Judicial Independence: Conflicts of Interest was the primary focus of last week’s first Rock Center / SVDX program of the academic year. It was titled Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Director. Continue Reading →
Facets of Risk – my abbreviation for The Many Facets of Risk: Threats Posed by Internal Cultural Issues – the topic of a panel at the Corporate Directors Forum I attended in San Diego in January. This will be the last of my reports from that Forum. Like all Corporate Directors Forums, Facets of Risk operated under the Chatham House Rule, so you will not find any direct quotes below. My notes include my opinions as well observations made by speakers, panelists and others in attendance at the Forum. While it is certainly not a transcript, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary. Continue Reading →
A new measuring effectiveness roadmap helps investors ensure they are moving beyond generating environmental or social impact through individual market transactions and are better aligning with broader system-level goals (e.g., the United Nations Sustainable Development Goals, SDGs). Group action along the same trajectory can better influence system-level change. The measuring effectiveness roadmap helps investors answer the following question: How can I measure whether I, as a long-term institutional investor, have contributed to promoting the long-term wealth-creating potential of the environment, society, or the financial system? Continue Reading →
Transforming Capital Markets; that will be my abbreviation for Transformation of Our Capital Markets. the topic of a panel at the Corporate Directors Forum I attended in San Diego in January. Yes, I’m still digesting all the great conversations. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes. As such, they include my opinions as well observations made by speakers, panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary. Continue Reading →
Culture: A Driving Force in Talent Management was the topic of a panel at the Corporate Directors Forums I attended in San Diego in January. Yes, I’m still digesting all the great conversations. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes. As such, they include my opinions as well observations made by speakers, panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary. Continue Reading →
Cultural Risks: As Advertised
The spotlight often shines on cultural risks only after an organizational crisis or incident. But forward-looking leaders are shifting to a proactive approach to cultural risk management. Macro business issues—cost and regulatory pressures, digital disruption, cyber threats, talent shortages, and others—have clear cultural implications. Corrosive cultures can pose significant challenges, making the organization more vulnerable to a wide range of potential risks. So is assessing an organization’s culture the responsibility of the board? If so, how can they be a change agent? Where does the board’s role end and management’s begin? And finally, how can a board objectively examine its own culture?
Compensation: The Difference it Makes
Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, age, political affiliation, household income, and state residence — to understand public perception of CEO pay levels among the Key takeaways are:
- CEOs are vastly overpaid, according to most Americans
- Most support drastic reductions
- The public is divided on government intervention
Americans and CEO Pay: 2016 Public Perception Survey on CEO Compensation found 74% believe that CEOs are not paid the correct amount relative to the average worker. Only 16% believe that they are.
A brave panel tackled the topic, Compensation: The Difference it Makes, at the Corporate Directors Forums I attended in San Diego last month. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on Compensation: The Difference it Makes. As such, they include my opinions as well observations made by speakers panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary. Continue Reading →
The Culture Impact: Values, Attitudes & Strategic Directions
Culture impact in corporate governance got a big boost with NACD Blue Ribbon Commission report Culture as a Corporate Asset. A brave panel tackled the topic, The Culture Impact: Values, Attitudes & Strategic Directions, at the Corporate Directors Forums I attended in San Diego. Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on The Culture Impact. As such, they include my opinions as well observations made by speakers, panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary.
To learn more about the 13th annual Directors Forum: Directors, Management & Shareholders in Dialogue conference, click on the following: @corpdirforum on Twitter, tweets from
#CorpDirForum2018 that often link to other posts, #corpgov #boards website, and Linkedin.
The Culture Impact: Panelists
- Moderator: Michael Berthelot, Director, Fresh Del Monte Produce Company, CEO, Cito Capital Corp; and Managing Principal, Corporate Governance Advisors, Inc.
- Stephen L. Brown, Senior Advisor, KPMG Board Leadership Center
- Joann Lublin, Pulitzer-Prize Winning Journalist & Management News Editor, The Wall Street Journal; Author, Earning It
- Bryan Cornwall, Founder & Principal, Cornwall Bioengineering & Communications
- Hanna Grene, Policy Director, Center for Sustainable Energy
The Culture Impact: My Notes
Paper forthcoming on Wells Fargo and Uber by Hanna Grene and Bryan Cornwall to be published on Equilar website. I will be waiting with anticipation. How would we react? What tools do we have available? It seems to me, the problems were an open “secret,” not unlike Harvey Weinstein. The basics of the Wells Fargo scandal were reported in the LA Times in 2013. Los Angeles sued in 2015. The Board didn’t issue their own internal study until April 2017. Too little, too late with Federal Reserve placing the first firmwide limit on a bank as Chair Janet Yellen stepped down. Wells Fargo announced concurrently that it would replace 4 board members, three by April. Wells Fargo will be included in case studies on culture impact for years to come.
