(The opinions expressed here are those of the author, a

correspondent for Reuters. This column is part of the Reuters

Sustainable Finance Newsletter, which you can sign up for here.)

By Ross Kerber

Sept 17 (Reuters) - State-run economies centralize

accountability and make it harder for outsiders to influence

decisions like how much to pay the CEO.

There is a parallel feature in the deal Intel's ( INTC ) leaders

struck last month to give the U.S. government about 10% of the

shares in the challenged chipmaker. That stake now becomes a

rubber stamp in the boardroom.

According to an August 25 securities filing, the U.S.

Department of Commerce "must vote any shares of common stock

held by it in favor of the nominees of and any proposals

recommended by the Company's Board of Directors, and against any

other nomination or proposal not recommended by the Board of

Directors," with a few exceptions.

At first glance, this sounds in line with the goal of

keeping the public investment passive and removing public

officials from corporate decision-making, even though the

Commerce Department will now become Intel's ( INTC ) largest investor.

But the arrangement also gives corporate executives more

power over non-public shareholders on votes on things like

directors or shareholder resolutions.

Critics say better terms might prorate the government's

votes to neutralize their impact. The specifics matter since

U.S. President Donald Trump has said he wants to make more

investments modeled on the Intel ( INTC ) deal.

COUNTER TO PUBLIC OPINION

Take the charged question of executive pay. Intel ( INTC )

received only 72% support from shareholders in an advisory "say

on pay" vote at its May 6 annual meeting, well below the 90%

average for S&P 500 companies this year, according to pay

consultant Semler Brossy.

Proxy adviser Institutional Shareholder Services recommended

investors vote against the pay. ISS cited among other things "a

problematic cash severance" of $7 million for former CEO Patrick

Gelsinger, who resigned in December after losing board support.

Seen in that light, Commerce Department support for CEO pay

might not line up with public opinion.

In a survey last year, Gallup found 66% of Americans said

companies were doing a "poor" job of avoiding major pay gaps

between CEOs and employees. In a filing, Intel ( INTC ) said that on an

annualized basis Gelsinger made $27.6 million last year, 287

times the pay of its median employee and about the same as the

285:1 ratio at the typical S&P 500 company.

For pay deals that are unusually high, automatic U.S.

government support would be "completely out of step with what

people want and think about CEO pay," said Cynthia Clark, a

Bentley University professor who researches corporate governance

and helped create the Gallup survey and analyze its results.

I was thinking a way to sidestep the issue would be for the

government to abstain from voting its shares. But Karla Bos, an

independent corporate governance consultant, told me some of

those votes would count as "against" votes under Intel's ( INTC ) voting

standards.

Better, she said, would be for the government's shares to be

cast under what is called "mirror voting" whereby they would be

proportionately voted in line with all other votes cast and

neutralize the government's influence.

Vanguard created a "mirror voting" policy choice for its own

investors this year.

Bos said the change would be more in the spirit of proxy

voting, for investors to thoughtfully consider issues. The votes

of big investors were first made public 21 years ago because

"there was too much rubber-stamping going on," Bos said.

NO BLANK CHECK

An Intel ( INTC ) spokesperson said the company is committed to

strong corporate governance, and noted the government gets no

board representation or information rights.

"This approach is designed to prevent government involvement

in the management of the company, while aligning the

government's interests with those of all shareholders," the

Intel ( INTC ) spokesperson said via e-mail.

Asked about the pay vote result, the spokesperson said

that "We take our investors' feedback seriously and are

committed to continued engagement with them."

A Trump administration official, speaking on condition of

anonymity, said Intel ( INTC ) has hardly received a blank check from the

government and shouldn't take the public support for granted.

In a statement, the White House reiterated points it has

made previously that the agreement with Intel ( INTC ) was an improvement

on grants previously made by the Biden administration that did

not include an equity stake.

"Now the Trump administration has secured a fair bargain for

taxpayers by ensuring that they are able to reap the upside of

the federal government's investments into safeguarding our

national and economic security," the statement said.