Corprocracy in America ... RIP: why the long-established annual meeting should be retired.

• Author: Augustine, Norman R.
• Position: THE STATE OF CORPORATE DEMOCRACY: OPINION - Editorial

The middle-aged man in the front row rose from his seat and announced to the assembled throng that it was time to put on the accoutrements he wears for such events and dutifully donned a rubber clown's nose.

The aging woman wearing hot pants, having knocked over several potted palms, loudly shared her views regarding the heritage of the off-duty policeman who had told her she could not simply walk around the metal detector but had to pass through it.

Another attendee suddenly rushed onto the platform and handed a large dead fish to the presider. Running from the room, a young woman threw what she shouted was blood (turned out to be ketchup) on the walls.

Barnum and Bailey's final act? No, just a few of the incidents I have witnessed while attending a variety of those exercises in futility known in corporate America as annual meetings, said to be the very embodiment of corporate democracy. Having attended about 70 annual meetings (and over 500 board meetings) of Fortune 100 corporations, I always think I've seen it all. That is, until I attend the next one.

One elderly gadfly who was particularly renowned for making a shambles of annual meetings, once called me to say that she "needed" to attend our annual meeting but that she also needed to attend two others that were scheduled on the same day. If, she advised, I were to take her to dinner, we could discuss the annual meeting of the firm I served as CEO, then it would be unnecessary for her to attend our meeting. (We had breakfast together, at a public restaurant. It worked.)

If this is life under corporate democracy, the most fair and effective system of governance the world has yet devised, what must life be like under the alternatives? Were the ancient Greeks to attend a modern-day corporate annual meeting they would probably be rolling over in their shares. George Bernard Shaw seemed to have it right when he asserted, "Democracy is a device that assures we shall be governed no better than we deserve."

CEOs have, of course, struck back, no longer providing free food at annual meetings; scheduling them to begin just before lunch in the hope that starvation would soon end the interminable affairs; scheduling them the same day as General Electrics or General Motor's meetings; limiting content--no presentations, just the votes, please--and holding them in Fargo, N.D., in early March. (The one notable exception to all this futility is the world's most popular and substantive annual meeting...