Similarly, Uber’s “hard charging” workplace environment was hardly a secret and had adverse corporate culture. Culture was key. Uber was (is?) aggressive and overbearing. Whereas founder Travis Kalanick’s motto might have been something like, “get it done,” the new CEO Dara Khosrowshahi has adopted ‘We do the right thing. Period.’ Media impact was huge reason for change. We see the influence of media, especially social media, even more after the latest mass shooting. (Mass shootings have made gun stocks toxic assets on Wall Street)
The Culture Impact: Public Opinion Sidebar
Renee Aggarwal, Isil Erel and Laura T. Starks, Influence of Public Opinion on Investor Voting and Proxy Advisors (August 6, 2014, Georgetown McDonough School of Business Research Paper No. 2447012; available at SSRN) found that investors have been “voting less with the recommendations of management or proxy advisors.” In contrast,
public opinion on corporate governance issues, as reflected in media coverage and surveys, is strongly associated with investor voting, particularly mutual fund voting. In addition, even proxy advisor’s recommendations are associated with public opinion… media coverage captures the attention of proxy advisors, institutional investors and individual investors, and is thus reflected in recommendations and votes.
The researchers looked at each proxy proposal for each firm in the Russell 3000 Index for the period January 2004 through November 2010. They looked not only at voting records and ISS recommendations but also media coverage of executive compensation, as well as Gallup surveys of public opinion.
A few highlights from their research are as follows:
- Mean support for shareholder proposals increased from 23.6% in 2004 to 31.8% in 2010, after peaking at 37% in 2009.
- Institutions voted with management on shareholder proposals 74% of the time in 2004 but only 54% of the time by 2010.
- Investor agreement with ISS advice went from 78.4% in 2004 to 57.5% in 2010.
- In 2004, 60% of investors followed ISS opposition to proposals but only 20% did so by 2010.
- The proportion of shareholder proposals opposed by ISS declined from 156.4% in 2010 to 30.5% by 2010.
- Support for shareholder proposals increases by 3.15%-2.69% if there is a one standard deviation increase in media coverage.
Our results suggest that public opinion, as measure through either Gallop Poll survey or media coverage at the aggregate and firm level, influences shareholder voting. The implications of these results are that financial intermediaries, such as mutual funds, pay attention to the shareholders’ preferences regarding corporate governance. These results hold even after controlling for the recommendations of the proxy advisor.
The Culture Impact: Back to Conference Notes
Executives sometimes make it known they did not want negative feedback. How do directors make changes before a negative story appears on the upper fold of a major newspaper?
If you are a high performer, culture impact may be nonexistent for a while; you can do anything you want. But the buck stops at the board, not the CEO. The board needs to be willing to second guess. The board needs to wonder about what you do not know. The board should insure it has independent sources of information. Some argue they have their own independent staff. Activists often do, and they often turn out to be good board members in part because of those additional resources. Every board member should have a responsibility to visit branches, have many experiences as a customer or user. Uber board members seem to have been blind-sided with rapid growth. They waited to long to go after the CEO. Mandatory unconscious bias training might have helped.
The NACD Blue Ribbon report has many tools. Regulatory or the courts; markets or self-reflection. Unfortunately, too often boards seem to be wearing blinders. We are unlikely to see regulatory reform on culture impact. Pressure seems more likely from major shareholders like BlackRock’ announcement to gunmakers. Shareholders have the ability to push back. They have the right to vote boards off the island. Larry Fink’s letter this year said companies must have “a sense of purpose.” Companies have culture impact.
Furthermore, the board is essential to helping a company articulate and pursue its purpose, as well as respond to the questions that are increasingly important to its investors, its consumers, and the communities in which it operates. In the current environment, these stakeholders are demanding that companies exercise leadership on a broader range of issues. And they are right to: a company’s ability to manage environmental, social, and governance matters demonstrates the leadership and good governance that is so essential to sustainable growth, which is why we are increasingly integrating these issues into our investment process.
