"Stuart Grey" wrote in message
...
John R. Carroll wrote:
"Stuart Grey" wrote in message
...

John R. Carroll wrote:



No they don't. Some businesses set up stock programs where the company
buys stock and the board of directors control it and vote the stock. Of
course, they vote themselves their own jobs.

Anual meetings of shareholders do this. It is not done by the Boards
themselves. It is about the only part of the process that involves
democracy. The shares approve ( or not) a slate of directors, the directors
chooses the management and it's off to the races. The process only gets ugly
when the properly elected board of directors gets hosed in contract
negotions with the managers the select to run the companies operations. In
effect, they over pay. You can't blame a COO or COE or CEO for snookering a
Board.


Since many retirement funds and mutual funds vote their shares in
proportion to the votes of other shareholders, these shares owned and
kept by the company leverage a larger percentage.

And when was the last time a board member up for election wasn't someone
picked by the board itself?

All the time. They are called outside directors and many articles of
incorporation and corporate bylaws require this.



They make the rules as to who can get on the
ballot, and unless some outsider buys a whole lot of shares, it's pretty
much closed to their plundering.

You can't steal from yourself and it wouldn't make sense to do so. They also
don't make the rules, the shareholders do.
It really isn't that confusing if you think about it and rigorously separate
the groups in your mind. They may over lap - even completely - but each
group has it's own responsibilities.



Stuart,
I won't have an argument with you about corporate governance. I have been
involved in these issues for 30 years.
Let me just point out that you do not understand this issue. You seem to
think board members are not share holders. They usually control most of the
voting shares either directly or by proxy so when you say that they don't
usually act in the best interests of the shareholders you are simply not
correct. They may not care greatly about minority interests but when they
loot a company they are essentially stealing from their creditors and not
their shareholders. Minority shareholder actions are easy to avoid - you
just cut them in for a piece.
Your view of all of this seems to derive from an underlying belief that
Officers, Directors, shareholders, employees and the public share some
communal interest. They don't. The directors have no interest beyond
maximizing their personal stake with whatever means are legally available.
They only act within the mandate they receive from a voting majority of the
outstanding shares. Period - end of story.
When they control the shares they control the company.

--
John R. Carroll
Machining Solution Software, Inc.
Los Angeles San Francisco
www.machiningsolution.com