You’re right. A CEO cannot loot a company without the board’s permission. I guess that’s a case of one hand washing the other.
As to who puts the boards in place… that’s a lost cause. I hold a few shares in a few companies. And I used to vote in the board elections.
Then I realized I was voting my 20 shares along with mutual fund companies that were voting in 1,000,000 share blocks. And the current boards always got 95%+ approval.
So eh, what’s the use?
If index and ETFs funds were required to let the owners vote instead of allowing the management firm (Vanguard, blackrock, state street, etc), retail investors would control nearly 50% of the vote.