2016 Roundtable on Corporate Governance

March 15–16, 2016


Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138

Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst

Supported bydeloitte-logo

In addition to Deloitte, the Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, Aon Hewitt, Broadridge, Camberview, CFA Institute, Coca-Cola, Edelman, EMC Corporation, Evercore, Goldman Sachs, Hermes Investment Management, Innisfree, JPMorgan Chase, Joele Frank, Lazard, Lockheed Martin, McDonald’s Corporation, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Olshan Frome Wolosky, PepsiCo, Phillips 66, Prudential Financial, PwC, Russell Reynolds Associates, Sard Verbinnen, Société Générale, State Street Corporation, Teneo, Trian Fund Management, Tyco, United Health, Visa, and Willis Towers Watson.

The Program on Corporate Governance wishes to thank its supporting organizations: Cadwalader, Cleary Gottlieb, 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, Sullivan & Cromwell, Vinson & Elkins, and White & Case.

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, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, TIAA, USS Investment Management, and Vanguard.

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

Background Materials

Agenda

March 15, 2016
Loeb House, 17 Quincy Street, Cambridge, MA 02138 

6:45–7:30 pm Reception
7:30 pm Dinner

March 16, 2016
Wasserstein Hall, Room 2009 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138 

8:15–9:00 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
11:40–12:40 pm Third morning session
12:40–1:40 pm Buffet lunch
1:40–2:40 pm First afternoon session
2:40–3:00 pm Coffee break
3:00–4:00 pm Final session
4:00–5:00 pm Closing reception

Roundtable Discussion Topics

The Roundtable sessions will focus on current issues in corporate governance, including those likely to arise in the upcoming proxy season. The Roundtable will begin with a discussion of board election arrangements; depending on the interest of participants, issues that may be discussed include proxy access, majority voting, and universal ballot. The discussion will then move to consider shareholder rights to participate in corporate decision-making; issues that may be discussed  include poison pills, rights to call a special meeting, and rights to submit shareholder proposals. The Roundtable will then move to a discussion of issues related to board composition and leadership, as well as engagement between directors and shareholders; depending on the interest of participants, issues that may be discussed include board diversity and refreshment, and the separation of chairman and CEO. The discussion will subsequently move to consider issues related to political spending and social responsibility resolutions and, to the extent that time permits, share buybacks and shareholder involvement in capital allocation matters.

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Background Materials

A consolidated PDF of these materials is available here.

A. The Preceding Proxy Season

B. Director Election Arrangements

Proxy Access

Universal Ballots

Majority Voting

C. Division of Power between Shareholders and Boards

Poison Pills

Rights to Call Special Meetings & Advance Notice Bylaws

The 14A-8 Debate

D. Board Composition

Board Refreshment and Tenure

Board Diversity

Separation of Chairman and CEO

E. Engagement

F. Political Spending Resolutions

G. Social Responsibility Resolutions

H. The Debate on Buybacks, Capital Allocation and Short-Termism

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