If you have time to make corporate governance your profession, Corporate Governance might be a good place to go. But the whole idea of having a board of directors is that the ordinary stockholder does not have time for that.

For further confusion in greater depth, look into The Encyclopedia about Corporate Governance.

For a more "ratical" viewpont, with some interesting history, check out Ending Corporate Governance: Revoking Our Plutocracy.

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Do you own stock? I mean, shares of stock in a corporation? If so, you (plural) own the corporation. You (singular) are part owner of the corporation. You (plural, collectively, the stockholders of the corporation) jointly own the whole shootin' match.

Ownership means control. It also means responsibility. You (personally) don't have time or expertise to take part in running the corporation. So what do you do? You (plural) elect a board of directors to represent you. If you own the stock yourself, you receive an annual report, a proxy statement, and a proxy ballot. You're expected to go to the annual meeting to vote, but you probably don't have time, so you vote by proxy. You fill out this ballot and designate somebody else to vote your shares the way you specified in the ballot.

You (plural) choose the directors to represent you. You give the directors guidance on how to run the corporation. You own and control the corporation. The directors, acting for you, appoint executives to manage the corporation under their control. The president and vice presidents of the corporation are employees of the board of directors, who in turn represent you. In theory.

You expect the directors to keep a watchful eye on the officers of the corporation. There is, in economic theory, a conflict of interest, an adversarial relationship, between the officers and the directors. The officers want to maximize their income, and the directors want to maximize your income. Ideally, they work together to maximize both: the corporation makes good profits, the officers make good salaries, everybody's happy. And just to make sure everything is on the up and up, the board appoints an accountant (usually a whole accounting firm) to audit the financial records annually on behalf of the stockholders.

Too often, it doesn't work that way. For instance, the president (or CEO: chief executive officer) may be the same person as the chairman of the board, and the board may be packed with management people. Tell me: how effective can the directors be when their meetings are run by the people they're supposed to be watching? And the auditor may be the same accounting firm that's doing the ongoing accounting for the management of the company, and making a lot more profit from the management accounting than from the auditing. Would you ever expect them to say, in the audit statement, that they made mistakes as management accountants? Come on! Get real!

If you (personally) have owned the same stock for more than a year, then you've seen the ballots and the proxy statements they send you. They being the directors that you (plural) theoretically elected to represent you. You get a Soviet-style ballot with exactly one candidate for each vacancy, and several other proposals on which to vote Da or Nyet; Yes or No. And they (your representatives) tell you with no uncertainty when to vote Da or Nyet.

You know what I do?.

Onward to Part 2
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8 April 2005
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