Boards are often made up of other CEO's. There is a good ole boy culture that says if I sit on your board and give you a great salary, large bonus, and golden parachute, then I expect you to do the same for me when invited to my board.

How many shareholders actually have a clue about the structure of the board of their investments or how those directors actually vote. I'd say other than G. Soros a few others, none do. The pathetically inadequate voting and proxy information may provide a brief bio on the board member but says nothing about conflicts of interest (ie. does the CEO sit on HIS/HER board?) or about how they vote on issues of strategy and compensation.

For a shareholder it's nothing more than a Vegas crap shoot.

As Norman Augustine pointed out in his book, "Augustines Laws", there is often no correlation between a CEO's compensation, longevity, and their performance. Go figure....... Does this make shareholders, employees and other exec's feel like peasant's? It should because you are. American's are always claiming "we're number one". Check out Germany, high tech manufacturing GROWING, jobs GROWING, exports GROWING. How can this be? For one thing, German corp's have employee or union representatives as 50% of the board. The other 50% is outside directors. The chairman is a tie breaker. Because of this their is no outsourcing unless agreed by all, the CEO's of German co's typically only earn 5 x that of their other senior employees not the 1000X or more in the Greedocracy that the US has turned into.

What to do, hope you will be one of the lucky ones and win the CEO lottery. Otherwise, keep filling in your "performance" reviews, where you must prove "accountability" - Unlike Your CEO that for the most part, has none.