Co-Organizers: Lucian Bebchuk, Stephen Davis, and Roberto Tallarita
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of: Abbott Laboratories, American Express, BNY Mellon, Booking Holdings, Broadridge, Brunswick Group, Chevron, the Coca-Cola Company, Comcast, CVS Health, Edison International, Eli Lilly, Emerson, Evercore, Freeport-McMoRan, FTI Consulting, FW Cook, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Joele Frank, Kekst CNC, McDonald’s Corporation, Merck, Microsoft, Morgan Stanley, PepsiCo, Phillips 66, Prudential Financial, PwC, Russell Reynolds Associates, Semler Brossy, State Street Corporation, Teneo, and Third Point.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Baker McKenzie, Cadwalader, Wickersham & Taft, Cleary Gottlieb, Cooley, Davis Polk, Debevoise & Plimpton, Fenwick & West, Freshfields, Fried Frank, Glass Lewis, Innisfree M&A Incorporated, Institutional Shareholder Services, Jenner & Block, King & Spalding, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Milbank, Morrison Foerster, Nasdaq, Okapi Partners, Orrick, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, Standard Industries, Sullivan & Cromwell, White & Case, Willkie Farr & Gallagher, and Wilson Sonsini.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: AllianceBernstein, BlackRock, BNP Paribas Asset Management, BNY Mellon, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Capital Group, CDPQ, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Franklin Templeton, Goldman Sachs Asset Management, JPMorgan Asset Management, Legal & General Investment Management America, Morgan Stanley Investment Management, Neuberger Berman, New York State Common Retirement Fund, Norges Bank Investment Management, Northern Trust Asset Management, Nuveen, Office of New York City Comptroller, Ontario Teachers’ Pension Plan, State Board of Administration of Florida, State Street Global Advisors, 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
March 14, 2023
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
March 15, 2023
Harvard Law School
Wasserstein Hall – Room 2012 (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 |
|
12:40–1:50 pm |
Lunch |
|
1:50–2:45 pm |
First afternoon session |
|
2:45–3:05 pm |
Coffee break |
|
3:05-4:00 pm |
Final session |
|
4:00–5:00 pm |
Closing reception |
Roundtable Discussion Topics
The Roundtable will focus on current issues in corporate governance. Depending on the interests of Roundtable participants, topics that the Roundtable may discuss are: (i) current expectations and investor priorities for the 2023 proxy season; (ii) recent development in engagement and institutional arrangements, such as universal proxy, advance notice bylaws, pass-through voting, and officers’ liability; (iii) trends in executive compensation; and (iv) developments in the ESG debate and practices.
List of Participants
| Sarfraz Ahmed | Analyst, Morgan Stanley |
| Maryellen Andersen | Corporate Governance Officer, Broadridge Financial Solutions |
| Chris H. Anderson | Associate Vice President – Leader of Corporate Securities and Assistant Secretary, Eli Lilly and Company |
| Barbara Berlin | Managing Director, Governance Insights Center, PwC |
| Lucian A. Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Monique A. Cenac | Assistant General Counsel & Corporate Secretary, Freeport-McMoRan Inc. |
| Ning Chiu | Partner, Davis Polk & Wardwell LLP |
| Will Collins-Dean | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Arthur B. Crozier | Chairman, Innisfree M&A Incorporated |
| Stephen Davis | Senior Fellow, Program on Corporate Governance, Harvard Law School |
| Alisa Do | VP & Corporate Secretary, Edison International and Southern California Edison |
| Amy Doherty | Vice President and Counsel, Corporate Governance, State Street Corporation |
| Jonathan Doorley | Partner, Brunswick Group |
| Elissa Doyle | Chief Communications Officer and Head of ESG Engagement, Third Point LLC |
| Sebastian Fain | Partner, Freshfields Bruckhaus Deringer LLP |
| Holly Fetter | Vice President, State Street Global Advisors |
| Jeremy Fielding | Co-Chief Executive Officer, Partner, Kekst CNC |
| Mary Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Jason Frankl | Senior Managing Director and Practice Leader for Activism and M&A Solutions, FTI Consulting |
| Tom Fraser | Partner, Ropes & Gray LLP |
| John Galloway | Principal, Investment Stewardship – Office of the General Counsel, The Vanguard Group, Inc. |
| Michael Garland | Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller |
| Marc S. Gerber | Partner, Skadden, Arps, Slate, Meagher & Flom LLP and affiliates |
