FWIW I know the answer: management typically goes unchecked which is a huge problem. Managers vote themselves money and leave owners with the downside risk. Boards tend to be toothless rubber-stamps. Doesn't mean I have to like it (as an employee or a shareholder).
A common situation repeated over and over is that a manager has the opportunity to take huge risks for a big bonus, yet the worst that can happen is they lose their job.
Case in point, it took a small team at AIG only 6 weeks of selling a financial product to bankrupt the 90-year-old company and contribute to the 2008 crash, ultimately leading to a Fed bailout.
On the other hand, if the shareholders are mostly institutional funds, then fund managers generally aren't in the business of doing activist stuff for their many dozens of investments...