With the growing push by shareholder activists to change the rules so that directors would need a majority of votes to join boards, BusinessWeek poses the question: Should Directors Be Nervous?

Theoretically, the changes might help remove directors who were underperforming or dozing off at the wheel.

It does raise a few questions.

First, how much support is there for these sorts of changes? According to the Governance Map blog, these resolutions have been getting more support, moving from an average of 11 per cent support in 2004 to 44 per cent in 2005 with 14 resolutions actually getting majority shareholder support.

OK, but you would have to ask would any of this would be effective. Anyone who has turned up at annual meetings knows that when push comes to shove, incumbent boards usually manage to get the numbers they need through proxies.

And even if they are so bad or incompetent that they can't muster up the proxies, a majority vote is not necessarily an open-and-shut case. A negative vote could create complications under state corporate law where a director can't be forced out until there's a replacement, and turfing out certain directors could put the company in breach of certain governance and listing provisions. You'll find a better explanation of those concerns here.

But the most important question it raises is this: who actually owns the company? Professor Stephen Bainbridge in his blog says shareholders are not actually the real owners of the company.

Now, the suggestion that shareholders have no economic ownership of the company is something that many investors and business owners would gag at. After all, it's the thing that underpins the fiduciary duty of directors to look after the interests of investors. Nonetheless, the debate over who actually owns the company, and the push for majority voting is likely to concentrate the minds of directors.

Potentially, it's a warning that would keep them on their toes. And that's not a bad thing.