Are Your Companies Like North Korea?

Whether North Korean leader Kim Jong Un can make good on his threats against South Korea and the U.S. is a question for foreign policy analysts. However, there's one thing we do know: He has a dictatorship his family has gripped for more than half a century, and regular citizens' opinions and well-being don't matter.

In North Korea, citizens starve and lack basic resources like fuel and electricity. Many say it's because the government spends so much on military and defense. Regular North Koreans do not have a say in their country's leadership.

Fortunately, corporate shareholders don't have to suffer threats of war and violence from managements of the companies they own. Unfortunately, one unsettling similarity is that some corporate managements and boards run businesses in a similarly dictatorial way, and without regard for their shareholders or other important stakeholders.

Too much control, too little accountability
It's proxy season, so it's the key time to contemplate whether your companies are run like dictatorships or banana republics. Most shareholders vote on directors, executive pay packages, and shareholder proposals this time of year, and it's worth it to pay attention and vote accordingly.

Plurality voting is one of the most outrageous examples of poor corporate governance, and it truly brings to mind a dictatorship. With a plurality voting standard, just one lousy vote can be enough for a nominated director to win his or her seat. Majority voting -- the commonsense idea that directors need to have a majority of votes to show shareholder approval -- represents the solid governance shareholders should expect and even demand.

Meanwhile, some shareholder activists are pushing companies for proxy access this year. Proxy access allows long-term shareholders who own a certain threshold of stock to nominate their own directors for a shareholder vote. Corporations have long fought tooth and nail against proxy access, but again, common sense tells us that directors who are aware of the real possibility they could be replaced might actually try to do a better job.

Corporate governance expert and activist James McRitchie, who also tracks and writes about corporate governance topics at CorpGov.net, has filed some shareholder proposals this year, rallying for proxy access.

McRitchie has submitted proxy access proposals at several companies, including iRobot and Goldman Sachs (NYSE: GS  ) . John Harrington will also submit one at Bank of America (NYSE: BAC  ) . All of these companies' meetings are in May. These companies' shareholders should remember they can vote for proposals like these, which encourage greater shareholder rights and director accountability.

These activists may be striking at exactly the right time. For example, some issues surrounding financial companies are making many investors uncomfortable at the moment, and that may bring more shareholder scrutiny than before.

Bank of America's recent disappointing quarterly results haven't put CEO Brian Moynihan's leadership in a positive light. The financial giant is still grappling with issues including settlements related to the Countrywide acquisition -- in other words, issues left over from the 2008 crisis.

According to Fortune, Goldman Sachs is the only financial company that has refused to comply with disclosing the Dodd-Frank Act's risk-weighted assets metric, or Basel 3, which helps assess the riskiness of the company . In fact, the Fed's stress tests indicated that Goldman stood to lose $25 billion in the event of another crisis, which would outdo any other big bank.

These companies' shareholders should remember that they can vote for proposals like these, which encourage greater shareholder rights and director accountability. That's particularly true when there are reasons to feel uncomfortable with management decisions.

Absolute power
Dual-class stock structures also fly in the face of shareholder rights and shareholder say, even if some management teams with founders are benign dictatorships. When companies have different classes of stocks, regular shareholders like you and me only have one vote; management has a different class of stock, and each of those shares have a larger number of votes. In other words, regular shareholders will always be outvoted.

Facebook (NASDAQ: FB  ) is a prime example. It has two classes of shares, with Class B shares entitled to 10 votes per share. The Class A shares regular investors hold only have one vote per share. Following Facebook's IPO, founder, chairman and CEO Mark Zuckerberg controlled 56% of the voting power.

As much as Zuckerberg's acumen at building a service people love isn't in question, perhaps his large control over the company's future should be, given indications of some dangerous hubris on his part related to privacy and other issues.

The most recent involved Zuckerberg's recent plans to form an advocacy group called Human Capital, funded by Silicon Valley luminaries and a smattering of politicians. Politico.com got its hands on a plan that included such disturbing statements as, "We have individuals with a lot of money," and "Our voice carries a lot of weight because we are broadly popular with Americans."

Although a later apology from the group, which was also renamed and reconfigured, described the email as outdated and not emblematic of the organization's views, the type of attitude portrayed is either incredibly arrogant or incredibly immature, and either way, not a particularly compelling indication of leadership capabilities.

Bad corporate governance is un-American
Many Americans are sensitive and even hypervigilant about the dangers of too much control exerted by the few, not to mention the worst case scenario: tyranny. We celebrate Independence Day every July 4, after all, and that's about freedom and the spirit of democracy.

So why is it that dictatorial policies in public corporations, giving a handful of individuals so much control and so little accountability, seem perfectly reasonable to so many American investors? For decades, outrages like these haven't really raised many eyebrows, and an un-American form of passivity has made investors complacent. As shareholders, we do have votes.

When it comes to policies that Kim Jong Un would probably find perfectly logical, let's take a strong stand and vote for shareholder rights, not dictatorships.

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Check back at Fool.com for more of Alyce Lomax's columns on environmental, social, and governance issues.


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  • Report this Comment On April 19, 2013, at 8:38 PM, corpgov wrote:

    I just finished a review I will post next week of Robert Monks' Citizens Disunited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream. A quote from classics scholar Edith Hamilton in the introduction, gives a hint of what is to come:

    "When the freedom they wished for most was freedom from responsibility, then Athens ceased to be free and was never free again."

    The drone analogy is a helpful way of thinking about companies where shareowners have unwittingly abdicated their responsibilities to CEOs and entrenched boards.

    As Nell Minow, Monks’ partner in several ventures and books has famously said, ”boards are like subatomic particles—they behave differently when they are being observed.”

    Let's make sure they know we are watching AND voting. Let's vote for mechanisms that facilitate our ability to hold boards accountable.

  • Report this Comment On April 22, 2013, at 9:51 AM, mdk0611 wrote:

    Corporate America = North Korea

    Holy Hyperbole, Batman!

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