We admire her dedicated, difficult work to make the world better for investors. Over many years, she has taken courageous stands that battled convention and angered the established hierarchy.

So, we trust Nell Minow will understand if we disagree with her, right here. In a recent interview, Corporate Secretary magazine asked for her “five biggest concerns for shareholders in 2012.” We rather think her concerns represent those of a small set of investors, or perhaps what she wishes would concern investors.

Nell would have got it right with this list:

1. 1.share price appreciation
   

2. 2.corporate cash balances
   

3. 3.share price appreciation
   

4. 4.share price appreciation
   

5. 5.share price appreciation
   

Instead, she listed five others. We comment on hers:

1. 1.Executive compensation - this concerns a few investors at some companies. At most companies, investors don’t seem to care - shareholders approved 98% of the executive pay packages in last year’s say-on-pay votes.
   

2. 2.Quality of the board/individual directors - this, too, doesn’t seem to trouble most investors. ISS reports that in 2011, 45 directors received less than 50% of the votes cast, out of thousands standing for election.
   

3. 3.Political expenditures - difficult to tell, since the first votes on this subject will take place at a small number of companies this coming year. And, we haven’t seen any surveys of investor sentiment, or even better analysis of share price trends at companies that do and don’t disclose these expenditures. Yet, among the range of investors that we know and track (asset managers, hedge funds, foundations, pension funds), almost none of them have followed this issue.
   

4. 4.Sustainability and transparency - see 3. above. Most investors don’t care any more about sustainable practices at their portfolio companies than the do about disclosure or extent of political expenditures.
   

5. 5.Majority voting for directors and other shareholder initiatives - here, “other” refers to “human rights, environmental impact, executive and director compensation, and financial reform.” So, for one, most investors don’t even understand majority voting, much less care whether a portfolio company has it. And, most investors don’t really care about human rights practices at their companies, similar to their attitude toward political expenditures (3. above) or environmental impact or sustainability (4. above).
   

Of course, this critique refers to “most” investors. “Some” shareholders do care, a few deeply, about these issues. The Council of Institutional Investors tends to represent these shareholders, and consists largely of labor pension funds, with a number of corporate pension funds among its members. But, the CII hardly represents the views of all investors - hedge funds, mutual funds, foundations and endowments, and individuals.

Now, Nell, the CII, and others may wish that these five items concern all investors. We’d have to disagree with that sentiment, too. Elsewhere we’ve noted how investors should instead wish for freedom from restrictions on or even disclosure of political expenditures. And, how investors should care not at all about sustainability or environmental impact. It seems to us that the subset of investors that do care about some of these issues (namely, 3., 4., and 5. above), the types that participate in CII, do so mostly for political advantage, rather than share price appreciation.

Or, maybe this list represents her top five governance concerns. If that’s the case, then it makes sense that executive compensation and directory quality would make it onto the list. We’d suggest, though, that other governance concerns take precedence over majority voting:

1. ❖declassifying boards of directors
   

2. ❖shareholder approval of poison pills
   

3. ❖ability to call special meetings and vote through written consent.
   

Probing deeper, earlier we identified the real governance dilemmas that should concern investors, including assuring director independence, creating fair director elections, and the right nature and extent of corporate disclosure, among a few critical questions worth discussing.

What do you think are the biggest concerns for shareholders in 2012?