Co-Organizers: Lucian Bebchuk, Stephen Davis, and Roberto Tallarita
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Abernathy MacGregor, Alexion, American Express, Bank of America, Boston Consulting Group, Broadridge, Brunswick Group, CFA Institute, Chevron, the Coca-Cola Company, Deloitte, Edelman, Edison International, Eli Lilly, Evercore, FTI Consulting, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Innisfree M&A Incorporated, Joele Frank, Kekst CNC, LabCorp, Lazard Freres, Marsh & McLennan Companies, Merck, Meridian Compensation Partners, Microsoft, Moelis & Company, Morgan Stanley, Nasdaq, Okapi Partners, PepsiCo, Pfizer, Phillips 66, PwC, Range Resources, Regions Financial, Russell Reynolds Associates, Semler Brossy, State Street Corporation, Synchrony Financial, Take-Two, Teneo, Third Point, Travelers, Veritas Executive Compensation Consultants, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Baker McKenzie, Cadwalader, Wickersham & Taft, Cleary Gottlieb, Cornerstone Research, Davis Polk, Debevoise & Plimpton, Fenwick & West, Fried Frank, Gibson Dunn, Jenner & Block, King & Spalding, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Morrison Foerster, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, Sullivan & Cromwell, Vinson & Elkins, White & Case, Wilson Sonsini Goodrich & Rosati, Winston & Strawn, and Young Conaway.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: AllianceBernstein, BlackRock, BNY Mellon, 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, Franklin Templeton Investments, Goldman Sachs Asset Management, JPMorgan Asset Management, Legal & General Investment Management America, MFS Investment Management, Norges Bank Investment Management, Northern Trust Asset Management, 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 Roundtable Advisory Council.
Agenda
List of Participants
Background Materials
Directions
Hotels
Contact Information
Agenda
November 5, 2019
Harvard Faculty Club
20 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
November 6, 2019
Harvard Law School
Wasserstein Hall – Milstein West AB (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:00–9:00 am | Registration and continental breakfast |
| 9:00–10:30 am | First morning session: Keynote session with Barbara Novick, Vice Chairman & Co-Founder, BlackRock |
| 10:30–10:45 am | Coffee break |
| 10:45–11:30 am | Second morning session |
| 11:30–11:45 am | Coffee break |
| 11:45 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 |
| 4:00–5:00 pm | Issuer-only meeting in Room 3015 and Mutual fund and pension fund-only meeting in Room 3016 |
Roundtable Discussion Topics
The Roundtable will focus on current issues in corporate governance. The Roundtable will begin with a keynote session on index fund stewardship with Ms. Barbara G. Novick, Vice Chairman & Co-Founder of BlackRock. Subsequently, depending on the interests of Roundtable participants, subjects that the Roundtable may discuss are: (i) current discussions of stakeholders and corporate purpose, including the recent statement of the Business Roundtable and the broader debate on corporate purpose and stakeholder interests; (ii) engagement between issuers and investors, including topics such as the 2020 proxy season, share buybacks, emerging consensus on governance arrangements, virtual meetings, and the SEC’s new guidance on proxy advisors; and (iii) compensation issues, including current compensation practices and proposals for aligning compensation with corporate purpose.
