Shareholder and Activism
Shareholders play an important role in governance systems. They are responsible for electing members to the board of directors to oversee management and represent their interests as owners. They are also responsible for voting on other corporate matters at the annual meeting or through the annual proxy, including ratification of the external auditor, the approval of equity-based compensation plans, and proposed measures that are sponsored by management and other shareholders.
Beyond this, shareholders may take either an active or a passive role in interacting with the firm. Active efforts include meeting directly with management or the board to discuss concerns, seeking board representation, sponsoring measures for inclusion on the proxy, or seeking an outright sale of the company. Because of their size, block shareholders and large institutional investors tend to have more influence over the company than small investors.
The Dodd-Frank Bill of 2010 considerably expanded the rights afforded to shareholders by allowing an advisory vote on compensation ("say on pay") and nomination of directors by certain shareholders ("proxy access"). These measures are part of the larger movement called "shareholder democracy," which remains ongoing.