We propose directors to companies frequently. Never has a BoD said, "
You're right! Your nominees' qualifications far exceed ours'. We'll add them immediately." Maybe we've asked the wrong way...
Instead, we typically deal with the Nominating Committee of the BoD, and see first-hand its shenanigans in thwarting activist investors. Earlier we profiled the usual BoD committees, and noted how the Nominating Committee oversees BoD composition. In our experience, Nominating Committees subvert the will and rights of shareholders by running a slanted job search, rather than a fair and reasonable BoD election. Nominating Committees claim to "seek the best-qualified directors", or some such nonsense. In our experience, they seek to achieve one or both of two goals:
- stall the process
- frustrate nominees with onerous, gratuitous demands.
In this way, the path to BoD membership takes so long that it stretches past deadlines for nominating and electing directors. And, no sane person who values his or her time and privacy will abide by the absurd requests and requirements.
We explain specifically how Nominating Committees play these games, and what investors can do about it, in a current blog post. |