It was big news when the SEC (SEC news) ruled that broker-dealers could no longer vote on behalf of the customers whose shares it held "in street name." That was designed to boost the corporate governance and shareholder empowerment movement, as brokers-dealers routinely vote with management.

But has reality contravened good intentions? It appears that way. When it comes to non-director elections, broker-dealers can still cast discretionary votes on routine items. And the combination of lower retail voter turnout plus the ability to vote in shareholder votes has emboldened more companies to put auditor ratification on the ballot. During this year's proxy season, 66 percent of companies held a vote on auditors, compared with 53 percent in 2009.

Auditor ratification is hardly ever an issue. The Treasury suggested a few years ago that more companies have their shareholders vote on auditors, to keep audit committees more accountable. However, you will be hard pressed to remember a time when shareholders rejected a proposed audit firm. Certainly, boards have reason to feel as confident as ever that their choice will prevail. It's hard to call any of this a victory for shareholders and governance. 

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