…or maybe the title should have been people make governance. Processes and procedures only go so far, especially when stakeholders’ trust is lost or fragile.
An example: I just filled out my vote for my small Citigroup stake. Given Citi’s still fraught state, I paid a bit more attention than usual to my votes.
The history of two of the director candidates caught my eye. It was a bit surprising to see a past Lehman director — Jerry Grundhofer — and a past Fannie Mae director — Diana Taylor — on my ballot. I googled around a bit and found nothing negative about their directorships. In fact, Ms. Taylor appears to be a very respected former regulator who went to Fannie Mae to strengthen its governance (though thoughts of amakudari danced in my head).
Sadly, the web of reputation is more tangled than ever. Two brief board stints for infamous firms made me pause before casting my vote; and made me scrutinize the rest of the proposals even more closely. Trust but verify, indeed.