Registered investment management firms are required to file form N-PX that lists how the asset management firm voted on proxy proposals solicited by their portfolio companies. It's a curious thing, but I rarely recall seeing a negative vote cast about director candidates, board governance changes, or management compensation plans. So, with the current clamor for "Say on Pay," it's good to remember that shareholders have always had a right to vote their opinion, but never did so during the periods of most egregious abuse. John Bogle of Vanguard has recently spoken out about the failure of his own mutual fund industry to act as effective fiduciaries for their retail and institutional shareholders. His address at Columbia University is worthwhile reading.
On the executive compensation side, as far as I can tell, the compensation consultants still have their place at the board table, inflating and escalating outlandish CEO compensation that has no relation to the creation of sustainable value. Board turnover does not seem to be out of the ordinary. Against the background of this systemic failure of checks and balances, it is not surprising that politicians step into the vacuum with rules that will not be efficient and will have unintended consequences.