List of Participants
| Maryellen Andersen | Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge Financial Solutions |
| Lindsey Apple | Corporate Governance and Proxy Voting Manager, MFS Investment Management |
| Jonathan Bailey | Head of ESG Investing, Neuberger Berman |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Filip Bekjarovski | Portfolio Manager, NN Investment Partners |
| Rolin Bissell | Partner, Young Conaway |
| Maureen Bujno | Managing Director – Center for Board Effectiveness, Deloitte LLP |
| Ray Cameron | Head of Investment Stewardship – Americas, BlackRock |
| Alison Carter | Executive Director, U.S. Equities Investment Director and Corporate Governance Team, J.P. Morgan Asset Management |
| George Casey | Global Co-Managing Partner and Global Head of the Mergers & Acquisitions Group, Shearman & Sterling |
| Ellen Chiniara | Executive Vice President, Chief Legal Officer and Corporate Secretary, Alexion |
| Paul Choi | Partner and Co-Head of M&A Practice, Sidley Austin LLP |
| Eileen Cohen | Senior Counselor, Abernathy MacGregor |
| Wendy Cromwell | Vice Chair, Director, Sustainable Investment, Wellington Management |
| Arthur B. Crozier | Chairman, Innisfree M&A Incorporated |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Alisa Do | VP & Corporate Secretary, Edison International and Southern California Edison |
| Danielle Do | Senior Vice President, Chief Corporate & Securities Counsel, Synchrony Financial |
| Elissa Doyle | Chief Communications Officer and Head of ESG Engagement, Third Point LLC |
| Craig Durrant | Shareholder Advisory, Lazard |
| Tom Elliott | Assistant Vice President, Governance and Proxy Specialist, Capital Group |
| Daniel Emerson | Executive Vice President and Chief Legal Officer, Take-Two |
| Steven Epstein | Partner and Co-Head of M&A, Fried Frank |
| Matt Filosa | Managing Director, Teneo |
| Mary A. Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Jesse Fried | Dane Professor of Law, Harvard Law School |
| Marc Gerber | Partner, Skadden |
| Linda Giuliano | Senior Vice President and Head of Responsible Investment, AllianceBernstein |
| Frank Glassner | Chairman and CEO, Veritas Executive Compensation Consultants |
| Marc Goldstein | Head of U.S. Research, ISS |
| Mark Harnett | Senior Managing Director, Okapi Partners |
| Jessy Hayem | Senior Director, Relationship Investing, Equity Markets, CDPQ |
| Lori Hernando | Assistant General Counsel and Assistant Corporate Secretary, Pfizer |
| Scott Hirst | Associate Professor, Boston University School of Law |
| John Hoeppner | Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America |
| Ellen V. Holloman | Partner, Cadwalader, Wickersham & Taft LLP |
| Betty M. Huber | Counsel and Co-Head Corporate Governance Group, Davis Polk |
| Ross E. Jeffries, Jr. | Deputy General Counsel and Corporate Secretary, Bank of America |
| Jeffrey Katz | Partner, Ropes & Gray |
| Robert Katz | Partner, Latham & Watkins |
| Zach Kolkin | Vice President, Investor Relations, Goldman Sachs |
| Kathryn Kyle | Senior Vice President, Assistant Secretary, and General Counsel, LabCorp Diagnostics |
| James E. Langston | Partner, Cleary Gottlieb Steen & Hamilton LLP |
| Annette Leckie | Partner, Meridian Compensation Partners |
| Jackie Liu | Partner and Co-Chair, Global Corporate Department, Morrison Foerster |
| Paula Loop | Leader, Governance Insights Center, PwC |
| Christina Maguire | Managing Director, Proxy Voting & Governance Research, BNY Mellon |
| Matthew Mallow | Vice Chairman, BlackRock |
| Jessica Mann | CFA, Head of Stewardship, Wells Fargo Asset Management |
| Bronwen Mantlo | Vice President, Deputy General Counsel and Corporate Secretary, Eli Lilly |
| Craig Martin | Firm Chair and Partner, Jenner & Block |
| Shaun Mathew | Partner, Kirkland & Ellis |
| Stewart Mayhew | Vice President, Cornerstone Research |
| Debra McCormack | Managing Director – Center for Board Effectiveness, Deloitte LLP |
| Peter Michelsen | Head Activism and Shareholder Advisory of Americas, Goldman Sachs |
| Robbie Miles | ESG Analyst, Allianz Global Investors |
| Ted Moon | Executive Director, Moelis & Company |
