The problems of executive compensation at big financial companies like Merrill Lynch (NYSE: MER) and Citigroup (NYSE: C) are obvious. Executives who led their companies into massive losses on risky bets walked away with huge parting gifts, even as shareholders nursed billions in losses. Congress held hearings and financial journalists everywhere cried foul. But corporate governance helps people who help themselves and, for whatever reason, most shareholders have made the inexplicable decision that they don't even want an advisory vote on executive pay.

The Wall Street Journal reports (subscription required) that "At Citigroup Inc., J.P. Morgan Chase & Co., Merrill Lynch & Co. and Morgan Stanley, proposals that would let investors weigh in every year with a nonbinding vote on compensation got an average of just 37% of shareholder votes, according to the latest tallies. Similar proposals in last year's proxy statements for the same companies got 43% support."

How is that even possible? When the problem of pay gone wild is so obvious that even laissez-faire capitalists are saying something is screwed up, why would shareholders reject an opportunity to have their nonbinding voices heard? It just doesn't make any sense at all.

Part of the problem may be that individual investors aren't voting. But I also wonder whether there's some home cooking going on. Are the large institutional shareholders that control the bulk of these companies voting to keep the executive pay gravy train flowing because they have a personal stake in it?

If so, they should remember that their fiduciary duty lies with the investors for whom they own the shares. If regulators want to make themselves useful, they should take a look at this possible conflict of interest.

So shareholders of Aflac (NYSE: AFL) had a really cool idea: wouldn't it be cool if the owners of the company got to have some say in how the top employees at the company were compensated?

I know: blasphemy. But on Monday the company best known for a duck voiced by Gilbert Gottfried became the first company to give its shareholders a say on pay. The result? A big fat nothing. More than 93% of shareholders approved of the $11.96 million compensation package that CEO Daniel P. Amos received for 2007. During Mr. Amos' 18-years at the helm, the stock has appreciated more than 3,000%. So here's a guy who deserves his big payday.

Amazingly, most shareholder resolutions suggesting say-on-pay proposals have been opposed by management and voted down by large institutional shareholders. It's hard to understand given that the votes are simply advisory. Why shouldn't the board hear how shareholders feel about the work of the compensation committee?

But with 93% of voters approving the CEO's package, the say on pay deal at Aflac changes nothing, which is not surprising. Companies that have strong enough corporate governance and shareholders awake enough to demand a say on pay are not likely to suffer from egregious pay problems. The executive compensation outhouses like Countrywide Financial (NYSE: CFC) would never have votes like this.