning well-run businesses for the long haul often seem to fall on deaf ears.

Worst of all, Britain's code emphasizes that institutional investors have done us all a disservice, too. Vanguard founder Jack Bogle has often spoken out about mutual funds' "rent-a-stock" mind-set, as that industry abandoned its stewardship role to adopt salesmanship instead. The mutual fund industry has the financial acumen and know-how to press for better corporate behavior on behalf of the many, many American families it serves -- but it's been failing miserably.

In a recent Wall Street Journal article, Bogle 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."

Shareholders of all stripes must take more responsibility, and they certainly shouldn't be blocked from doing so. Some of our own lawmakers commendably sought to include corporate governance reforms in the financial reform bill, but last-minute attempts to neutralize or remove those provisions in negotiations revealed Washington's willingness to sell out shareholders. Some legislators may even agree with big-business lobbyists' preference that shareholders have little or no say.

Freedom and responsibility go hand in hand
Fortunately, some large shareholders do take their responsibilities seriously. California Public Employees' Retirement System (CalPERS) has been taking many companies to task regarding corporate governance policies. The companies it's targeted to adopt majority voting standards this year included Apple (Nasdaq: AAPL  ) , Coca-Cola (NYSE: KO  ) , Google (Nasdaq: GOOG  ) , and MasterCard (NYSE: MA  ) .

That's a good start. However, more shareholders, large and small, need to realize that they're part of the equation. As more people become aware that our economic woes are far from over, hopefully they will also realize that their own behavior in the marketplace matters, too, and this is a good time for all of us to push for responsible actions.

Perhaps Britain's stern reminder about shareholder responsibilities arrives at the perfect time for us -- right before our own celebration of liberty. For freedom to ring pleasantly for all of us, I believe folks must display ironclad ethics and a sense of personal responsibility. While I hate to say it, the crises of recent years have revealed too few folks who exhibited either quality. That includes corporate managers, boards, and investors.  

Responsibility shouldn't be a revolutionary idea, in shareholders or anybody else; it's just common sense. Hopefully, more shareholders see their part to play in improving the way corporate America functions. On that note, have a great Fourth of July, Fools.

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

Berkshire Hathaway and Coca-Cola are Motley Fool Inside Value choices. Google is a Motley Fool Rule Breakers selection. Apple and Berkshire Hathaway are Motley Fool Stock Advisor recommendations. Coca-Cola is a Motley Fool Income Investor pick. The Fool owns shares of Berkshire Hathaway, Coca-Cola, and Google. Try any of our Foolish newsletters free for 30 days.

Alyce Lomax does not own shares of any of the companies mentioned. The Fool has a disclosure policy.


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  • Report this Comment On July 04, 2010, at 7:29 PM, mcwhee1s wrote:

    It is important to read, understand & vote on issues at annual meetings. I am sure 98% of shareholders have never attended an annual meeting. I'm guessing less than 1/2 read the annual report. How do we vote intelligently for those who serve on the board of directors? There are corporations which operate in the best interests of their shareholders, but I'm afraid they have become a minority. We live in hope that those we elect have the intelligence to serve in those capacities for the benefit of all & not be self-serving.

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