| Erika Moore | AVP – Principal Associate General Counsel and Counsel to the Corporate Secretary, Nasdaq |
| Catherine Moyer | Vice President, Sr. Proxy Voting and Engagement Specialist, Northern Trust Asset Management |
| Sabastian V. Niles | Partner (Activism, M&A, Governance), Wachtell, Lipton, Rosen & Katz |
| Barbara Novick | Vice Chairman & Co-Founder, BlackRock |
| Christine O’Brien | Head of Investment Stewardship, Elliott Management |
| Lauren Odell | Partner and COO, Gladstone Place Partners |
| Rusty O’Kelley III | Global Leader Board Advisory and Effectiveness, Russell Reynolds Associates |
| Hans Op ‘t Veld | Head of Responsible Investment, PGGM |
| Ryan O’Toole | Lead Corporate Governance Analyst – Investment Proxy Research, Fidelity |
| Ruth Pachman | Partner and Co-head of Corporate Governance, Kekst CNC |
| Lenore Palladino | Assistant Professor of Economics & Public Policy, University of Massachusetts Amherst |
| Julie Pradel | Deputy General Counsel, Corporate, Phillips 66 |
| Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
| Mike Pressman | Assistant General Counsel, Microsoft |
| Peter Reali | Senior Director, Responsible Investing, Nuveen |
| William Regner | Partner, Debevoise & Plimpton |
| Gregory Rice | Partner & Director and Co-head of Shareholder Advisory & Activism, Boston Consulting Group |
| Geralyn Ritter | SVP, Corporate Secretary & Assistant General Counsel, Merck |
| K. Scott Roy | Senior Vice President, Range Resources |
| Kurt Schacht | Managing Director, Advocacy, CFA Institute |
| Joel Schneider | Deputy Head of Portfolio Management, North America, Dimensional Fund Advisors |
| David Segal | Portfolio Manager, Franklin Templeton Investments |
| Gordon Seymour | Special Counsel for Public Policy, Glass Lewis |
| Vidish J. Shah | Mergers & Acquisitions – Shareholder Activism and Corporate Defense, Morgan Stanley |
| Wendy Skjerven | Vice President, Corporate Secretary and Group General Counsel, Travelers |
| Shannon Stanley | Managing Director and Senior Counsel, State Street Corporation |
| Lisa Stimmell | Partner, Wilson Sonsini Goodrich & Rosati |
| Darla Stuckey | President & CEO, Society for Corporate Governance |
| Roberto Tallarita | Associate Director and Research Fellow, Harvard Law School Program on Corporate Governance |
| Chad Tendler | EVP Financial Communications & Capital Markets, Edelman |
| Rosa Testani | Partner, Akin Gump |
| Peter Tomczak | Partner, Baker McKenzie |
| Marc Treviño | Partner, Sullivan & Cromwell |
| Ed Trissel | Partner, Joele Frank |
| Joanna Valentine | Special Counsel – Corporate Practice Group, Cadwalader, Wickersham & Taft LLP |
| Steven J. Williams | Partner, Paul, Weiss |
| Catherine Winner | Vice President & Head of Stewardship, Fundamental Equity, Goldman Sachs Asset Management |
| Tiffany Wooley | Chief Counsel, Executive Compensation & Governance and Assistant Corporate Secretary, Marsh & McLennan Companies |
| Lori Zyskowski | Partner, Gibson Dunn |
Background Materials
I. Index Fund Stewardship: Keynote Session with
BlackRock Vice Chairman & Co-Founder Barbara Novick
A. BlackRock’s Perspective
- Purpose & Profit, BlackRock, Jan. 2019
- BlackRock Investment Stewardship Engagement Priorities for 2019, BlackRock, Jan. 2019
- Proxy Voting Outcomes: By the Numbers, BlackRock, Jul. 2019
- Executive Compensation: The Role of Public Company Shareholders, BlackRock, Jul. 2019
- Shareholders are Dispersed and Diverse, BlackRock, Jul. 2019
- Diversified Portfolios Do Not Reduce Competition, BlackRock, Aug. 2019
B. Other Perspectives
- 2019 Proxy Letter—Aligning Corporate Culture with Long-Term Strategy, State Street Global Advisors, Jan. 2019
- What We Do. How We Do It. Why It Matters: Vanguard’s Investment Stewardship Commentary, Vanguard, May 2019
- Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy, Lucian Bebchuk and Scott Hirst, Nov. 2018
- Passive Investors, Jill E. Fisch, Assaf Hamdani & Steven Davidoff Solomon, Jul. 2018
- Why Isn’t Your Mutual Fund Sticking Up for You?, Leo E. Strine, Jr., Aug. 2019
II. Stakeholders and Corporate Purpose
The Business Roundtable Statement:
