One of the reasons why we find ourselves into these tough economic times is because of lack of transparency in the corporate governance of the companies. There is no clear communication from the executives and board of the company to it’s retail shareholders. They hold annual/special meetings with an agenda that is made available on the SEC site and other sites and the process as well as the lingo is so confusing for the common retail shareholder that a majority of them never even open up their proxy materials or the electronic e-mail that they get from the proxy agent at the behalf of the issuer (company). So, does that mean that their valuable vote is just not counted at all in the meeting? Nope – that is not the case – there is a clause called BDV (Broker Discretionary Vote) which means that if you do not cast a vote, the broker has the right to cast it on your behalf and what do you think that they typically do? They cast it in the favor of the management of the company. So, a major share of the voting is then done by the Institutions who hold the shares of the company and they can swing the vote in one way or the other in certain cases.
So, who really is to blame here? Just like voting for regular elections for government offices, these are meetings to help set the agenda for the corporate governance of a company. There are specific proposals on these agendas over which the voting takes place. So, if we are not going to take part in it despite being the shareholders of the company, then us – the retail shareholders share the blame as well for a company not doing good or their execs and board getting away with mal-practices. As a shareholder of a company, one not only has some rights but some obligations as well. One should take a keen interest in what the board or the executives are doing and have their voices heard. And one way of doing that is to vote on the agenda items for those meetings. Another great way is to take a legal proxy and attend that meeting and ask them questions in the meeting and get an understanding of what is really going on, what the future plans are etc. Some of the pioneers in this area from a company perspective are Intel and GE who have raised the bar and have involved their shareholders a lot more than the rest of the companies.
Capitalism is not dead but the one way to save it would be to run these companies with honesty and integrity rather than masking the truth or putting out information that is so vague that the common man can’t even comprehend it. Companies need to be more transparent and should be in touch with their shareholders on a regular basis. We have all see the power of the social networks – who is to say that a company cannot use a “company” social network that comprises of it’s shareholders who give them suggestions to help boost the profits of the company, give advice etc.. The companies could also use this as a channel to reach out to their shareholders and keep a transparent open communication.
On the topic of BDV, it seems like SEC will be removing the broker vote soon. There have been talks about that for quite some time now but this time it seems like this change will go through. You can read more on this here:
Reg. FD (Regulation Fair Disclosure):
If you have ever done a project for a public company’s IT department’s websites, you would have heard the term of Reg. FD. It was the regulation put into place by the SEC in Year 2000 to force publicly traded companies to disclose material information to all the investors at the same time. Here are two excellent resources to get an understanding of what it is about: