2015 Roundtable on Corporate Governance
March 17–18, 2015
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Society of Corporate Secretaries and Governance Professionals, Aetna, Allstate, Broadridge, CFA Institute, Chevron, Coca-Cola, ConocoPhillips, Deloitte, EMC, EY, Fenwick & West, Innisfree M&A, JPMorgan Chase, Lazard, Lockheed Martin, Merck, Monsanto, Nasdaq, Olshan Frome Wolosky, PepsiCo, Phillips66, Prudential Financial, PwC, State Street Corporation, Trian Fund Management, and UnitedHealth. The Harvard Roundtable on Corporate Governance is also grateful for the support of the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.
The Program on Corporate Governance wishes to thank its supporting organizations: Cleary Gottlieb, Cooley, Corporation Service Company, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher & Bartlett, Skadden, Vinson & Elkins, and White & Case.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, Generation Investment Management, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State, Ontario Teachers’ Pension Plan, State Street Global Advisors, TIAA-CREF, UAW Retirement Medical Benefits Trust, Universities Superannuation Scheme, and Vanguard.
Agenda
March 17, 2015
Loeb House, 17 Quincy Street
6:45–7:30 pm | Reception |
7:30 pm | Dinner |
March 18, 2015
Wasserstein Hall, 1585 Massachusetts Avenue, Milstein West
8:15–9:00 am | Registration and continental breakfast |
9:00–10:25 am | First morning session |
10:25–10:50 am | Coffee break |
10:50–12:10 pm | Second morning session |
12:10–1:15 pm | Buffet lunch |
1:15–2:40 pm | First afternoon session |
2:40–3:05 pm | Coffee break |
3:05–4:30 pm | Final session |
4:30–5:30 pm | Closing reception |
Roundtable Discussion Topics
The Roundtable sessions will focus on board composition and leadership, and other current issues in corporate governance. The Roundtable will begin with discussion of board composition and leadership issues. Depending on the interest of participants, issues that may be discussed include director tenure and age, board refreshment, board diversity, board leadership and board evaluation. The Roundtable will then move to a discussion of current issues in corporate governance, including those likely to arise in the upcoming proxy season. Depending on the interest of participants, issues that may be discussed include proxy access and conflicting shareholder proposals, shareholder proposals more generally, shareholder engagement, bylaw amendments (such as exclusive forum, arbitration and fee-shifting bylaws), proxy advisors, and corporate governance of spin-off corporations.
Background Materials
Board Compostion
Board Composition Generally
- Board Practices Report (extract), Deloitte & Society of Corporate Secretaries and Governance Professionals, 2014
- Taking a Fresh Look at Board Composition, PriceWaterhouseCoopers LLP, September 2013
Director Tenure and Age, and Board Refreshment
- Boardroom Refreshment: A Review of Trends at U.S. Firms, ISS, January 2015
- Renewed Focus on Corporate Director Tenure, Wachtell, Lipton, Rosen & Katz, May 2014
- Board Refreshment and Director Succession in Investee Companies, State Street Global Advisors, May 2014
Board Diversity
- Diversity on Corporate Boards: How Much Difference Does “Difference” Make?, Deborah L. Rhode and Amanda K. Packel, January 2015
- Gender Diversity at Silicon Valley Public Companies, Fenwick & West LLP, January 2015
- Women on US Boards: What Are we Seeing?, EY Center for Board Matters, February 2015
Board Leadership
- Survey of Board Leadership 2014, KornFerry, August 2014
- ISS Proposes New Approach to Independent Chair Shareholder Proposals, ISS, October 2014
Current Governance Topics
Proxy Access and Conflicting Proposals
- Proxy Access in the US, CFA Institute, October 2014
- Proxy Access – A Decision Framework, Davis Polk & Wardwell, March 2015
- 2015 Benchmark US Proxy Voting Policies FAQ, ISS, February 2015
Shareholder Proposals
- Federal Preemption of State Corporate Governance, Daniel M. Gallagher, March 2014
- A Report on Corporate Governance and Shareholder Activism (executive summary), Manhattan Institute, 2014
- 2014 Corporate Governance Review, Georgeson, October 2014
- Insurgents Denied Access to Early Vote Tallies, Morrison & Foerster, July 2013
- Incentive Alignment Through Performance-Focused Shareholder Proposals on Management Compensation, Steve Fortin et al., May 2014
Shareholder Engagement
- Directors Should Communicate with Shareholders, Sodali, October 2014
- NACD Investor Perspectives: Critical Issues for Board Focus in 2015, National Association of Corporate Directors, February 2015
Bylaws Amendments
- The Elusive Promise of Reducing Shareholder Litigation Through Corporate Bylaws, Sidley Austin, June 2014
- Advantages of Board Actions on a “Clear Day”, Kirkland & Ellis, November 2014
- Delaware (Again) Proposes Sledgehammering Fee-Shifting Bylaws, DLA Piper, March 2015
- Forum-Selection Bylaws Refracted Through an Agency Lens, Deborah A. DeMott, January 2015
Proxy Advisors
- Outsized Power & Influence: The Role of Proxy Advisers, Daniel M. Gallagher, September 2014
- Important Proxy Advisor Developments, Wachtell, Lipton, Rosen & Katz, September 2014
- Influence of Public Opinion on Investor Voting and Proxy Advisors, Reena Aggarwal, Isil Erel and Laura Starks, September 2014
- Proxy Advisory Firms and Corporate Governance Practices: One Size Does Not Fit All, Chapman and Cutler, June 2014
Corporate Governance in Spinoffs
- Governance Issues in Spin-Off Transactions, Gibson Dunn & Crutcher, February 2015