Your vote is really important. At Wells Fargo and Uber we saw a failures of courage. Uber had frat boy culture. Culture, character and courage… that is what it takes. Wells Fargo seems to have had a culture of, ‘cheat and you can stay; don’t cheat and you are fired.’ Boards need to be more transparent around reports and actions taken, not just to reduce potential liabilities but also to help your company live up to its purpose.
Investigations must be reported up. HR should number and track complaints so they do not get lost. Boards should get routine reports to assess culture impact — to see trends and outliers. Boards should seek the right answers. Non-financial measures should be to be tied to compensation. In an M&A, which culture will prevail? Which culture to keep.
The role of HR. Is it to protect the company or to protect and develop employees? Heads of HR should address boards more frequently. Directors have to spot the data anomalies. Culture is important and is part of their fiduciary duty.
The Culture Impact: Recent Related Posts
- Culture as a Corporate Asset
- General Counsel: Corporate Culture Influencer
- Director Liability: Boards are on the hot seat over data breaches, illegal sales practices and more
Shareholder Hot Topics: Introductory Notes
Most of the Corporate Directors Forums I have attended in San Diego start with “Shareholder Hot Topics.” There is widespread interest in the subject from directors, management, shareholders, consultants and academics. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate culture is the hot topic, especially after the NACD Blue Ribbon Commission Report on Culture as a Corporate Asset. See also Earning It: Lublin @ Corporate Directors Forum.
Like all Corporate Directors Forums, this one operated under the Chatham House Rule, so you will not find any direct quotes below. These are my notes on Shareholder Hot Topics. As such, they include my opinions as well observations made by speakers panelists and others in attendance at the Forum. This is certainly not a transcript. However, I hope even those who attended the Forum will find the post useful, especially my attempt to provide additional context through links and commentary.
To learn more about the Corporate Directors Forum, click on the following: @corpdirforum on Twitter, tweets from
#CorpDirForum2018 that often link to other posts, website, and Linkedin. Continue Reading →
Robotics and AI: How will Boards Embrace Tomorrow’s Technologies?
As advertized: AI and Robotics are coming. There is no question that disruptive technologies are going to dominate not only what is introduced into the marketplace but also how our businesses are operated internally. Two evolving, and already disruptive forces, are robotics and artificial intelligence (AI). From the Board’s viewpoint, how do you get smart on these topics and understand their value to you? What are the implications of enabling a digital workforce within organizations? Are their opportunities for the governance process itself to leverage these technologies? Could you soon be joined in the Boardroom by an AI Bot? The future is already here at some boards. Continue Reading →
US stock exchanges should require sunset provisions for dual-class shares, SEC commissioner Rob Jackson said in his first speech since taking office last month. In the speech at UC Berkeley School of Law, he likened dual-class shares that do not sunset to “corporate royalty” and said such structures were “antithetical to our values as Americans.”
If you run a public company in America, you’re supposed to be held accountable for your work—maybe not today, maybe not tomorrow, but someday.
CII welcomed Jackson’s remarks. “We applaud Commissioner Jackson for using his first major public speech to support CII’s ongoing efforts to address the problem of unequal voting rights,” CII Executive Director Ken Bertsch said in a statement.
A dual-class structure without a sunset provision —‘forever shares’— says to investors, ‘we’ll take your money, but we won’t ever value your vote on how we use your capital to run the business over the long-term.’ That’s not equitable treatment of investors, and it’s certainly not good corporate governance.
CII has endorsed those measures taken by indexes to ban dual-class shares and only reluctantly backed sunset clauses. Jackson did not suggest his fellow commissioners take action, although he did say he hopes they share his views someday. Fellow Democratic appointee Kara Stein already does, saying that dual class listings are “inherently undemocratic.”
I certainly welcome Commissioner Jackson’s remarks. I’ve written many posts on dual-class shares over the last few years. I like the ban indexers are enforcing and also embrace the idea 0f sunset provisions for dual-class shares of two years. However, I don’t see US stock exchanges imposing sunset provisions. That is much more likely to come from the SEC… maybe, under the next administration. Continue Reading →
Mutualism, the subjects of Kara Stein’s recent talk at Stanford Law, has been a subject that has fascinated me since the 1980’s when I was awarded an NIMH Fellowship to study what types of corporate governance structures (including mutualism) might be most beneficial to employees, shareholders, and society. I applied many lessons learned in heading California’s Cooperative Development Program (now defunct) and continue to try to apply concepts from cooperatives and mutualism to publicly traded companies, such as Twitter.
