October 9-10, 2018
Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, Scott Hirst, and Roberto Tallarita
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Abernathy MacGregor, the AES Corporation, Agility Executive Search, American Express, Assurant, Bank of America, Broadridge, Brunswick Group, CFA Institute, the Coca-Cola Company, Coherent Economics, ConocoPhillips, Deloitte, Edelman, Edison International, Eli Lilly, Evercore, FTI Consulting, FW Cook, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Innisfree M&A Incorporated, Intel, Joele Frank, JPMorgan Chase, LabCorp, Lazard Freres, Marsh and McLennan Companies, Merck, Meridian Compensation Partners, Microsoft, Morgan Stanley, Nasdaq, Okapi Partners, Pay Governance, PepsiCo, Pfizer, Prudential Financial, PwC, Range Resources, State Street Corporation, Strategic Governance Advisors, Synchrony Financial, Teneo, Travelers, Visa, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Cadwalader, Wickersham & Taft, Cleary Gottlieb, Cornerstone Research, Davis Polk, Debevoise & Plimpton, Fenwick & West, Fried Frank, Gibson Dunn, Jenner & Block, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, Sullivan & Cromwell, Vinson & Elkins, White & Case, Wilson Sonsini Goodrich & Rosati, and Winston & Strawn.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, Caisse de Dépôt et Placement du Québec, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity Investments, Franklin Templeton Investments, Goldman Sachs Asset Management, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, Northern Trust, Nuveen, Ontario Teachers’ Pension Plan, PGGM Investments, State Board of Administration of Florida, State Street Global Advisors, USS Investment Management, Vanguard, and Wellington Management.
Finally, the Program on Corporate Governance and the Program on Institutional Investors would like to thank the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.
Agenda
List of Participants
Background Materials
Directions
Hotels
Contact Information
Agenda
October 9, 2018
Harvard Faculty Club
20 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
October 10, 2018
Harvard Law School
Wasserstein Hall, Milstein West (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:00–9:00 am | Registration and continental breakfast |
| 9:00–10:00 am | First morning session |
| 10:00–10:20 am | Coffee break |
| 10:20 -11:20 am | Second morning session |
| 11:20–11:40 am | Coffee break |
| 11:40 am–12:40 pm | Third morning session |
| 12:40–1:40 pm | Lunch |
| 1:40–2:35 pm | First afternoon session |
| 2:35–2:55 pm | Coffee break |
| 2:55–3:50 pm | Final session |
| 3:50–5:00 pm | Closing reception |
| 4:00–5:00 pm | Issuer-only meeting in Room 3007 and Mutual fund and pension fund-only meeting in Room 3036 |
Roundtable Discussion Topics
The Roundtable will begin with a discussion of current regulatory proposals and issues, such as those regarding quarterly reporting, proxy advisors, federalization of corporate law, share buybacks, proxy process reform, and mandatory arbitration. The Roundtable will proceed to a discussion of managing crisis and overseeing corporate culture. The discussion will then move to current issues in executive and director pay; topics that may be considered are executive pay level and structure, pay ratio, director compensation, gender pay disparity, and 2018 proxy season votes on pay. Finally, depending on the interests of participants, the Roundtable may proceed to discussions of 2018 season environmental and social activism and/or current issues regarding investor stewardship.
List of Participants
| Andrew Alin | Partner, Cadwalader, Wickersham & Taft |
| Maryellen Andersen | Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge Financial Solutions |
| Lindsey Apple | Senior Corporate Governance Analyst, MFS Investment Management |
| Anthony Augliera | Deputy General Counsel & Corporate Secretary, Wells Fargo |
| Scott Bauguess | Deputy Chief Economist and Deputy Director, Division of Economic and Risk Analysis, SEC |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Michael Cappucci | Senior Vice President – Compliance and Responsible Investing, Harvard Management Company |
| Gale Chang | Associate General Counsel & SVP, Bank of America |
| Paul Choi | Partner and Co-Head of M&A Practice, Sidley Austin |
| Joan Conley | Senior Vice President and Corporate Secretary, Nasdaq, Inc. |
| Chris Couvelier | Director, Shareholder Advisory, Lazard Freres |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Deb DeHaas | Vice Chairman and National Managing Partner, Center for Board Effectiveness, Deloitte |
| Brian Denney | Senior Strategist, Investment Stewardship, Vanguard |
| Matthew DiGuiseppe | VP, Head of Americas Stewardship, State Street Global Advisors |
| Danielle Do | Senior Vice President, Chief Corporate & Securities Counsel, Synchrony Financial |
| Jonathan Doorley | Partner, Brunswick Group |
| Christopher Drewry | Partner, Latham & Watkins |
| Patricia Figueroa | Senior Vice President, Gladstone Place Partners |
| Matt Filosa | Managing Director, Teneo |
| Bradley Finkelstein | Partner, Wilson Sonsini Goodrich & Rosati |
| Sandra L. Flow | Partner, Cleary Gottlieb |
| Peggy Foran | Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial |
| Joele Frank | Managing Partner, Joele Frank |
| Jason Frankl | Senior Managing Director and Practice Leader for Activism and M&A Solutions, FTI Consulting |
| Paul Freedman | SVP & General Counsel, The AES Corporation |
| Edward Gehl | Director, Corporate Governance, Fidelity Investments |
| Marc Gerber | Partner, Skadden |
| Susie Giordano | Corporate Vice President and Corporate Secretary, Intel |
| Sam Glasscock III | Vice Chancellor, Delaware Court of Chancery |
| Jane Goldstein | Partner, Ropes & Gray |
| Marc Goldstein | Head of U.S. Research, ISS |
| Joseph Gromacki | Partner and Chair, Corporate Practice, Jenner & Block |
| Harald Halbhuber | Partner, Shearman & Sterling |
| Jessy Hayem | Director, Relationship Investing, Equity Markets, CDPQ |
| Laurie Hays | Managing Director for Special Situations, Edelman |
| Lori Hernando | Assistant General Counsel and Assistant Corporate Secretary, Pfizer |
| Alexandra Higgins | Managing Director, Okapi Partners |
| John Hoeppner | Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America |
| Ellen Holloman | Partner, Cadwalader, Wickersham & Taft |
| Tom Johnson | Chief Executive Officer, Abernathy MacGregor |
| Kobi Kastiel | Senior Fellow and Lecturer on Law, Harvard Law School Program on Corporate Governance |
| Nishesh Kumar | Managing Director, J.P. Morgan Asset Management |
| Shawn Lampron | Partner, Fenwick & West |
| Patricia Lenkov | Founder & President, Agility Executive Search |
| Paula Loop | Leader, Governance Insights Center, PricewaterhouseCoopers |
| Scott Luftglass | Partner, Fried Frank |
| Marian Macindoe | Director – Proxy Voting & Governance, Charles Schwab Investment Management |
| Christina Maguire | Managing Director, Proxy Voting & Governance Research, BNY Mellon |
| Kara Mangone | Managing Director, Investor Relations, Goldman Sachs |
| Bronwen Mantlo | Vice President, Deputy General Counsel and Corporate Secretary, Eli Lilly |
| Bob Marese | Managing Director, MacKenzie Partners |
| Aeisha Mastagni | Portfolio Manager, California State Teachers’ Retirement System |
| Barbara Mathews | Vice President, Associate General Counsel, Chief Governance Officer & Corporate Secretary, Edison International |
| Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
| Debra McCormack | Managing Director – Center for Board Effectiveness, Deloitte |
| Larry Miller | Managing Director, Innisfree M&A |
| Cynthia Nastanski | Senior Vice President, Corporate Law and Deputy Corporate Secretary, PepsiCo |
| Sabastian V. Niles | Partner (Activism, M&A, Governance), Wachtell, Lipton, Rosen & Katz |
| Zach Oleksiuk | Managing Director, Evercore |
| Matthew Orsagh | Director of Capital Markets Policy, CFA Institute |
| Sandra Pace | Partner, Pay Governance |
| George Paulin | Chairman, FW Cook |
| Michael Powers | Managing Partner, Meridian Compensation Partners |
| Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
| Mike Pressman | Assistant General Counsel, Microsoft |
| Peter Reali | Senior Director, Responsible Investing, Nuveen |
| Brandon Rees | Deputy Director, Corporations and Capital Markets, AFL-CIO |
| Geralyn Ritter | SVP, Corporate Secretary & Assistant General Counsel, Merck |
| Jeffrey Rosen | Partner, Debevoise & Plimpton |
| Christina Roupas | Partner, Winston & Strawn |
| K. Scott Roy | Senior Vice President, Range Resources |
| Joel Schneider | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Linda E. Scott | Managing Director, Associate Corporate Secretary, JPMorgan Chase |
| David Segal | Portfolio Manager, Franklin Templeton Investments |
| Vidish J. Shah | Mergers & Acquisitions – Shareholder Activism and Corporate Defense, Morgan Stanley |
| Michael Shavel | Assistant Vice President and ESG Analyst, Wellington Management |
| Anne Simpson | Investment Director, Global Governance, California Public Employees’ Retirement System |
| Wendy Skjerven | Vice President, Corporate Secretary and Group General Counsel, Travelers |
| Marissa Song | Associate General Counsel, Gilead Sciences |
| Geoffrey Sorbello | Manager of Strategic Equities, Elliott Management |
| Darla Stuckey | President & CEO, Society for Corporate Governance |
| Guhan Subramanian | Joseph H. Flom Professor of Law and Business, Harvard Law School and Douglas Weaver Professor of Business Law, Harvard Business School |
| Roberto Tallarita | Associate Director and Research Fellow, Harvard Law School Program on Corporate Governance |
| Michael Towle | Senior Research Analyst, Northern Trust Asset Management |
| Marc Treviño | Partner, Sullivan & Cromwell |
| Laurel Van Allen | Senior Vice President, Coherent Economics |
| Sandra van der Vaart | SVP and Deputy Chief Legal Officer, LabCorp |
| Peter da Silva Vint | Vice President, BlackRock |
| Bradley Vitou | Vice President, Strategic Governance Advisors |
| Catherine Winner | Vice President & Head of Stewardship, Fundamental Equity, Goldman Sachs Asset Management |
| Mariana Wisk | Vice President, Corporate Counsel, and Assistant Secretary, Assurant |
| Daniel Wolf | Partner, Kirkland & Ellis |
| Tiffany Wooley | Chief Counsel, Executive Compensation & Governance and Assistant Corporate Secretary, Marsh & McLennan Companies |
| Mary Ytterberg | Counsel, General Corporate & Securities and Assistant Corporate Secretary, ConocoPhillips |
| Dan Zimmerman | Senior Counsel, Akin Gump |
| Lori Zyskowski | Partner, Gibson Dunn |
Background Materials
I. Current Regulatory Proposals
A. Abolishing Quarterly Reporting
- Would a Shift to Semiannual Reporting Really Affect Short-Termism?, Cooley LLP, Sep. 2018
- Keep Quarterly Reporting, Robert Pozen & Mark Roe, Aug. 2018
B. The Regulation of Proxy Advisors
- The Regulation of Proxy Advisors, Willis Towers Watson, Aug. 2018
- The Conflicted Role of Proxy Advisors, American Council for Capital Formation, May 2018
- Corporate Governance Oversight and Proxy Advisory Firms, Capital Policy Analytics, Sep. 2018
- ISS Senate Hearing Statement, Gary Retelny, July 2018
- Regulating Proxy Advisors is Anticompetitive, Counterproductive, and Possibly Unconstitutional, Nell Minow, Mar. 2018
- SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms, Olshan Frome Wolosky LLP, Sep. 2018
- Glass Lewis Response To SEC Statement Regarding Staff Proxy Advisory Letters, Glass Lewis, Sep. 2018
C. Federal Incorporation
- U.S. Senator Elizabeth Warren, EHF18429: the Accountable Capitalism Act, The Senate of the United States, Aug. 15, 2018 [selected pages]
- Will Warren’s Accountable Capitalism Act Help? The Answer is No, Governance Solutions Group, Sep. 2018 [selected pages]
- Further to the Warren Bill, The New Paradigm and a Better Way, Martin Lipton, Aug. 2018
D. Share Buybacks
- Trump and Warren Are Both Wrong, Jesse Fried, Sep. 2018
- Stock Buyouts and Corporate Cashouts, SEC Commissioner, Robert Jackson, Mar. 2018
- Taking Stock: Share Buybacks and Shareholder Value, MSCI, Aug. 2018 [selected pages]
E. Proxy Process Reform
- Statement Announcing SEC Staff Roundtable on the Proxy Process, SEC Chairman Jay Clayton, July 2018
- Legislative Threat to Shareholder Rights, Glass, Lewis & Co., June 2018
- The Universal Proxy Gains Traction: Lessons from the 2018 Proxy Season, MacKenzie Partners, Sep. 2018
F. Mandatory Arbitration
- The SEC and Mandatory Shareholder Arbitration, Cooley LLP, Feb. 2018
- The Legality of Mandatory Arbitration Bylaws, Allen & Overy LLP, Sep. 2018
- Mandatory Arbitration: An Illusory Remedy for Public Company Shareholders, Rick A. Fleming (SEC), Feb. 2018
