Q&A: Passive mutual funds can be active corporate watchdogs

Staff Writer
Columbus CEO

NEW YORK (AP) — Think a company is paying its CEO way too much? Or that its board of directors is too full of the CEO's cronies?

If you own a broad index mutual fund, you may already be doing something about it, at least indirectly.

Index funds, which now control $3 trillion in total assets, are often among the biggest shareholders of companies from Apple to Zions Bancorp. That gives them a lot of votes on shareholder resolutions and a lot of influence at annual shareholder meetings.

Vanguard, the largest fund family, is beginning to wield that power more aggressively. It has adopted a new approach to push for improvements to compensation practices, board construction, and other corporate issues, says Glenn Booraem, head of its corporate governance efforts.

Vanguard is now sifting through data, looking for companies that don't adhere to mainstream good-governance principles and then pressing the companies about its concerns. In the past, Vanguard would usually speak with companies only after a proxy advisory firm criticized them.

An example of how Vanguard uses its pull: Earlier this year, at the annual meeting for Cheniere Energy, Vanguard's Total Stock Market's index fund voted for a proposal that could make it easier for some shareholders to nominate directors to the board. The company recommended investors vote against the proposal, but Vanguard and other shareholders approved it. At the same meeting, Vanguard gave a thumb's down in a non-binding vote on how much compensation Cheniere executives got for 2014.

Booraem recently discussed how Vanguard does its governance work. Answers have been edited for clarity.

Q: Why get involved in governance issues at all? Isn't an index fund's job just to track the index?

A: Our index funds are going to own these companies, whether everyone loves them or everyone hates them. And we're going to own them in a significant way. On average, our funds own about 5 percent in aggregate of just about every company we own in the U.S.

So we're going to be significant holders, and we're going to hold practically forever. We don't have the opportunity to sell if we don't like something that's going on.

We're not in the governance business. We're not in the compensation business. But we're in the investment business. We're doing this because we think it supports the returns of the companies we invest in for the long term, companies that we can't sell.

Q: If companies know you aren't going to sell its shares, why do they need to listen to you?

A: If the only repercussions you care about are me selling the stock, that would be rational.

But since I'm going to be here forever, I'm going to vote my shares at this annual meeting and the one after that and the one after that. If the level of dissatisfaction rises to the level where I'm voting against directors or voting against pay, you're going to see 5 percent of the shares voting that way.

And if you think about the top three index fund providers, Vanguard, State Street and BlackRock, our holdings of the largest companies aggregate to somewhere in the order of 16 percent. None of us can sell, but all of us are going to vote, and those votes have implications.

Q: Some of your funds own thousands of stocks. How do you keep track of them?

A: We've got a team of a dozen analysts for whom corporate governance and engagement is their only job. We use data from a number of sources about performance, their governance features, proposals that may be on the ballot.

We'll use all of those data sources to screen for companies that raise a particular concern, say, a company that has high pay and poor performance. We're looking for outliers and managing the outliers.

We'll go to the board and say: Either own it and convince us why being different than everyone else we're comparing you to is a positive differentiation, or articulate a plan for how you're going to address it.

Q: What kinds of things are you pushing companies to do?

A: Independent oversight is key. That goes to independent leadership at the board level, whether that's through an independent chair or an independent lead director.

The second general principle is all about accountability: accountability of management to the board and the board to shareholders through annual elections by majority vote. We don't want multiple classes of shares or super-voting shares, and (we want) minimal anti-takeover stuff.

Sensible compensation that's tied to performance.

Q: How can Vanguard fund investors know if you're doing a good job? Will returns be better?

A: I don't know that you can measure it. Some of this is based on our common sense view, that good governance supports good returns. I think it's hard to argue philosophically that a better board overseeing shareholders' interests is a bad thing. It's hard for us to argue that having pay that's reasonably aligned with the performance your shareholders get is a bad thing.