“With Friends Like These, Who Needs Enemies?” The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight

A continuing obstacle to the success of most corporate governance initiatives is the unwillingness of the majority of institutional portfolio managers to co‐operate with governance activists even to the extent of merely voting in cases where clear benefits would flow to all shareholders from a positive result. Portfolio managers have given many excuses for their lack of participation in such efforts, but upon examination, most turn out to be facile rationalisations. Institutional investors’ negative attitudes towards governance may be attributed to scepticism on the part of some individuals, but there also seem to be structural factors at work. Some are integral to corporate governance itself: the difficulty of quantifying governance information, and the longer time horizon necessary for the realisation of most governance initiatives. Others are, however, a function of the structure of the investment industry: the different backgrounds and aptitudes of most corporate governance specialists from most investment managers, reliance upon third‐party consultants, a different orientation towards investment, short‐termism, differing career paths and perceptions, fear of bureaucratic intervention and competition for performance compensation. It is proposed that some internal readjustment of investment management companies, coupled with a clearer commitment by senior executives at those companies to exploit governance initiatives, would be beneficial both to the cause of better corporate governance and to portfolio returns.