Why is corporate governance broken?

During the past 100 years, capitalism has been transformed. No longer is the corporate world owned by Morgans, Rockefellers, and Carnegies. It is owned by average investors through mutual funds, pension plans, and direct stock ownership. This is called "democracy of capitalism," but something is missing. For democracy to work, people must vote. In the democracy capitalism has become, individuals do not vote the shares they own. This can be attributed to:

Rational apathy. Individual holdings are too miniscule to justify the effort required to vote the shares, and most individuals lack the expertise to constructively do so anyway.

Institutional ownership. Investors who beneficially own shares through mutual funds, pension plans, and other intermediaries are denied the right to vote those shares.

To reassert control over the corporations they own, shareholders must overcome these obstacles. Until they do, corporate governance will remain broken.