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.



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.

↑ Back to top

Background Materials

Board Compostion

Board Composition Generally

Director Tenure and Age, and Board Refreshment

Board Diversity

Board Leadership

Current Governance Topics

Proxy Access and Conflicting Proposals

Shareholder Proposals

Shareholder Engagement

Bylaws Amendments

Proxy Advisors

Corporate Governance in Spinoffs

↑ Back to top