Commissioner Stein gave an impassioned speech on mutualism and the symbiotic relationship between companies, employees, and shareholders. Dual-class shares and other mechanisms are eroding mutualism. Such structures are inherently undemocratic. Where is the symbiosis inherent in mutualism? How do stakeholders mutually benefit? Continue Reading →
Earning It: Introductory Notes
Joann Lublin gave the opening keynote at the recent Corporate Directors Forum 2018 in San Diego. She spoke largely about her new book, Earning It: Hard-Won Lessons from Trailblazing Women at the Top of the Business World. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate culture is the hot topic, especially after the NACD Blue Ribbon Commission Report on Culture as a Corporate Asset, and within that umbrella topic nothing is more timely than women and diversity. Continue Reading →
The 2018 CES (Consumer Electronics Show) and its impact on boards was the subject of a January 31 meeting of the NACD’s Northern California Chapter. We met at the offices of WilmerHale in Palo Alto. We heard primarily from Maureen Conners, Fashion Incubator San Francisco board director and former director of Deckers Brands (NYSE: DECK); Erin Essenmacher, NACD chief programming officer and founder of the NACD Technology Symposium and the NACD CES® Experience; John Hotta, Kaiser Permanente board advisor and former Microsoft executive; and Sandra Lopez, vice president and general manager of Intel’s Sports Group. Continue Reading →
Today’s lead director and non-executive chair face a seemingly never-ending set of risks, governance decisions and strategic initiatives as a result of investors’ growing emphasis on board transparency, accountability, and independence. This insightful panel focused on the evolving roles of board leaders, specifically, the independent chair and lead director. Drive higher-performing boards through improved processes, strengthened director evaluation, recruitment efforts, and more effective shareholder engagement.
This was yet another great event sponsored by SVDX and Stanford’s Rock Center for Corporate Governance. I am so glad I only live 120 miles away, so can easily participate in these events. These are my notes, with no guarantee of accuracy. This one was more packed than usual with lots of on-point participation from the audience. Like a good lead director, Ms. Gomez-Russum did an excellent job moderating. Her job was made a little easier, since none of the panelists seemed compelled to dominate. Each had interesting insights.
Continue Reading →
Speak Your Mind, Lose Your Job: The Challenge of Diversity at the Modern Corporations. That was the topic of another great program at Stanford Law sponsored by the Rock Center for Corporate Governance on December 5th. @StanfordLaw @StanfordRock Register for upcoming events.
Part 4 28th Annual SRI Conference in San Diego. Search #AllinForImpact on Twitter to see more posts. See Parts 1, 2, and 3. Yes, I know, this conference was held months ago but I’m still digesting… maybe until the next one. I could spend a productive year just exploring links to the work of the speakers. Mark your calendar for November 1-3, 2018. The SRI Conference returns to the Broadmoor in Colorado Springs. Get on the mailing list. Continue Reading →
The 28th Annual SRI Conference in San Diego was amazing. Search #AllinForImpact on Twitter to see prior posts. Mark your calendar for November 1-3, 2018. The SRI Conference returns to the Broadmoor in Colorado Springs. Get on the mailing list. Continue Reading →
SRI engagement and monitoring was a major theme during my first day at the 28th Annual SRI Conference this year (#AllinForImpact), although my 1st impressions were interrupted by the issuance of SEC SLB 14I, as previously noted. SRI has grown more than 13% a year since 1995 (when I started this blog) and now total over $8.7 trillion in assets. No longer just focused on screening or even ESG, SRI has become a mainstream investment strategy AND it holds the power to address our most pressing societal challenges in a way the public sector simply cannot. Continue Reading →
SLB 14I (CF): Issued During 28th Annual SRI Conference
The latest SEC Staff Legal Bulletin, SLB 14I (CF), was issued on November 1, while 800 attended the 28th Annual SRI Conference in San Diego. I was flipping though the agenda when I got an email from a Bloomberg reporter asking for feedback on SLB 14I, which will further discourage shareholders from submitting proposals, especially those focused on environmental and social issues. It is yet another move against the ability of shareholders to fight for a salubrious environment, while seeking a healthy return.
