That’s what it says on paper but there is a lot written about management’s capture of the levers of control. They sit on the boards, set each others salaries,

That’s what it says on paper but there is a lot written about management’s capture of the levers of control. They sit on the boards, set each others salaries, and recommend each other for their boards. Shares are automatically voted the way the board chooses unless specifically voted the other way. Institutional investors typically have a hands-off attitude toward corporate governance issues leaving activists as the only ones who can hold management’s feet to the fire.