Institutional Shareholders and Corporate Governance

Abstract:     
This article explores the source and nature of the legal obligation, if any, of institutional shareholders to participate in corporate governance by exercising the voting rights attached to shares. While trustee shareholders must use their voting power in the interests of beneficiaries, this does not determine whether a vote should to be cast. Australian fiduciary law – which is proscriptive rather than prescriptive – is unlikely to impose such a duty to vote. Moreover, it seems unlikely that such a duty could be found within the language of s52 of the Superannuation Industry (Supervision) Act 1993 (Cth). Instead, the motivation for voting must be the collective interest of all institutional investors in promoting high standards of corporate governance. In this respect, this article revives a worthy but overlooked proposal for institutional shareholders to establish a list of professional, independent directors.

Number of Pages in PDF File: 24

Accepted Paper Series