The NACD Blue Ribbon Commission on Culture as a Corporate Asset identifies how boards can play an active role in shaping corporate culture to promote growth and avoid crisis. The NACD Northern California Chapter offered an inside look at the new 2017 Report of the Blue Ribbon Commission on Culture as a Corporate Asset. at its meeting on October 30th at the offices of Wilson Sonsini Goodrich & Rosati in Palo Alto. We were fortunate to have one of the co-chairs of the Report, Nick Donofrio for this highly anticipated publication. Local board leadership fellow and corporate director, Nora Denzel, moderate the chat with Nick, with a great deal of audience participation. There were ample networking opportunities both before and after the event.
Archive | October, 2017
The final victory over Carthage in the Punic Wars led to rising economic inequality, dislocation of traditional ways of life, increasing political polarization, the breakdown of unspoken rules of political conduct, the privatization of the military, rampant corruption, endemic social and ethnic prejudice, battles over citizenship and voting rights, ongoing military quagmires, the introduction of violence as a political tool, and a set of elites so obsessed with their own privileges that they refused to reform the system in time to save it.
Duncan makes no references to our current administration but the parallels are obvious… at least to me. Seven years ago the wealth of 388 billionaires equaled the wealth of the poorest half of humanity. Now it only takes five billionaires. Large companies like Snap, Facebook and Alphabet are virtual dictatorships and they can have a huge influence over our elections and governments. Continue Reading →
Governance, Liquidity, and Employee Retention in an Era of Capital Abundance was the full title of last Thursday’s morning event sponsored by the Silicon Valley Directors Exchange and Stanford’s Rock Center for Corporate Governance. As billed, we were to hear
a panel of experts discuss the role of the board of directors in addressing challenges of governance, liquidity, and employee retention in an era of capital abundance. The discussion will cover trends in venture capital investments in private companies, including increased funding levels and the rising number of unicorns, the length of time companies are staying private (which is generally longer now than in the past), and exit strategy and valuation trends in acquisitions versus IPOs.
In addition, the panelists will debate the governance implications and the consequences for employees of companies staying private with relatively unlimited access to capital, including:
Pearl Meyer on CEO Pay Ratios: Pay Transparency is the New Black
Pearl Meyer on CEO pay ratios. The leading advisor to boards and senior management released its 2018 Looking Ahead to Executive Pay Practices survey but long before that, in May 2015, one of their principals declared Pay Transparency is the New Black. I guess that means pay transparency will be the next thing in corporate governance fashion. Or maybe like the TV series Orange is the New Black, we will have a lot of laughs along as CEO pay ratios are disclosed but we have a sinking sense this will not end well. Continue Reading →
Conoco’s virtual only annual meeting is the target of a shareholder proposal by the Sisters of St. Francis of Philadelphia. A similar proposal was filed at Comcast. The Conoco resolution has already been cofiled by the Church of the Brethren Benefit Trust and the Needmor Fund, a Walden client.
As responsible shareholders, we believe good corporate governance includes the opportunity for shareholders to meet face-to-face with the company’s Board and management at the Annual Shareholders Meeting.
Tim Smith of Walden Asset Management stated
The decision to move an annual meeting to cyberspace has moved far beyond a minor internal management decision and become an important governance matter for companies. Imagine if companies facing major controversies had decided to forgo physical meetings. If a company faces debate on their comp package or its climate change position or has votes on shareholder resolutions it is also a problem to have a disembodied discussion on line for a stockholder meeting.
For more views, see Nuns tell companies to get real over virtual AGMs @FT and In Depth: Growth in Virtual-Only Meetings a Concern for Institutional Investors @ Chief Investment Officer.
Disney ties to Pat Robertson could lead to further gun violence if not clarified. Nancy Levine wrote a post that demands attention from Disney shareholders. Where Is Disney’s Outrage About Pat Robertson?
Pat Robertson’s Outlandish Blame Game
William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who works with his father to carry on what has become a family legacy. Continue Reading →
Corporate Culture Influencer
On September 11, 2017, the John L. Weinberg Center for Corporate Governance hosted a discussion on the role of the general counsel and how she should be a positive corporate culture influencer. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent research and white paper on this topic. ACC is a global bar association with more than 43,000 in-house counsel members worldwide. Participating in the discussion were the following; Continue Reading →
Moskowitz Prize Winner Announced
Moskowitz prize winner for 2017 was announced today by the Center for Responsible Business at the Haas School of Business, University of California, Berkeley, in collaboration with The SRI Conference (#AllinForImpact). The prize is named after research pioneer Milt Moskowitz, one of the first researchers to look for the connection between good corporate citizenship and profitability. Sustainable and responsible investing remains the focus.
Continue Reading →
The Ascendancy of Finance (link) by Joseph Vogl, explains the dramatic transfer of power to the financial sector that occurred over centuries but accelerated during the recent financial crisis. Traditionally, markets limited state power and were, in turn, restrained by the nation states. As Vogel notes, “In this theoretical myth, spaces of freedom are weighed against concerns of security…” Finance, once a mediator of capital, now threatens to rule both industry and politics.
Ascendancy of Finance: Not an Easy Read
One sentence from the book, which cogently explains where we are with respect to the ascendancy of finance, also provides a good example of the book’s density, aggravated by long complex sentences.
From 2008, in connection with the recent financial and economic crisis, an emergency politics has formed whose quality and character demonstrate a number of basic features: exceptional situations that require extraordinary instruments and measures; negotiations that take place behind closed doors, that are determined by the rhythm of the financial markets, and that clash with the lengthiness of formal procedures, an urgency that forces decisions to fall firmly in favor of the common good; and the informality of powerful executive bodies that might be described as hastily convened ‘committees of public safety.’
The best known “Committee of Public Safety” was created in 1793 as a de facto executive government in France during the Reign of Terror stage of the French Revolution. Are we there yet?
Since 2003, the Center for Political Accountability (CPA) has spearheaded disclosure and accountability in corporate political spending. Corporations are the top political spenders at the state and local level. They are a dominant force in shaping public policy. Next proxy season, I will join the Center for Political Accountability in filing proposals on this important topic.
Center for Political Accountability: Citizens United
As I have reminded readers in previous posts, the US Supreme Court’s decision in Citizens United v. Federal Election Commission was based on a false premise. Justice Kennedy’s majority opinion justifies the decision by pointing to the Internet. Continue Reading →
Shifting Investor Perspectives on Climate Risk & Board Climate Competency
These notes on climate competency are my last post from the Council of Institutional Investors Fall 2017 conference. Find more at
#CIIFall2017. As a member of the press, I was excluded from the policy-making meetings. Still, it was a great opportunity to touch base with members of CII and to learn of recent developments and where we may be headed.
IRRCi Research Award Submission Deadline is October 6, 2017. Two categories: Practitioner and Academic. Winners to Receive $10,000 each and get to present at the 2107 influential Columbia University Millstein Center Forum.
The Investor Responsibility Research Center Institute (IRRCi) is accepting submissions through October 6, 2017, for its sixth annual competition for research that examines the interaction between the real economy and investment theory. Continue Reading →