Comments for Corporate Governance & Leadership Wire http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog Sun, 17 Mar 2013 02:13:45 +0000 hourly 1 http://wordpress.org/?v=3.2.1 Comment on New in Stanford Closer Look Series: Where Experts Get It Wrong: Independence vs. Leadership in Corporate Governance by DJ http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3985#comment-6439 DJ Sun, 17 Mar 2013 02:13:45 +0000 http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3985#comment-6439   Thanks for this! We’ve been building an ed resource at http://UniversityWebinars.org too. Bringing together some of the best speech & lecture videos from top universities for use for higher ed faculty, staff, and students. It’s a good free resource for courses, learning, or professional development. Feel free to share or blog it if you find it useful.   -DJ http://InnovationLearning.org  
Thanks for this! We’ve been building an ed resource at http://UniversityWebinars.org too. Bringing together some of the best speech & lecture videos from top universities for use for higher ed faculty, staff, and students. It’s a good free resource for courses, learning, or professional development. Feel free to share or blog it if you find it useful.
 
-DJ
http://InnovationLearning.org

]]> Comment on New in Stanford Closer Look Series: “And then a Miracle Happens!: How Do Proxy Advisory Firms Develop Their Voting Recommendations? by James McRitchie http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3973#comment-6429 James McRitchie Sat, 02 Mar 2013 02:15:39 +0000 http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3973#comment-6429 It isn't a miracle. Proxy advisors survey their customers, primarily institutional investors on what their voting policies should be. Then they adopt a consensus of those opinions for the proxy season. It is really very simple. It also explains why their customers so often vote with the recommendations of their proxy advisors. If companies are so dissatisfied with the proxy advice given by ISS and Glass Lewis, they should run contests. They could put up the money to fund more substantial research than the ISS/Glass Lewis subscription model allows. Contestants would pay an entry fee (to weed out the quacks) and make their proxy analysis available to all shareowners. The contestants could be current proxy advisor firms, hedge funds, financial analysts, etc. Prizes would be substantially more than the few thousand dollars current proxy advisors spend researching each firm, so advice should be much better. Shareowners would then vote an item on the proxy that allocates corporate funds (and entry fees) to contestants that provided the best analysis. See the proposal I submitted to Costco <a href="http://www.linkedin.com/redirect?url=http%3A%2F%2Fcorpgov%2Enet%2F2012%2F08%2Fcostco-proxy-advisor-contest-proposed%2F&urlhash=0VI1&_t=tracking_disc" rel="nofollow">http://corpgov.net/2012/08/costco-proxy-advisor-contest-proposed/</a> based on a template designed by Mark Latham. We modified our template to address the SEC's no-action letter on the Costco proposal and then submitted it to Amazon. See <a href="http://www.linkedin.com/redirect?url=http%3A%2F%2Fwww%2Evotermedia%2Eorg%2Fproposals%2F20121129-AMZN-ProxyAdvisor%2Epdf&urlhash=b4D0&_t=tracking_disc" rel="nofollow">http://www.votermedia.org/proposals/20121129-AMZN-ProxyAdvisor.pdf</a> If companies don't like the current model, they should embrace this alternative. It isn't a miracle. Proxy advisors survey their customers, primarily institutional investors on what their voting policies should be. Then they adopt a consensus of those opinions for the proxy season. It is really very simple. It also explains why their customers so often vote with the recommendations of their proxy advisors.

If companies are so dissatisfied with the proxy advice given by ISS and Glass Lewis, they should run contests. They could put up the money to fund more substantial research than the ISS/Glass Lewis subscription model allows. Contestants would pay an entry fee (to weed out the quacks) and make their proxy analysis available to all shareowners. The contestants could be current proxy advisor firms, hedge funds, financial analysts, etc. Prizes would be substantially more than the few thousand dollars current proxy advisors spend researching each firm, so advice should be much better. Shareowners would then vote an item on the proxy that allocates corporate funds (and entry fees) to contestants that provided the best analysis.

See the proposal I submitted to Costco http://corpgov.net/2012/08/costco-proxy-advisor-contest-proposed/ based on a template designed by Mark Latham. We modified our template to address the SEC's no-action letter on the Costco proposal and then submitted it to Amazon. See http://www.votermedia.org/proposals/20121129-AMZN-ProxyAdvisor.pdf

If companies don't like the current model, they should embrace this alternative.

]]> Comment on Governance as an Extension of Culture by guest blogger Susan Singer, SCPM by Bob Vanourek http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3471#comment-4637 Bob Vanourek Sun, 20 May 2012 17:39:18 +0000 http://www.stanford.edu/group/gsb_corpgov/cgi-bin/blog/?p=3471#comment-4637 Outstanding article. Thank you for saying it so well. We define culture as simply "how we do things here." Culture is the legacy of leadership, and a culture of character is the legacy of what we call triple crown leadership: the effort to build excellent, ethical, and enduring organizations. Boards must understand and embrace their responsibility as stewards to build, nurture, and protect this culture of character. Too few boards do so today, but we agree that the tide is shifting. It may take some years but the board of the twety-first century enterprise must understand that their governance is, indeed, an extension of the culture. It's not enough to just have a tone at the top. The tone must come from the top and pervade the enterprise. Jack Krol and Ed Breen established such a pervasive tone when they assumed leadership at Tyco after the Koslowski scandals. Culture may not be the strategy literally. But culture sets the behaviors for creating and implementing the strategy, so the board must define the culture desired, recruit and promote executives to defend that culture, and monitor the enterprise's actual cultural without micromanaging. A tough job but doable.   Outstanding article. Thank you for saying it so well. We define culture as simply "how we do things here." Culture is the legacy of leadership, and a culture of character is the legacy of what we call triple crown leadership: the effort to build excellent, ethical, and enduring organizations. Boards must understand and embrace their responsibility as stewards to build, nurture, and protect this culture of character. Too few boards do so today, but we agree that the tide is shifting. It may take some years but the board of the twety-first century enterprise must understand that their governance is, indeed, an extension of the culture. It's not enough to just have a tone at the top. The tone must come from the top and pervade the enterprise. Jack Krol and Ed Breen established such a pervasive tone when they assumed leadership at Tyco after the Koslowski scandals. Culture may not be the strategy literally. But culture sets the behaviors for creating and implementing the strategy, so the board must define the culture desired, recruit and promote executives to defend that culture, and monitor the enterprise's actual cultural without micromanaging. A tough job but doable.  

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