Archive for May, 2010

Closer Look Series – Berkshire Hathaway: The Role of Trust in Governance

Friday, May 28th, 2010

Closer Look Series: Topics, Issues and Controversies in Corporate Governance, No. CGRP-02 (Professor David F. Larcker and Brian Tayan, MBA ’03, Date: 5-28-2010)

Despite being one of the largest corporations in the world, Berkshire Hathaway receives relatively little public attention for its management and governance structure. Berkshire Hathaway is built on a model that involves extreme centralization of capital allocation decisions within corporate headquarters and extreme decentralization of operating decisions within individual business units.

While many public corporations implement strict controls and oversight mechanisms to ensure management performance and regulatory compliance, Berkshire has moved in the opposite direction. Managers receive practically no supervision for their actions and are given complete autonomy to run their businesses.

We explore how this system works and why it is an important exception to the best practices advocated by governance experts.

Related Teaching Case:
The Management of Berkshire Hathaway; Case Number: CG-16; Publication Year: 2009 (SSRN)

Closer Look Series – RiskMetrics: The Uninvited Guest at the Equity Table

Monday, May 17th, 2010

Closer Look Series: Topics, Issues and Controversies in Corporate Governance, No. CGRP-1, By David F. Larcker, James Irvin Miller Professor of Accounting, Director of Stanford Graduate School of Business Corporate Governance Research Program And Brian Tayan,  Stanford GSB casewriter and MBA ’03 Date: 05-17-2010

RiskMetrics: The Uninvited Guest at the Equity Table (PDF)

In recent years, RiskMetrics Governance Services (RMG) has played an influential role in the proxy voting process. According to some estimates, a recommendation by RMG can sway a proxy vote by 15 to 20 percent.

Several companies are highly critical of RMG and the methodology it uses to inform its recommendations—particularly as they relate to equity-based compensation plans. RMG believes that its methodology is both rigorous and objective.

We take a closer look and highlight some key issues and reasons for concern.

CFOs on the Board

Friday, May 7th, 2010

CFOs on the Board
(Commentary by Brian Tayan, MBA ’03, Date: 5-7-2010)

Sources:
Should CFOs Serve on Their Own Boards? CFO.com, 5-6-2010

Bedard, Jean C., Hoitash, Rani and Hoitash, Udi, Chief Financial Officers on Their Company’s Board of Directors: An Examination of Financial Reporting Quality and Entrenchment (April 14, 2010). Available at SSRN: http://ssrn.com/abstract=1589653.

A recent article on CFO.com asks whether it is beneficial or detrimental for companies to allow the CFO to sit on the board of directors.

The article references an academic study which provides evidence to support both sides of the argument. On the one hand, the study finds that companies that include the CFO on the board have higher earnings quality. This shows up along all three measures studied: frequency of financial restatements, material weaknesses in internal controls, and abnormal accruals to prop up earnings. This suggests that insiders can use their expertise to improve governance quality. On the other hand, the study finds that CFOs on the board receive significantly higher compensation and have much lower turnover than CFOs not on the board. These are typically seen as negative as they tend to indicate management entrenchment.

What is fascinating about this article is that it gets to issues that are really central to the entire debate on governance. On one side are those who contend that insiders bring serious agency problems. That is, they believe that insiders use their position of influence for self gain. Insiders co-opt the board, make uneconomic acquisitions to increase their own power, and take risks with shareholder money to inflate their own compensation. There is, of course, significant evidence that this occurs.

The other side of the debate believes that while insiders act in their own self interest, they do not necessarily do so by compromising the interests of the corporation. That is, they believe that managers can balance their personal interests with their duties to increase shareholder and stakeholder value. They may influence boardroom composition, engage in hostile acquisitions, and jockey for larger pay, but they will not necessarily do so recklessly. There is evidence to support this claim, too.

  • We would guess that the way an individual reacts to an article like the one cited above says a lot about which camp they naturally fall in. It is important to recognize, however, that no matter what the reaction, and no matter what the belief, the best way to answer these questions is not through a preconception of what is true, but through reasoned discussion and a dispassionate review of the evidence. Even if the evidence is conflicting. When is the last time you saw that in the debate on governance?

