Sound-Up Governance

Each week, we will release two illustrated definitions of corporate governance jargon in order of increasing complexity. In this instalment we have the definition of "director elections". Check the episode thumbnail for an illustration by Nate Schmold.

Originally published May 29, 2023

What is Sound-Up Governance?

The real impact of corporate governance isn't about compliance or structure or policies, it's about the conditions that impact decision-making. Sound-Up Governance features fresh perspectives to help boards and executives to be a bit better tomorrow than they were yesterday.

This one’s pretty easy. Directors are technically elected to their board seats. Same as any other election, there are candidates and voters. The candidate(s) who get sufficient support from voters wins the election! An election for directors is called a “director election,” or sometimes “board election.”

Who gets to vote in a director election? Shareholders and (sometimes) members! We’ve talked about shareholders and voting a few times before (e.g. in the definitions for shareholder, widely-held, controlled company, board of directors, etc.).

The thing is, a lot of those elections are uncontested, meaning voters don’t get to choose the candidate they like best because there’s only one candidate in the first place. Plus, in a lot of those uncontested elections there is only one voter, because there’s only one shareholder. In other words, the whole thing is really just a formality. Think back to the days when you first incorporated Reallie Steilish and you were the only shareholder, the only employee, the only board member. Sure, you were *technically* elected to the board, but the election probably happened without you realizing it since no other candidates were considered and nobody else voted. It was all so simple then.

Speaking of the Wu Tang Clan, it’s great being on your own (hence all the classic solo albums by Wu members. Matt’s controversial favourite is Fishscale), but sometimes a group is undeniably greater than the sum of its parts. We’ll learn more about finding your fellow Wu Tang members in the next post.