28th Annual SRI Conference
First, a brief few words about the SRI Conference (#AllinForImpact), then I will dive into SLB 14I. I should have been attending these conferences for 28 years but they did not seem focused enough on governance issues. Over the years, governance and engagement have become more of an issue for them, while environmental and social issues have become more important to me… a happy convergence. Continue Reading →
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.
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:
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.
Index Providers Speak: Policy Process and Voting Rights
Index providers spoke at
#CIIFall2017 about how they develop their policies. Specifically, they discussed recent developments around voting rights.
Index Providers Represented
- Annalisa Barrett, Clinical Professor of Finance at the University of San Diego (Moderator)
- David Blitzer, Managing Director & Chairman of the Index Committee, S&P Dow Jones
- Pavlo Taranenko, Executive Director, Index Research, MSCI (standing in photo)
Richard Bookstaber: Human Complexity and the Financial Markets
Richard Bookstaber discusses value at risk modeling — easily the most illuminating talk at #CIIFall2017. It was certainly statistics aimed at the layperson. However, in listening to him, I was glad I completed by PhD comprehensive in statistics 35 years ago. I scribbled a few notes. Although I can’t guarantee accuracy, if I motivate a few fund managers to read his The End of Theory: Financial Crises, the Failure of Economics, and the Sweep of Human Interaction I will be delighted. Continue Reading →
Keynote Interview: William Hinman of the SEC
William Hinman, Director of the SEC’s Division of Corporation Finance, was interviewed by CII Co-Chair Gregory Smith, Executive Director, Colorado Public Employees Retirement Association at #CIIFall2017, I scribbled a few notes.
As you can well imagine for someone speaking from such a sensitive position, there were no bombshell announcements. However, it is certainly good to have a dialogue between CII members and the head of CorpFin. William Hinman did not disappoint. Continue Reading →
Public Companies Endangered Species: CII Panel
Are public companies an endangered species? If so, why? How can we solve that problem? At last week’s Council of Institutional Investors (CII) Fall Conference there as an informative panel discussion entitled Public Companies: An Endangered Species?
Panelists were David Brown, Michael Mauboussin, and Robert McCooey moderated by the always erudite and entertaining Frank Partnoy, one of the best facilitators in the corporate governance industry. Continue Reading →
The 50/50 Climate Project released their Key Climate Vote Survey 2017 (link) of votes by America’s largest investors. Those attending last week’s informative Fall Conference of the Council of Institutional Investors in San Diego found out about it and many other newsworthy items.
Key Climate Vote Survey 2017: Groundbreaking Season?
First-time approval of climate risk proposals at Exxon (XOM) and Occidental (OXY) represents a huge win. Victory was only possible because of a highly visible shift in voting by mainstream funds State Street, J.P. Morgan, as well as from BlackRock and Vanguard, which joined climate risk proponents for the first time.
However, do not get complacent. More effort to get mutual funds to address climate change is still needed. According to the 50/50 Climate Project representatives at CII, Vanguard backed only 15% of such proposals, while Blackrock voted for only 9% — despite both managers’ high-profile support of resolutions at ExxonMobil and Occidental. The cynic in me says votes may be more driven by the potential for adverse publicity, rather than potential impact on value, although the two are undoubtedly correlated. Compare to Vanguard’s Investment Stewardship 2017 Annual Report.
At Alphabet, Inc.’s most recent annual meeting on June 7, 2017, class A shareholders overwhelmingly supported a shareholder proposal asking company management to recapitalize the share structure so that each share has one vote. According to the proponents of the proposal, assuming that all outstanding class B shares were similarly voted, then up to 99.8% of class A shareholders supported the proposal. Of class B insider shares, if only executive officers and directors of the company are counted, then an estimated 88.7% of class A shareholders still supported this proposal. Continue Reading →
CalPERS and CalSTRS sponsored the California Diversity Forum in Sacramento (“America’s Most Diverse City”) on Wednesday, May 12, 2017, bringing together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. Diversity is both morally right and profitable. Narrowing the global gender gap would add $12 trillion in annual gross domestic product to global growth (McKinsey Global Institute).
What follows are my cryptic notes from the Diversity Forum. Sometimes they are just phrases I captured that may not mean so much out of context. Maybe it will be just enough to mark your calendar for next year’s Forum. More coverage at Part 1 and on Twitter at #CADiversityForum. I loved the fact that for once, I didn’t have to travel thousands of mile. Nice to have such an event in my own hometown.