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November 13, 2009

Dodd proposal could transform corporate boards

One of the many flaws in the way big corporations are run is the way CEOs dominate the boards of directors they're supposed to be reporting to. Look no further than CEO Mayo Shattuck's tame panel of lackeys at Constellation Energy. Technically CEOs don't choose their directors, but they have effective veto power and frequently "suggest" "suitable" candidates to the nominating committee. Barry Ritholtz describes the phenomenon well in Bailout Nation.

Boards of Directors have historically been a collection of business associates, cronies and golfing buddies, with interlocking memberships between companies.

Board members are nominated by fellow insiders, effectively disenfranchising shareholders. This allows management to become ensconced, with little in the way of owner input into a company’s direction. Open competition for Board seats is difficult, even for large shareholders.

Now Bloomberg's David Reilly reports that Chris Dodd's financial-reform bill would allow shareholders themselves -- the owners! -- to decide who should run their companies. But, as Reilly notes, the proposal will be fiercely fought.

A prime example is buried deep within the 1,136-page, financial-reform legislation unveiled this week by Senate Banking Committee Chairman Christopher Dodd. It is a proposal to let shareholders nominate directors to corporate boards. The draft bill goes on to say votes for these positions shouldn’t resemble a Soviet-era election.

This isn’t radical stuff. Shareholders are the owners of companies and it is high time they have a greater say in how they are run. For years, though, corporate executives and their supporters have beaten back attempts to make boards accountable.

Posted by Jay Hancock at 9:18 AM | | Comments (1)
        

Comments

Chris Dodd is a corrupt, arrogant, thug who is up for election and will likely be defeated next year. This smacks of nothing more than a little bit of "late in the game" legacy building on his part.

Too little, too late; the story has already been written.

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About Jay Hancock
Jay Hancock has been a financial columnist for The Baltimore Sun since 2001. He has also been The Baltimore Sun's diplomatic correspondent in Washington and its chief economics writer. Before moving to Baltimore in 1994 he worked for The Virginian-Pilot of Norfolk and The Daily Press of Newport News.

His columns appear Wednesdays and Fridays.
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