If you owned a corner store, you probably wouldn't put a group of people in charge and wait three years to hold them accountable for results.
Of course not; they could bankrupt you in much less time. At about a third of America's biggest companies, though – and half of all public companies based in Ƶ – individual directors stand for re-election just once every three years.
The system is known as a staggered, or classified, board because shareholders vote on one-third of directors each year. It's widely viewed as a takeover defense, because it prevents a dissident group from grabbing control of the board quickly.
The staggered board also denies shareholders the chance to express other complaints. For instance, if you felt that the board handed the CEO too many stock options, you might want to vote against the head of the compensation committee. If he or she isn't on the ballot that year, your protest vote goes uncast.
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Academic research finds that shareholders get lower returns – and executive pay is less connected to performance – when directors aren't accountable every year. Yet this board structure persists at hundreds of blue-chip companies with only an occasional protest.
Until now, that is.
Harvard Law School's Shareholder Rights Project, teaming with the Illinois State Board of Investments and four other big pension funds, challenged triennial board terms at 80 big companies, and 43 of them quickly agreed to back a change to annual elections.
It's big news that the likes of Alcoa, McDonald's and CenturyLink now trust their shareholders to make an intelligent decision on every director, every year. It's also big news that many others don't.
In Ƶ, the 24 companies that favor board entrenchment over shareholder empowerment include tiny ones like Build-A-Bear Workshop and Stereotaxis, and large, successful ones like Centene, Monsanto and Panera Bread.
Emerson, the electrical equipment and technology giant, was prodded on the issue last month when shareholders cast 77 percent of their votes in favor of annual elections. Emerson's board agreed to begin the process of making the change.
Commerce Bancshares faces a similar vote next month; both it and Emerson were targeted by individual activists and not by the Harvard-led group.
Commerce's board argues for the status quo, saying the staggered board “ensures that there is some continuity of leadership.” It also says the current structure “protects the company and you its shareholders from the coercive tactics employed by those that seek hostile takeovers.”
Charles Elson, who heads the Weinberg Center for Corporate Governance at the University of Delaware, says the continuity argument holds little water, because board members are almost never defeated in their re-election bids.
“There's no good reason to stagger board terms other than for entrenchment and as an anti-takeover measure,” Elson says. Even as an anti-takeover measure, he says, it's imperfect because it's usually combined with a poison pill, which is subject to court challenges.
Michael Alderson, a professor of finance at Ƶ University, says the facts about staggered boards' performance have been known for a long time. “I'm surprised this movement is coming so late,” he said.
It is late, but it is coming. Perhaps it will take longer at small companies that escape the notice of Harvard and the big pension funds, but Elson says most companies ultimately will get rid of staggered board terms.
“Investors will demand it," he says. "This board structure is insulting to the investors, pure and simple.”