| Marc Goldstein | Managing Director, Head of U.S. Research, Institutional Shareholder Services |
| Kelly Grez | Corporate Secretary, Merck |
| Keir Gumbs | Chief Legal Officer, Broadridge Financial Solutions |
| Alexandra Higgins | Managing Director, Okapi Partners LLC |
| Adam Kanzer | Head of Stewardship, Americas, BNP Paribas Asset Management |
| Thomas Kennedy | VP, Corporate Legal, Gilead Sciences |
| James Killerlane | Corporate Secretary, Managing Director and Deputy General Counsel, BNY Mellon |
| Caitlin Kobialka | VP, Corporate Counsel, and Assistant Corporate Secretary, Booking Holdings Inc. |
| Jason Koenig | Partner, Akin Gump Strauss Hauer & Feld LLP |
| Katerina Kousoula | Senior Legal Counsel for Corporate and Securities, Apple |
| Nishesh Kumar | Managing Director, J.P. Morgan Chase |
| James E. Langston | Partner, Cleary Gottlieb Steen & Hamilton LLP |
| Diana Lee | Director of Corporate Governance & Engagement, AllianceBernstein |
| Edward C. Lee | Managing Senior Counsel, CVS Health |
| Steve Lippman | Director, ESG Engagement, Microsoft |
| Matt Lum | Principal, FW Cook |
| Christina Maguire | President & CEO, Society for Corporate Governance |
| Bob Marese | President, MacKenzie Partners, Inc. |
| Charlie Mathes | Partner, Simpson Thacher & Bartlett LLP |
| Shaun J. Mathew | Partner, Kirkland & Ellis LLP |
| Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
| Michael McCauley | Senior Officer – Investment Programs & Governance, Florida State Board of Administration (SBA) |
| Caitlin McSherry | Director of Investment Stewardship, Neuberger Berman |
| Theresa Molloy | Vice President, Corporate Governance, Prudential Financial |
| Erika Moore | Vice President, Deputy General Counsel and Corporate Secretary, Nasdaq |
| Elizabeth Morgan | Partner, King & Spalding LLP |
| Roger Morscheiser | Partner, Shearman & Sterling LLP |
| Andrew J. Noreuil | Partner, Mayer Brown LLP |
| Trevor Norwitz | Partner, Wachtell, Lipton, Rosen & Katz |
| Christine O’Brien | Head of Investment Stewardship, Elliott Investment Management |
| Dan Odom | Audit & Assurance Partner, Deloitte & Touche LLP |
| Zach Oleksiuk | Managing Director, Evercore |
| Iliana Ongun | Partner, Milbank LLP |
| Ryan O’Toole | Director of Investment Proxy Research, Fidelity Investments |
| Jessica Paik | Divisional Vice President, Associate General Counsel, and Assistant Secretary, Abbott Laboratories |
| Tessie Petion | Director, Head of ESG Engagement, Amazon |
| Beth Piskorowski | COO, Sustainable Investment, Wellington Management |
| Jeffrey Pochowicz | Vice President – Associate General Counsel (Corp, Securities & Governance) and Assistant Secretary, McDonald’s Corporation |
| Sean Quinn | Managing Director, Teneo |
| Peter Reali | Managing Director, Head of Stewardship, Responsible Investing, Nuveen |
| Philip Richter | Partner, Co-Head of M&A, Fried, Frank, Harris, Shriver & Jacobson LLP |
| Luciana Rivera | VP, Lead Manager Proxy Voting & Governance, BNY Mellon |
| John Roe | Managing Director, Head of Investment Stewardship, Americas, BlackRock |
| Peter Rosenbaum | Partner, Jenner & Block LLP |
| Michelle Rutta | Partner, White & Case LLP |
| Beth Sasfai | Partner, Cooley LLP |
| Doug Schnell | Partner, Wilson Sonsini Goodrich & Rosati |
| Catherine Simard | Senior Director – Sustainable Investing, CDPQ |
| Aman Singh | Partner, Fenwick & West LLP |
| Neesa Patel Sood | Partner, Willkie Farr & Gallagher LLP |
| John Sperino | Vice President, Governance & Securities & Assistant Secretary, Emerson |
| Tara J. Stacy | Director of Investment Stewardship, Colorado Public Employees’ Retirement Association |
| Vanessa Sutherland | EVP, Government Affairs, General Counsel & Corporate Secretary, Phillips 66 |
| Roberto Tallarita | Lecturer on Law and Associate Director of the Program on Corporate Governance, Harvard Law School |
| Cyrus Taraporevala | Former CEO, State Street Global Advisors; Independent Board member of Shell and Bridgepoint Group plc. |
| John Treiber | Chief Risk Officer, Deloitte & Touche LLP |
| Marc R. Treviño | Partner, Sullivan & Cromwell LLP |
| Austin Vanbastelaer | Principal, Semler Brossy |
| Albert Vanderlaan | Partner, Orrick, Herrington & Sutcliffe LLP |
| Sara M. von Althann | Counsel, Sidley Austin LLP |
| Liz Wideman | Senior Vice President, Senior Deputy General Counsel & Assistant Secretary, Comcast Corporation |
| Timothy Youmans | Executive Director of Engagement, Calvert Research and Management |
Background Materials
I. Engagement in the 2023 Season
A. The 2023 Proxy Season: Current Expectations
- Preparing for the 2023 Proxy Season, Morrison Foerster LLP, January 2023
