International experience suggests just the opposite. Regular chats between boards and large investors can be beneficial. In the UK, the 2005 company law formalised the role of a senior independent director. At some companies, the person in that position has begun meeting informally with big investors to smooth tensions and head off conflicts with management before they ever become public.
Participants in the Pfizer meeting came away impressed. Billed as a “listening session” where the board would hear investor concerns about pay and governance, the gathering quickly became a discussion. Both sides found they had more in common than expected – including a sense that quarterly earnings guidance is unimportant for pharmaceuticals, which have a much longer research and development cycle.
It is not clear, though, that these kind of meetings will become common. A few US companies experimented with shareholder advisory committees in the late 1980s but the practice never really took hold. Recently, only UnitedHealth and Home Depot have tried anything like Pfizer, and both those companies also had shareholder problems. But Yale’s Millstein Center for Corporate Governance is trying to encourage more communication and help companies reach out without violating the Securities and Exchange Commission’s rules against selective disclosure of nonpublic information.
The SEC has just voted against giving shareholders the power to use the company proxy to nominate board candidates, blocking one way of strengthening links between investors and boards. If independent directors are supposed to represent shareholders’ interests, shouldn’t they at least talk to them first?