Abstract

Paper Authors: Ronald W. Masulis, Qi Wang and Nadya Malenko

Board voting offers an incomplete picture of director influence, overlooking directors’ roles in board agenda-setting and board–shareholder meeting interactions. Using unique corporate disclosures in China, we examine the full decision process—from agenda formation to shareholder voting. Minority blockholder-appointed directors link board decisions to shareholder voting by representing large shareholders. Exploiting a reform that increases visibility of dissent at shareholder meetings, we find stronger shareholder voice amplifies these directors’ influence on agenda setting: tunneling proposals are less likely to reach board agendas. As public dissent at board meetings becomes costlier, directors increasingly monitor through agenda-setting rather than board voting.

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