Democracy in corporate boardrooms

In this blog I have written mostly about politics and how innovation could reinvigorate our democracies. I have neglected to apply this principle to the corporate and financial sector. This is actually odd because I spent most of my career in the financial sector not as a “politics student”, or advisor to organisations involved in democratic innovation (what I now do).

An interesting article by Stuart Kirk of the Financial Times (May 25, 2024, “It’s time to let shareholders choose the CEO”), raises the question of democracy within corporations. He challenges the current approach “where elected board members are responsible” for CEO selection. Investors, who own the company, “are never given a list of candidates and asked to vote”. Many of these shareholders own their stakes via mutual funds or pension funds and do not even have the right to vote–that right is executed by the fund manager on their behalf.

Kirk argues that opening up the process will broaden the list of prospects. He also contends this will put downward pressure on CEO compensation which has ballooned in the past decade. Against this contention the recent award of circa $50 billion in compensation to Elon Musk at Tesla is worth pondering. Thousands of retail shareholders were the most supportive of Musk’s package and it was the institutions who were most opposed. Thus, individual shareholders may act in ways that are surprising, and/or arguably counter to their own interests, but at least such decisions will have far greater democratic legitimacy. In the same vein, there is no guarantee that engaging citizens in the political process will achieve better decisions—but they would also have greater democratic legitimacy.

What makes me most uncomfortable about the process of CEO selection in public companies is what I would describe as the “conspiracy of the interested”. Boards appoint new board members—often in their own likeness.  The board-appointed CEO obviously has an interest in placing on the board those most likely to be supportive–and CEOs normally have considerable influence on selection. Boards remuneration committees decide how much the CEO should earn.  It is easy to see how this creates a system where compensation levels remain high, especially as board directors are often CEOs of other companies. Few board members have a genuine interest in depressing executive wages, contributing to the stratospheric rise in CEO relative pay. This all acts to the detriment of shareholder interests.

Kirk makes an excellent point with regard to the investment banking industry where “the internal candidate whose business or region is currently making the most money” gets the nod to become CEO”. As someone who used to follow the investment banking industry, I was amazed at how difficult it seemed to be for investment bank boards to distinguish between luck and competence in choosing a CEO, and how rarely they search outside the company.

The most amazing case of this I saw at close quarters at Lehman Brothers, a firm I knew well (Disclosure: as an analyst and subsequently as Lehman’s Head of Equities in Europe in the 1990s). Richard Fuld emerged from the fixed income side of the business, which had enjoyed record years during the bull market–unsurprisingly he was selected to run Lehman Brothers, systematically displacing any rivals. In my opinion, despite the success in fixed income, he was not a good choice as an investment bank CEO. Fuld, led the firm into a spectacular bankruptcy in 2008, nearly bringing down the global financial system with it. He is reported to have been paid $500 million during his career at Lehman Brothers, according to James Sterngold of CBS News (April 29, 2010, “How much did Lehman CEO make?”), while the taxpayer bill to rescue Wall Street was $700 billion. There is no guarantee Lehman investors would have behaved differently, but the extraordinary preference for internal candidates, which Kirk criticises, is an issue with the current system.

Furthermore, one can argue that Musk created an enormously valuable company and deserves rich rewards. But Lehman Brothers was founded in 1850–is it really fair that at firms with reputations (and franchise value) have been established over decades or centuries, that today’s CEOs gobble up so much of the value created. Perhaps incompetents get fired when their luck runs out but often with generous “golden parachutes”. Heads I win, tails I win–this a huge problem.

It is hard to imagine how one might set about fixing this problem, or even to feel confident that more democratic decision-making would improve outcomes. But as in the political sphere, it seems hard to argue that the current situation is working so well that it could not benefit from experimentation. One answer could be for the fund managers to enable shareholders to vote their shares, so that the institution’s vote reflects the views of beneficial owners. From a technical standpoint this seems eminently doable, but probably few shareholders would bother to vote. But it would be a start and on important issues one suspects the turnout could be much higher. In any event, more democracy seems worth a try—in the boardroom and in politics.

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