- Statement on the Purpose of a Corporation, Business Roundtable, Aug. 2019
Practical Implications and Legal Constraints:
- Legal Implications of The Business Roundtable Statement on Corporate Purpose, Davis Polk & Wardwell LLP, Aug. 2019
- Stakeholder Governance—Some Legal Points, Wachtell, Lipton, Rosen & Katz, Sep. 2019
- Putting to Rest the Debate Between CSR and Current Corporate Law, Skadden, Arps, Slate, Meagher & Flom LLP, Sep. 2019
The Policy Debate on Stakeholders and Corporate Purpose:
- So Long to Shareholder Primacy, Cooley LLP, Aug. 2019
- Stakeholder Governance and the Fiduciary Duties of Directors, Wachtell, Lipton, Rosen & Katz, Aug. 2019
- Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable, Nell Minow, Sep. 2019
- Toward Fair and Sustainable Capitalism, Leo E. Strine, Jr., Oct 2019
III. Engagement Between Issuers and Investors
A. Toward the 2020 Proxy Season
- 2019 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals, Sullivan & Cromwell LLP, Jul. 2019 [selected pages]
- 2019 Proxy Season Recap and 2020 Trends to Watch, ICR Inc., Sep. 2019 [selected pages]
- 2020 Proxy and Annual Report Season: Time to Get Ready—Already, Mayer Brown LLP, Oct. 2019
- Proxy Access and Leverage, Cooley LLP, Oct. 2019
B. Share Buybacks
- Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors, Lenore Palladino, Oct. 2019
- Examining Corporate Priorities: The Impact of Stock Buybacks on Workers, Communities and Investors, Jesse Fried, Oct. 2019
- Petition for Rulemaking to Revise Rule 10b-18, AFL-CIO, Jul. 2019
- Share Buybacks Under Fire, Jones Day, May 2019
- Limit Corporate Stock Buybacks, Senators Chuck Schumer and Bernie Sanders, Feb. 2019
- Letter on Stock Buybacks and Insiders’ Cashouts, SEC Commissioner Robert J. Jackson, Jr., Mar. 2019
- A Capitalist’s Solution to the Problem of Excessive Buybacks, Nell Minow, Feb. 2019
C. Emerging Consensus?
- An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration, May 2018
- Open Letter: Commonsense Corporate Governance Principles 2.0, Sard Verbinnen & Co, Oct. 2018
- Commonsense Principles 2.0: A Blueprint for U.S. Corporate Governance?, Weil, Gotshal & Manges LLP, Oct. 2018
D. Virtual Meetings
- Virtual Shareholder Meetings in the U.S., Institutional Shareholder Services, Oct. 2019
- 2019 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals, Sullivan Cromwell, Jul. 2019 [selected pages]
E. SEC’s New Guidance on Proxy Advisors
- SEC’s New Guidance on Proxy Voting Responsibilities, Fenwick & West LLP, Sep. 2019
- Statement Regarding Proxy Voting and Proxy Voting Advice, SEC Commissioner Elad L. Roisman, Aug. 2019
- Institutional Investors’ Proxy Voting Responsibilities and Use of Proxy Advisory Firms, Wachtell, Lipton, Rosen & Katz, Aug. 2019
IV. Compensation Issues
A. Current Compensation Practices
- 2019 Proxy Season Recap and 2020 Trends to Watch, ICR Inc., Sep. 2019 [selected pages]
- The Test of Time: Adapting to a New Era of Executive Compensation, Equilar, Jul. 2019
- Ten Years of Say-on-Pay Data, Pearl Meyer, Jun. 2019
- 2019 U.S. Executive Compensation Trends, Institutional Shareholder Services, Apr. 2019
- Seven Venial Sins of Executive Compensation, Institutional Investor Services, May 2019
B. Compensation and Corporate Purpose
- Stakeholder Capitalism and Executive Compensation, Willis Towers Watson, Oct. 2019
- A Stakeholder Approach and Executive Compensation, Semler Brossy Consulting Group, LLC, Oct. 2019
- Compensation Committees and ESG, Willis Towers Watson, Aug. 2019
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, November 5, will take place at the Harvard Faculty Club, located at 20 Quincy Street in Cambridge. The conference on Wednesday, November 6, 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, November 5
Tuesday, November 5, 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 02138 |
Hotels
Below is the information for recommended hotels in the Cambridge area. The Charles Hotel and the Sheraton Commander are within walking distance of the law school, but please note that the Hyatt Regency Cambridge and the Hotel Marlowe would require a taxi to the law school.
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]
