Comments on: Bringing Directors and Stockowners Together http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-together/ Sponsored by the HLS Corporate Governance Program Sun, 07 Sep 2008 06:58:30 +0000 http://wordpress.org/?v=2.5.1 By: Jack Payne http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-together/#comment-3528 Jack Payne Sat, 11 Aug 2007 02:44:16 +0000 http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-to#comment-3528 It's difficult to see how direct contact between board members and shareholders could be beneficial anyway. Board members are not so immersed in detail that they can cast any light on audits, accounting procedures, ethics, or legal and regulatory compliance. Board members sit for the purpose of formulating broad policy initiatives, more than anything else. They would certainly be the last to know about fraud. (I've written extensively on this subject for the past 45 years, and have always found that board members are "Babes in the Woods" when it comes to corporate hanky-panky going on in their own bailiwicks. So, what's the beef? Really. I think it is more one of protocal, so-called "rights," and nothing more. It’s difficult to see how direct contact between board members and shareholders could be beneficial anyway. Board members are not so immersed in detail that they can cast any light on audits, accounting procedures, ethics, or legal and regulatory compliance. Board members sit for the purpose of formulating broad policy initiatives, more than anything else. They would certainly be the last to know about fraud. (I’ve written extensively on this subject for the past 45 years, and have always found that board members are “Babes in the Woods” when it comes to corporate hanky-panky going on in their own bailiwicks.

So, what’s the beef? Really. I think it is more one of protocal, so-called “rights,” and nothing more.

]]> By: James McRitchie http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-together/#comment-3044 James McRitchie Sat, 16 Jun 2007 19:02:45 +0000 http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-to#comment-3044 While I'm generally sympathetic to the need for greater communication avenues between shareowners and directors, I don't find Olson's example compelling. "The Corporate Secretary will not, however, forward communications unrelated to the functions of the Boards of Directors such as individual customer complaints, mass mailings, new product or service suggestions, resumes and other forms of job inquiries, business solicitations, advertisements or surveys." This doesn't seem to preclude reasonable communication. A much better case might be made by providing examples of improperly intercepted communications. Unfortunately, Olson provides no such examples. While I’m generally sympathetic to the need for greater communication avenues between shareowners and directors, I don’t find Olson’s example compelling. “The Corporate Secretary will not, however, forward communications unrelated to the functions of the Boards of Directors such as individual customer complaints, mass mailings, new product or service suggestions, resumes and other forms of job inquiries, business solicitations, advertisements or surveys.” This doesn’t seem to preclude reasonable communication. A much better case might be made by providing examples of improperly intercepted communications. Unfortunately, Olson provides no such examples.

]]> By: David J. Phillips http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-together/#comment-3018 David J. Phillips Tue, 12 Jun 2007 01:41:43 +0000 http://blogs.law.harvard.edu/corpgov/2007/06/11/bringing-directors-and-stockowners-to#comment-3018 "Trust me, Wilbur. People are very gullible. They'll believe anything they see in print." – Charlotte, the spider, to Wilbur, the pig. (Charlotte's Web – E. B. White) The litmus test--beyond accessibility--will be if board members actually respond to 'noninsider' queries left for them by concerned stakeholders. Nice catch! Best- David J. Phillips, Publisher www.10qdetective.blogspot.com “Trust me, Wilbur. People are very gullible. They’ll believe anything they see in print.”
– Charlotte, the spider, to Wilbur, the pig. (Charlotte’s Web – E. B. White)

The litmus test–beyond accessibility–will be if board members actually respond to ‘noninsider’ queries left for them by concerned stakeholders.

Nice catch!

Best-
David J. Phillips, Publisher
http://www.10qdetective.blogspot.com

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