Rock Center Video: Proxy Access Forum, May 6, 2010

Thursday, May 6th, 2010
Speaker Video Time
Anne Sheehan We are very supportive of proxy access (5:20)
Abe Friedman Right to access is critical for shareholders (3:51)
Joe Grundfest In the proxy access debate, I’m a strong agnostic (4:39)
Frank Currie On proxy access (4:00)

The Rock Center for Corporate Governance hosted a panel discussion with SEC Commissioner Troy A. Paredes and relevant constituencies on May 6, 2010 to discuss the SEC’s proxy access proposal and how the new landscape will play out at different levels including at the SEC, in federal vs. state law, and among activist shareholders, institutional shareholders and corporations.

The Panel included:

• Professor Joseph A. Grundfest, Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University;
•  The Hon. Troy A. Paredes, Commissioner of the U.S. Securities and Exchange Commission;
•  Francis S. Currie, Partner, Davis Polk & Wardwell LLP;
•  Abe M. Friedman, Global Head of Corporate Governance and Responsible Investment, BlackRock, Inc.; and
• Anne Sheehan, Director of Corporate Governance, California State Teachers’ Retirement System

PhD Students Honor David Larcker with the 2010 Distinguished Service Award

Saturday, May 1st, 2010

STANFORD GRADUATE SCHOOL OF BUSINESS — Citing his approachability, excellent teaching skills, and tireless efforts to instill a sense of community, David Larcker was honored with the 2010 Faculty Distinguished Service Award, bestowed by PhD students at the Stanford Graduate School of Business.

“What defines Dave as an exceptional professor is not what you see when you first meet him, but when you get to know him, when you work with him, when you confide in him, and when you learn from him,” said Eric So, one of three doctoral students who introduced Larcker at a May 17 ceremony.

Larcker is the James Irvin Miller Professor of Accounting, although those who meet him for the first time would never guess he’s an accountant — “Perhaps a football coach or a motorcycle repairman,” So said, eliciting chuckles and nods from assembled guests in acknowledgement of Larcker’s athletic appearance and well-known love of motorcycles.

“Dave is an excellent teacher, and possesses the ability to transform nuance and complex ideas into smaller digestible building blocks, which together form the foundation for a vigorous, holistic approach to learning,” So said, quoting a nomination from one of his classmates.

“His door is always open,” said PhD student Gaizka Ormazabal, “You can go there and talk about anything, tell about crazy research ideas you have, and he’ll listen. You can send him email over the weekend and amazingly he replies — over the weekend.” Just as important, “He’s all about fun. He knows that to be productive you have to have fun also in your work.”

Suhas Sridharan said when she was an incoming student, people advised her to talk to other students who could show her the ropes in the program. “Every single accounting student I talked to said to talk to Dave. He’s the coolest professor, and he’s really great to work with,” she said. In addition to his friendliness and willingness to listen, “He pushes you to look outside the traditional parameters of what is accounting. When I took a class with Dave in the winter we read sociology and psychology and talked about ways to apply that to more traditional accounting ideas. I think that’s unique and really important to PhD students to not be confined in their thinking.”

The PhD Faculty Distinguished Service Award, now in its 12th year, recognizes the faculty member who has contributed to the PhD community in a way that has significantly enhanced students’ intellectual and professional development, such as exceptional teaching, exceptional advising, significant curriculum development, and other activities that contribute positively to the PhD experience. “That’s the formal definition. But the formal definition doesn’t come close to doing justice to the role. That’s why it’s called a ‘service’ award rather than a ‘teaching’ award,” said Garth Saloner, Phillip H. Knight Professor and Dean of the Stanford Graduate School of Business. “The role of the PhD faculty member is to help a young scholar make the transition from student to peer.”

Larcker’s research interests focus on executive compensation, corporate governance, managerial accounting, and applied econometrics. He is director of the Corporate Governance Research Program and codirector of the Directors’ Consortium Executive Program at the business school; he also co-directs the multidisciplinary Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford.

Prior to coming to Stanford GSB in 2005, Larcker was the Ernst & Young Professor of Accounting at Wharton for two decades. He also served on the faculty at Kellogg School of Management at Northwestern University. He received his PhD in business from the University of Kansas, and his BS and MS in engineering from the University of Missouri-Rolla.

“David is dedicated to excellence, but he also really cares — both about institutions and about people,” said Dean Saloner, “and it is that, ultimately, that makes him a great PhD advisor, mentor, and coach.”

– Helen K. Chang