That's what being a member of the board of directors of a major public company is. You make good money for doing very little and it's very hard for you to be fired unless you upset the powers that be at the company. And the average shareholder is not a member of the powers.
One of the primary problems is that most directors are elected via the plurality voting system, which says that
the nominees who receive the highest number of affirmative votes cast
are elected no matter how few votes they get out of the total cast.
Since the board decides the number of nominees, and most nominate only
as many as there are open seats, they’ll all be elected, even with a
single yes vote (which may be their own).
Another part of the problem stems from the fact that in most cases the largest shareholders are investment management firms. The opinions of these firms can become clouded by the fact that they have a conflict of interest, i.e., they would like to manage the pension funds of the company.
Recalcitrant shareholders have not been very successful in unseating directors. Last year, there were elections for 17,081
director nominees at United States corporations. Only 61 of those nominees, or 0.36 percent, failed to get
majority support.
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