Book contents
- Board-Shareholder Dialogue
- International Corporate Law and Financial Market Regulation
- Board-Shareholder Dialogue
- Copyright page
- Contents
- Contributors
- Foreword
- The Dialogue between Corporations and Institutional Investors
- 1 The New Corporate Governance
- 2 Shareholder Voice and Corporate Purpose
- 3 The Purpose of Corporate Purpose Statements
- 4 Systemic Stewardship with Tradeoffs
- 5 Giant Asset Managers, the Big Three, and Index Investing
- 6 Something Old, Something New
- 7 The Perils and Promise of Shareholders as Stakeholder Advocates
- 8 How to Facilitate ESG Investor Engagement
- 9 Emerging ESG-Driven Models of Shareholder Collaborative Engagement
- 10 ESG and Board-Shareholder Engagement in M&A
- 11 How Does Board-Shareholder Engagement Really Work?
- 12 Shareholder Engagement inside and outside the Shareholder Meeting
- 13 The Viability of Blockchain in Corporate Governance
- 14 Shareholder Engagement in East Asia
- 15 Board-Shareholder Engagement and Directors’ Appointments
- 16 Shareholder Proposals and the Debate over Sustainability Disclosure
- 17 Board-Shareholder Engagement and Disclosure Obligations under Corporate Governance Codes
- 18 Board-Shareholder Engagement and Insider Regulation
- 19 Market Soundings Rules
11 - How Does Board-Shareholder Engagement Really Work?
Evidence from a Survey of Corporate Officers and from Disclosure Data
Published online by Cambridge University Press: 31 August 2024
- Board-Shareholder Dialogue
- International Corporate Law and Financial Market Regulation
- Board-Shareholder Dialogue
- Copyright page
- Contents
- Contributors
- Foreword
- The Dialogue between Corporations and Institutional Investors
- 1 The New Corporate Governance
- 2 Shareholder Voice and Corporate Purpose
- 3 The Purpose of Corporate Purpose Statements
- 4 Systemic Stewardship with Tradeoffs
- 5 Giant Asset Managers, the Big Three, and Index Investing
- 6 Something Old, Something New
- 7 The Perils and Promise of Shareholders as Stakeholder Advocates
- 8 How to Facilitate ESG Investor Engagement
- 9 Emerging ESG-Driven Models of Shareholder Collaborative Engagement
- 10 ESG and Board-Shareholder Engagement in M&A
- 11 How Does Board-Shareholder Engagement Really Work?
- 12 Shareholder Engagement inside and outside the Shareholder Meeting
- 13 The Viability of Blockchain in Corporate Governance
- 14 Shareholder Engagement in East Asia
- 15 Board-Shareholder Engagement and Directors’ Appointments
- 16 Shareholder Proposals and the Debate over Sustainability Disclosure
- 17 Board-Shareholder Engagement and Disclosure Obligations under Corporate Governance Codes
- 18 Board-Shareholder Engagement and Insider Regulation
- 19 Market Soundings Rules
Summary
Shareholder engagement is pivotal in corporate governance, evolving beyond formal resolutions to impact business decisions. This chapter unveils the typically undisclosed dynamics of board-shareholder engagement through a survey of 171 SEC-registered corporations, targeting corporate secretaries, general counsel, and investor relations officers. The survey was complemented by a review of the disclosure on shareholder voting and engagement included in proxy statements filed by Russell 3000 companies during the 2018–2022 meeting seasons. Larger and mid-sized companies more frequently engage than smaller organizations. Engagement, often with major asset managers, can take a confrontational turn, particularly with hedge funds at smaller firms. Topics include executive incentive plans, ESG metrics, GHG emission reduction, workforce diversity, pay equity, and political spending. The study reveals that engagement significantly influences corporate practices, leading to changes, withdrawal of proposals, alterations in proxy votes, and the inclusion of engaged shareholder-nominated directors in management slates.
Keywords
- Type
- Chapter
- Information
- Board-Shareholder DialoguePolicy Debate, Legal Constraints and Best Practices, pp. 325 - 367Publisher: Cambridge University PressPrint publication year: 2024