How Shareholder Voice Shapes Board Agendas

Board voting offers an incomplete picture of director influence, overlooking board agenda-setting and board–shareholder meeting interactions. Using unique corporate disclosures in China, we examine the full decision process—from board agenda formation to shareholder voting. Minority blockholder-affiliated directors connect board decisions to shareholder voting by bringing minority investors’ voting power into board deliberations. Exploiting a policy shock that increases visibility of dissent at shareholder meetings, we find that stronger shareholder voice amplifies these directors’ influence on agenda setting: tunneling proposals are less likely to reach board agendas, especially when they require shareholder approval. The effect also extends to proposals not requiring shareholder approval, consistent with minority blockholders using opposition to other shareholder-meeting proposals as a bargaining lever.