Markets have shown that good corporate governance leads to better results for companies and investors by avoiding companies with the most questionable corporate governance practices.
Executive compensation is linked to the long-term profitability of the company and long-term increases in share value relative to competitors and comparable companies.
The board and its committees often need specialized and independent advice as they consider various corporate issues and risks, such as compensation; proposed M&A; legal, regulatory, and financial matters; and reputational concerns. The ability to hire external consultants without first having to seek management’s approval provides the board with an independent means of receiving advice that is not influenced by management’s interests.
Companies that prevent shareowners from approving or rejecting board members on an annual basis limit shareowners’ ability to change the board’s composition when, for example, board members fail to act on an issue of importance to shareowners and also limit shareowners’ ability to elect individuals with needed expertise in response to a change in company strategy.