- State Treasurers’ Opposition Against Forced Arbitration or Class Action Waivers in Shareholder Agreements, Rhode Island State Treasurer, July 2018
II. Managing Crisis and Overseeing Culture
- Board Lessons: Succeeding with Investors in a Crisis, CamberView, June 2018
- Caremark and Reputational Risk Through #MeToo Glasses, Cleary Gottlieb Steen & Hamilton LLP, June 2018
- Observations on Culture at Financial Institutions and the SEC, SEC Chairman Jay Clayton, June 2018
- Federal Reserve Takes Severe and Unprecedented Action Against Wells Fargo: Implications for Directors of All Public Companies, Wachtell, Lipton, Rosen & Katz, Feb. 2018
III. Executive Compensation and Director Pay
A. Executive Pay Levels
- CEO Pay Trends, Equilar Inc., Sep. 2018
- Growth in CEO Pay Since 1990, McCarter & English, Sep. 2018
- Effects of Executive Pay Levels on Say on Pay, Semler Brossy Consulting Group, LLC, July 2018
B. Executive Pay Structures
- Executive Pay at Public Corporations After Code §162(m) Changes, McCarter & English, April 2018
- Elon Musk Compensation, McCarter & English LLP, May 2018
- Performance Awards and Say on Pay, Equilar, August 2018
C. Pay Ratio
- What Does the CEO Pay Ratio Data Say About Pay?, Exequity LLP, Sep. 2018
D. Director Compensation
- The Search for Meaningful Director Compensation Limits, Willis Towers Watson, Sept. 2018
E. Gender Pay Disparity
- Dissecting C-Suite Gender Pay Disparity, Equilar, Aug. 2018
F. 2018 Proxy Season Votes on Executive Pay
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, Jul. 2018 [selected pages]
IV. 2018 Season E&S Activism
A. ESG Proposals
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, Jul. 2018 [selected pages]
- Political, Social, and Environmental Shareholder Resolutions: Do they Create or Destroy Shareholder Value?, Compass Lexecon, June 2018
B. ESG Metrics and Disclosures
- ISS QualityScore: Environmental and Social Metrics, Davis Polk & Wardwell LLP, Feb. 2018
- Materiality Matters: Targeting the ESG Issues that Impact Performance, Russell Investments, May 2018
- Ratings that Don’t Rate: The Subjective World of ESG Ratings Agencies, American Counsel for Capital Formation, Aug. 2018
C. The DOL Guidance
- The Impact of DOL Guidance on ESG-Focused Plans, Davis Polk, May 2018
D. Exclusion of “Ordinary Business” Proposals
- Analysis of SEC Ruling on Apple Shareholder Proposal, Cleary Gottlieb Steen & Hamilton LLP, Jan. 2018
- Impact of SEC Guidance on Shareholder Proposals in the 2018 Proxy Season, Skadden, July 2018
E. Activists and Socially Responsible Investing
- Letter from JANA Partners & CalSTRS to Apple, Inc., Anne Sheehan, California State Teachers’ Retirement System, Jan. 2018
- Activists and Socially Responsible Investing, Finsbury LLC, Jan. 2018
V. Investment Stewardship
- Update on The New Paradigm: The Evolution of Stewardship Principles, Martin Lipton, June 2018
- An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration, May 2018
- How To Avoid Bungling Off-Cycle Engagements with Stockholders, Cleary Gottlieb Steen & Hamilton LLP, June 2018
Directions
Below we have provided maps from the nearby hotels to the location of the conference at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square.
Dinner on Tuesday, October 9, will take place at the Harvard Faculty Club, located at 20 Quincy Street in Cambridge. The conference on Wednesday, October 10, will be held at Harvard Law School, Wasserstein Hall (second floor), 1585 Massachusetts Avenue, Cambridge, MA 02138.
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The Charles Hotel 1 Bennett Street Cambridge, MA 02138 |
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Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138 |
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Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139 |
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Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141 |
Directions to the Pre-Conference Dinner on Tuesday, October 9
Tuesday, October 9, we will hold a reception and dinner at the Harvard Faculty Club, 20 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.
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Harvard Faculty Club 20 Quincy Street Cambridge, MA |
Hotels
The Charles Hotel: charleshotel.com
Sheraton Commander: sheratoncommander.com
Hyatt Regency Cambridge: cambridge.hyatt.com/en/hotel/home.html
Hotel Marlowe: hotelmarlowe.com
Contact Information
For more information please contact Kat Linnehan, Administrative Director, at:
Office (617) 495-8254
[email protected]
