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The right to elect and remove directors is a key feature of shareholder participation in corporate governance. Indeed, the ultimate form of board-shareholder engagement is for shareholders to have their representatives inside the boardroom. This chapter examines the role that minority shareholders play in nominating directors to corporate boards. Despite the growth in power of institutional investors, and their increasing commitment to investor stewardship, global asset managers almost never attempt to nominate director candidates themselves. Rather, the most effective instigators of minority shareholder board representation are activist hedge funds. This chapter makes three key contributions to the discussion on board-shareholder engagement. First, drawing on a hand-collected dataset of activist board representation campaigns at S&P 500 companies, it analyses the practice of activist hedge funds appointing directors to corporate boards. Second, it explores the implications these cases of activist-nominated directors may have on accepted wisdom regarding the role of the board. In particular, it is argued that activist‑appointed directors may expose some of the limitations of the current independent monitoring board model and exemplify a solution where boards proactively contribute to sustainable value creation. Third, the chapter explores how to facilitate broader institutional investor participation in the director appointment process.
This chapter explores the change of paradigm related to corporate governance and shareholder engagement implementation in Indonesian public companies. With an overview of relevant Indonesian laws and regulations, this chapter further examines the development of General Meeting of Shareholders, voting, as well as other means of shareholder engagement in Indonesia including relevant adjustments during the COVID-19 pandemic. Questions concerning shareholder behaviour regarding share ownership and participation in company decision-making processes are answered through data analysis as well as empirical findings. The increasing number of individual shareholders in the Indonesian capital market scene brings about new direction on the practice of corporate governance and shareholder engagement, although the ownership structure in most companies remain concentrated and government higher power in state-owned enterprises still prevails.
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