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.
Diversity Forum: The Corporate Perspective
CalPERS and CalSTRS sponsored a diversity forum in Sacramento on Wednesday, May 12, 2017. The goal of the Diversity Forum was to bring together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. While I think diversity should be adopted simply because it is morally right, often economics speaks volumes in the finance community. The McKinsey Global Institute estimates that narrowing the global gender gap could add US $12 trillion in annual gross domestic product to global growth.
The Forum focused on:
- Recent research
- Developing and implementing positive, solutions-oriented initiatives and real world best practices
- Insight and experience of industry leaders
Silicon Valley companies continue to be the leading target for “activism, short-termism and corporate governance.” Directors of some Silicon Valley companies believe these activists are too short-term focused, while some institutional investors believe the activists create value for all shareholders.
Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA), was recently hosted at the John L. Weinberg Center for Corporate Governance at the University of Delaware.
According to the Weinberg Center, SSGA is a recognized leader in corporate governance. Ron O’Hanley gave an inspiring talk as part of the Center’s 2017 Corporate Governance Symposium. Mr. O’Hanley discussed SSGA’s focus on effective, independent board leadership and his recent call on boards to consider ESG impacts on long-term value creation. Continue Reading →
Companies, and in particular boards, can no longer rely on ad hoc interaction with proxy advisory firms to “check the box” on stockholder engagement on governance issues. This SVDX/Rock Center panel addressed the evolving landscape of stockholder communications in light of increased profiles of institutional governance departments. What are best practices for board and company engagement with stockholders? How can the company proactively think about topics of particular attention, such as proxy access, board diversity and tenure, exclusive forum bylaws, director nominations/elections and executive compensation?
Directors Forum 2017 met in San Diego just 2 days into the Trump Administration. It was anyone’s guess what would happen to Dodd Frank, regulations, tax code, healthcare, etc. We heard from political affairs experts. Closing in on three months later, you be the judge. They had good insights but there is much to come. This is Part 6 and the last of my coverage of @, which was billed as Directors, Management, & Shareholders in Dialogue. I hope to see you at the next Forum in 2018. Continue Reading →
Are we paying CEOs too much? Is the Pope Catholic? (That’s my own bad joke, not from the panelists.)
Executive compensation is front and center on the minds of shareholders, regulators—and politicians. What IS pay? What IS performance? What are the right time frames for measuring performance? And what to do about the perception that pay is not tied to performance?
I was less interested in our “perception” that pay is not tied to performance and more interested in the reality, where such discrepancies exist.
Are We Paying CEOs Too Much? is Part 5 of my coverage of the Corporate Directors Forum 2017 in San Diego @, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2, Part 3 and Part 4. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting.Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show. Continue Reading →
Even in Washington, the numbers are impressive. The Council of Institutional Investors, who met in Washington DC this week, represents 23 trillion (with a t) dollars, mostly made up of retirement and other savings of working families. Compare that to the entire budget of the US government, less than two trillion a year. Like most industry group meetings in Washington, this one had presentations on what to expect from Congress and the regulatory agencies and how millennials will change the way the members do business, plus snack breaks and wireless sponsored by firms trying to sell products and services to the attendees. But the a two and a half day session featured repeated agenda topics on climate change and what are called ESG issues, suggesting that pension funds may step in where governments have failed. Continue Reading →
Evolving Ways of Shareholder Engagement is Part 4 of my coverage of the Corporate Directors Forum 2017 in San Diego @, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2 and Part 3. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting. Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show.
“Evolving Ways of Shareholder Engagement (because they can’t take most of your calls…)”
Continue Reading →
Can We Really Govern for the Long-Term vs the Quarterly Fixation? This is Part 3 of my coverage of Directors Forum 2017 in San Diego, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. See Part I and Part 2. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations that were interesting to me. Photos from the professional photographer at Directors Forum 2017 Photo Slide Show.
Boardroom Issues of the Future is Part 2 of my coverage of Directors Forum 2017 in San Diego, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. See Part I. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations that were interesting to me. Sorry for the poor photo quality. I find it difficult to get good color in front of a lighted screen. Photos from the professional photographer at Directors Forum 2017 Photo Slide Show. Continue Reading →
There is a Chinese proverb that says He who knows he has enough is rich; but the modern Western version of the saying seems to be: One never has enough; I deserve more; or There is always someone who has more.
Over the last years, we have built a system of incentives and motives so powerful that it overwhelmed values. Ethics is the resistance of values under pressure. But there is a breaking point. Enough pressure will grind values down. Heroes and saints do what they think is right whatever the costs and consequences for them. Most mortals, mes semblables, mes frères, dirait Baudelaire, are suspended in webs of motives and meanings they themselves have spun. We must understand how we have come to spin this web and learn to spin a new one. Continue Reading →
Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also be the center of attention at Directors Forum 2017.
I know what those in my immediate circles in Sacramento are saying. Clinton got 58% of the vote to Trump’s 34%. My news silos are much the same. At Directors Forum 2017 were directors and managers from companies, large and medium (the focus is rarely on small companies, although the Forum does better than most). Investors representing trillions of dollars in assets were in the room and on stage. What was the speculation on Trump and his impact on what we do? Continue Reading →
Tone at the Bottom: Governance Lessons from Wells Fargo
That was the advertised title for the program co-sponsored by the Rock Center for Corporate Governance and the Silicon Valley Directors Exchange. (Sign up to be on the SVDX mailing list.) After the program, I am still not convinced the real governance lesson from Wells Fargo (ticker: WFC) is not more about lack of oversight from the top, rather than the tone at the bottom.
It was another great panel of corporate governance, legal, and public relations experts for the deep dive into what went wrong. As usual, it was Chatham House Rule, so I’m mostly providing a little more background and some commentary on the presentations. I am sure others drew different conclusions than I did. The panel focused on issues ranging from public disclosure requirements, whistleblower policies and mechanics, compensation policies (including the board’s use of claw-back provisions), company policies regulating employee conduct, and the negative publicity suffered by the bank. Here were some of the advertised questions:
What happens when you have a well-meaning and talented board and a CEO who was regarded within the industry as one of the best managers with a stellar reputation? Was it inevitable that the CEO would be forced to step down by an outraged Congress and populist sentiment? What governance lessons from Wells Fargo are applicable to the non-banking industry, with special attention to Silicon Valley-based tech companies?
What better way to bring in the new year than to get advice from Nell Minow, the Queen of Good Corporate Governance, especially with the Trump Administration about to begin? In the talk below, Minow addresses an audience sponsored by the Center for Study of Responsive Law, which held its second four-day conference on securing long-overdue democratic solutions in Washington, D.C. from September 26-28, 2016.
In her brief talk, Nell Minow offers several simple strategies for retail shareholders on how we can impact corporate boards. Ready to roll up your sleeves but need some help? I highly recommend two practical guides:
- The Shareholder Action Guide by Andrew Behar
- Shareowner Action Handbook by James McRitchie, an ongoing work in progress (slow progress)
#ICGN16, the annual meeting of the International Corporate Governance Network, was held in San Francisco, June 27-29. #ICGN16 was the hashtag for tweeting at the meeting, so check Twitter for additional posts to #ICGN16. This post is a continuation of a few rough notes from the conference. Read Part 1, Part 2, Part 3 and Part 4 of #ICGN16. Continue Reading →