In 2011, Shareholders Speak Louder Than Ever

A Securities & Exchange Commission vote has made it official: Shareholders now have the right to voice their opinions on CEO pay through votes held at least once every three years.

This isn't too surprising. The recently passed Dodd-Frank Act already required public companies to give shareholders a non-binding vote on CEO pay packages, bonuses, and golden parachutes. This single significant shift in the way public companies do business may help drive big changes in overall corporate governance.

Press and pressure
Passive or apathetic investors, take vote: Now your votes have actually begun to mean something. More so than ever, shareholders can truly feel like they're part owners of public companies.

That makes now the perfect time for a push for better corporate governance policies. As it turns out, large institutional shareholders are striking while the iron's hot this year.

This week, the American Federation of State, County, and Municipal Employees (AFSCME), which is affiliated with the AFL-CIO, announced that it's filing 27 shareholder proposals at public companies "to foster greater transparency concerning risk, director accountability, and independent board leadership."

AFSCME is gunning for quite a few corporate governance-oriented changes this year. Let's take a look at a few of them.

AFSCME has filed proposals calling for declassified boards at Alcoa (NYSE: AA  ) , Chesapeake Energy (NYSE: CHK  ) , and two other companies. A classified board's directors are separated into different classes with staggered terms; as a result, only a few board members stand for election every year. In a declassified board, directors have to be elected annually, which also means they can be fired in one fell swoop if shareholders stage a revolt against an incompetent or ineffective board.

AFSCME is also calling for independent chairs at Anadarko Petroleum (NYSE: APC  ) , Abercrombie & Fitch, and Dell (Nasdaq: DELL  ) . Corporate governance fans are strong believers that the roles of chairman and CEO should be separate, with the chair coming from outside the company's executive management team.

Corporate lobbying is a bigger concern to more people than ever, particularly after the Supreme Court's verdict in the Citizens United case. AFSCME is asking companies like Citigroup and Lockheed Martin (NYSE: LMT  ) to expose their lobbying risk and disclose their policies and payouts for direct and indirect lobbying efforts.

Some tax actions can eventually hurt shareholder returns, or increase a company's odds of restating its finances. Thus, AFSCME is also asking for boards' risk assessments on tax policies at a group of six companies, including retail heavyweights Amazon.com (Nasdaq: AMZN  ) and Wal-Mart (NYSE: WMT  ) .

There's bound to be plenty more shareholder proposals hitting our collective radars as proxy season heats up. Thanks to the changes resulting from Dodd-Frank, a newly emboldened throng of shareholders seems to have kicked off a transparency trend.

Moving beyond say on pay
While shareholder proposals like the ones cited above have always found their ways into the back pages of corporate proxy statements, new attention to shareholder rights -- and greater public awareness of the dangers of unchecked managers and ineffectual boards -- may help strong corporate governance changes make greater headway than they have in the past.

Whether or not you agree with such proposals, as a shareholder, it's your right to vote as you see fit. There's no time like the present to cast more meaningful ballots, whether on say on pay or a host of other issues.

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

Chesapeake Energy and Wal-Mart are Motley Fool Inside Value picks. Amazon.com is a Motley Fool Stock Advisor selection. Wal-Mart is a Motley Fool Global Gains recommendation. The Fool owns shares of Lockheed Martin and Wal-Mart. Motley Fool Alpha owns shares of Chesapeake Energy. Try any of our Foolish newsletter services free for 30 days.

Alyce Lomax does not own shares of any of the companies mentioned. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.


Read/Post Comments (3) | Recommend This Article (15)

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  • Report this Comment On January 26, 2011, at 11:44 AM, TMFBreakerOrion wrote:

    When do we find a way to voice our opinion through our mutual fund managers...and to transparently see how those managers have voted on the proxies? Since a large proportion of securities are held/managed via funds it seems vital to know that information or the status quo could be maintained due to the "size" of the holdings by the funds if they're not agressive about protecting the individuals rights as well. Not that I want to get hundreds of e-mails or mail about individual companies...but it would be nice to be able to drill into my funds holdings to a particular equity and then see how the fund managers dealt with things so that if I disagreed I could either tell them such or potentially move to different fund(s) altogether.

  • Report this Comment On January 28, 2011, at 7:42 AM, lemoneater wrote:

    Alyce, Thanks for the update. It will be wonderful if there were more of a correlation between pay and performance in the future.

    Have a good weekend!

  • Report this Comment On January 28, 2011, at 4:26 PM, slpmn wrote:

    Nice column. I think many people are suprised when they learn that, generally, shareholders never had a "say on pay". I mean, they "own the company", don't they?

    TMFBreakerOrion nailed it. The power to influence corporate actions resides in the institutional investors, who tend to be ambivalent about things like executive compensation. Nothing meaningful will happen unless they decided to care.

    There is a wide gap between what we are taught about corporate governance in business school and the reality of coporate governance in 21st century America. Really, shareholders are just a source of funding for executive management teams that don't even bother to pretend to subscribe to the notion that they work for the shareholders. A fundamental question is, why is the CEO commonly the chairman of the board? From a corporate governance standpoint, its absurd. But, that's the way it is.

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