e-journal
No accounting for corporate governance: proxy voting with securities lending
Purpose – The purpose of this paper is: to detail the importance of corporate governance to
institutional investors; to describe the tension created by their desire to earn extra revenue from stock
lending; and to outline the challenges to corporate governance presented by the subsequent lack of
accounting for voting rights.
Design/methodology/approach – Descriptive analysis, including historical perspective on the
reliance of corporate governance on active shareholder investors.
Findings – Voting rights are not being tracked when securities are loaned out, resulting in improper
and inappropriate vote counting.
Research limitations/implications – This commentary makes the argument in favor of shareholder
activism.
Practical implications – In addition to added transparency in the voting process, accounting
systems similar to those used in the USA for dividend reporting could be applied to track voting rights
and votes for corporate governance matters.
Originality/value – The paper aligns knowledge about securities lending with issues in corporate
governance.
Keywords Corporate governance, Securities, Financial markets, Government policy, Regulation,
United States of America
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