No accounting for corporate governance: proxy voting with securities lending

Susanne Trimbath (STP Advisory Services, LLC, Omaha, Nebraska, USA)

Journal of Accounting & Organizational Change

ISSN: 1832-5912

Publication date: 18 September 2009



The purpose of this paper is: to detail the importance of corporate governance to institutional investors; to describe the tension created by their desire to earn extra revenue from stock lending; and to outline the challenges to corporate governance presented by the subsequent lack of accounting for voting rights.


Descriptive analysis, including historical perspective on the reliance of corporate governance on active shareholder investors.


Voting rights are not being tracked when securities are loaned out, resulting in improper and inappropriate vote counting.

Research limitations/implications

This commentary makes the argument in favor of shareholder activism.

Practical implications

In addition to added transparency in the voting process, accounting systems similar to those used in the USA for dividend reporting could be applied to track voting rights and votes for corporate governance matters.


The paper aligns knowledge about securities lending with issues in corporate governance.



Trimbath, S. (2009), "No accounting for corporate governance: proxy voting with securities lending", Journal of Accounting & Organizational Change, Vol. 5 No. 3, pp. 417-424.

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Emerald Group Publishing Limited

Copyright © 2009, Emerald Group Publishing Limited

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