- Factors That Will Impact Proxy Season 2023 Broadridge, February 2023
B. The 2023 Proxy Season: Investor Priorities
- 2022 Investor Voting Report Georgeson, February 2023
- How Have the Top U.S. Asset Managers Voted in 2022? Morningstar, February 2023
- Investment Stewardship Global Principles 2023 BlackRock, January 2023
- Proxy voting policy for U.S. portfolio companies Vanguard, February 2023
- Making It Plain: SSGA Asset Stewardship Approach, State Street Global Advisors, October 2022
II. Developments in Engagement and Legal and Institutional Arrangements
A. Universal Proxy
- Preparing for the 2023 Proxy Season in the Era of Universal Proxy, Wachtell Lipton Rosen & Katz, November 2022
- Universal Proxy Creates New Type of Proxy Fight, FTI Consulting, November 2022
- (Much Too Early) Observations on the Universal Proxy Card, Schulte, Rothe, & Zabel, February 2023
- An Auspicious Start for Universal Proxy, The Activist Investor, March 2023
- The Universal Proxy: An Early Look, Broadridge, February 2023
- Musings and Questions about the Universal Proxy Card, Innisfree M&A, Inc., March 2023
B. Advance nomination bylaws
- Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws, Olshan, Frome, & Wolosky, November 2022
- Bylaw Amendments, Shareholder Activism, and Flying Close to the Sun, Sidley Austin, November 2022
- Delaware Courts Provide Guidance on Incumbent Board Enforcement of Advance Notice Bylaws, Skadden, January 2023
C. The state of pass-through voting
- Outlook for Activism in 2023, Cleary Gottlieb Steen & Hamilton LLP, February 2023
- Factors That Will Impact Proxy Season 2023, Broadridge, February 2023
D. Officers’ Liability
- Exculpation of Personal Liability Expanded to Include Certain Corporate Officers, Skadden, Arps, Slate, Meagher & Flom LLP, December 2022
- Corporate Officers, Not Just Directors, Can Be Liable for Duty of Oversight Violations, Simpson Thacher & Bartlett LLP, February 2023
- To Exculpate, or Not to Exculpate: Is It Even a Question?, Freshfields Bruckhaus Deringer LLP, March 2023
III. Compensation
A. Compensation in the 2023 proxy season
- Compensation Season 2023, Wachtell Lipton Rosen & Katz, January 2023
- Executive Compensation Considerations in the 2023 Reporting Season, Skadden, Arps, Slate, Meagher & Flom LLP, December 2022
B. ESG-Based Compensation
- Linking Executive Compensation to ESG Performance, The Conference Board, November 2022
- ESG and Incentive Compensation Plans: Are Investors Satisfied?, Shearman & Sterling, December 2022
IV. ESG
A. The Backlash against ESG
- Update on ESG, Stakeholder Governance, and Corporate Purpose, Wachtell Lipton Rosen & Katz, January 2023
- The Flaw in Anti-ESG Logic: Financial Interests of Companies Like Meta Don’t Always Align with Those of Its Shareholders, Shareholder Commons, December 2022
- The Liability Trap: Why the ALEC Anti-ESG Bills Create a Legal Quagmire for Fiduciaries Connected with Public Pensions, Berger, Webber, Young, February 2023
- The ESG Fiduciary Gap, Strive Asset Management, October 2022
- Fiduciary Duties of Public Pension Systems and Registered Investment Advisors, Strive Asset Management, March 2023
- ESG Battlegrounds: How the States Are Shaping the Regulatory Landscape in the U.S., Simpson Thacher & Bartlett LLP, March 2023
B. Race equity audits
- Shareholder Voting Trends (2018-2022), The Conference Board, November 2022
- DEI Initiatives under Attack by Activists, Orrick. Herrington, & Sutcliffe, October 2022
- Glass Lewis 2023 Policies Guidelines – ESG Initiatives, Glass Lewis, November 2022
C. Carbon emissions and Climate Board accountability
- ISS Issues Benchmark Policy Updates for 2023, Cooley LLP, December 2022
- Glass Lewis 2023 Policies Guidelines – ESG Initiatives, Glass Lewis, November 2022
D. Human Capital Management disclosure
- Prioritizing Human Capital — Modern Challenges and the Board’s Role, Deloitte, January 2023
- The Top 15 Anticipated ESG-Related Considerations That Will Influence Strategy in 2023, Pickering, December 2022
E. EU final ESG reporting rules
- ESG: EU Regulatory Change and Its Implications, BNY Mellon, February 2023
- EU Finalizes ESG Reporting Rules with International Impacts, Sullivan & Cromwell, January 2023
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, March 14, will take place at the Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, March 15, 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, March 14
Tuesday, March 14, we will hold a reception and dinner at the Loeb House, 17 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.
| Loeb House 17 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]
