Boardroom Governance with Evan Epstein

(1:50) - Start of interview(2:23) - Sukhinder's "origin story"(2:58) - Her start in Silicon Valley in 1997. She characterizes her career as "always building".Junglee - Amazon ('98-99)Yodlee ('99-'03)Google ('03-'09)Accel-Polyvore ('10)Joyus ('11-'17)TheBoardlist ('15-present)Stubhub ('18-'20)(6:50) -  Her boardroom experience (J Crew Group, StichFix, TripAdvisor, Ericsson, Urban Outfitters, Upstart...). "Your job is one of influence, and one of bringing specialization - in my case I brought e-commerce and digital [to my first board]." "Boardrooms are increasingly open to the idea of non-CEO specialists - allowing the possibility to bring more modern and diverse skill-sets into the boardroom."(9:35) - The boardroom diversity problem, and why she founded TheBoardlist in 2015.Bring more equity to the table.Bring all the talent to boardrooms.(11:50) - Why diversity is a bigger problem in private (venture-backed) companies than in public companies.(13:40) - The evolution of TheBoardlist since 2015. Started as a crowdsourced list of people who could serve on boards, first tapping a group of 30 executives/founders/entrepreneurs such as Reid Hoffman, Michael Dearing and Joanne Bradford - resulting in 600 names added in an excel spreadsheet and a very simple website. Today TheBoardlist has about 17,000-18,000 members, divided in the following categories:Nominated director candidates.NominatorsCompanies that are searching for board members.(16:29) - Since then, there have been ~2,000 board searches in TheBoardList.  There has been a 4x increase in board searches since the MeToo and BLM cultural crisis. 75% of board searches are for private companies, 25% for public companies. Within the private companies: equally divided between early, mid and late stage. It's a "discovery platform" (curated list with recommended board candidates) it's not a "placement platform."(19:09) - Her take on the evolution of venture-backed company boards (and independent directors). "Often the independent board seat goes unfilled after the Series A or B."(22:28) - Choosing between a private and public company board position. "People want the experience they don't have in their day job." (board allows not only to contribute, but also to learn). Her advice to founders: "Often, you might be able rent unto the board the experience you can't afford to hire yet as a day job." You can craft a board seat for 1 or 2 years.(26:06) - Attracting more experienced directors to startup boards (as chairs or lead independent directors). Distinction with coaches. CEO reviews. "Every team needs a coach."(31:24) - Her take on SB-826 and AB-979 (California board diversity laws). "SB-826 has moved the needle." "Tokenism is about how you treat somebody once they get there."(35:25) - "The one thing that we need and that is missing is a conversation about board terms." Board Refreshment is critical for board diversity.(36:27) - Her take on dual-class share structures and other control structures.(39:46) - Her take on the shareholder primacy vs stakeholder debate. "Customer activism and employee activism are real and enduring trends."(43:41) - Her take on shareholder activism. Conflict between short term results vs long term strategy. "Directors need more courage than ever before." "You need to be both hopeful and paranoid as a director (and willing to put in the work) to help create a company with that bifocal lens."As a board member, you have to be really attuned to this issue because  there are proven financial returns to activists.It forces companies to confront issues that they would otherwise not confront in a reasonable time frame.(47:17) - Her favorite books:Good to Great, by Jim Collins (2001)Strategy Beyond the Hockey Stick, McKinsey & Company (2018)The Seat of the Soul, by Gary Zukav (1989)(48:48) - Her mentors (her dad was her absolute mentor). Group of mentors in Silicon Valley including founders of Junglee, Omid Kordestani (Google), different board members.(50:49) - Her favorite quote: "You don't know if you don't try"(51:00) - Her "unusual habit": shopping, knitting.(51:38) - The living person she most admires: her Sikh spiritual leader.(53:14) - Her parting thoughts for directors.Ms. Singh Cassidy is currently the Founder and Chairman of theBoardlist, and most recently served as the President of StubHub Inc, the leading global consumer ticketing marketplace for live entertainment. In February 2020, StubHub was acquired by Viagogo for $4bn, in a transaction led by Sukhinder and her team. She is currently a director of Upstart and Urban Outfitters. Ms. Singh Cassidy previously served on the board of Tripadvisor and Ericsson until 2018. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University.__Follow Evan on Twitter @evanepsteinMusic/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License  You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(1:40) - Start of interview(2:38) - David's "origin story"(4:49) - The founding of Equilar in 2000.The modern "corporate governance" era started after the corporate scandals of the early 2000s (Enron, Tyco, Adelphia, WorldCom, etc.) and the passage of SOX in 2002. "Very few people talked about corporate governance in the 1990s"With this new focus on corporate governance, there was a lot of attention given to exec comp.(9:56) -  The Board's role in setting compensation for the CEO: "It's a very tricky decision, and there is no right answer." "Compensation is a very emotional and difficult decision, with many different stakeholders involved." (11:33) - Their work on the investors' side (Calpers, Vanguard, Blackrock, etc).(12:11) -  They made a conscious decision from day one to track the trajectories of executives and directors from SEC data, which has resulted in the development of their BoardEdge Product.(13:59) - His take on Say on Pay regulation: it increased significantly the amount of shareholder engagement.(17:05) - His take on Elon Musk's ~$55bn comp package at Tesla and other 100% at-risk performance awards. (19:33) - The Nasdaq-Equilar Strategic Partnership on boardroom diversity (announced on Dec 9, 2020).Distinctions with CA laws SB-826 and AB-979.Equilar's BoardEdge product includes one million executives and directors.Equilar's Diversity Network (36 Partner Institutions, 5,158 Member Profiles, 2,044 board appointments) "Registry of registries"      (30:53) - The challenge of meeting the new boardroom diversity requirements set by SB-826, AB-979 and Nasdaq. "There is a need for more candidates who are not on boards." "The demand will go up exponentially in the next 12-24 months, and Equilar is working to help on the supply side."(32:27) - The latest trends on director compensation, and impact of COVID-19 on boards (Stanford/Equilar study).(35:09) - His take on the current state of private and public capital markets (the "window is wide open for going public, but when the market shuts down - it will shut down hard")(37:03) - His thoughts on the latest trend of companies and executives leaving SF/Bay Area/CA to TX, FL, etc.(39:30) - His take on the stakeholder vs shareholder debate as a CEO and executive compensation expert.(42:04) - His favorite books:The Hard Things About Hard Things, by Ben Horowitz (2014)Measure What Matters  How Google, Bono, and the Gates Foundation Rock the World with OKRs, by John Doerr (2018)(43:11) - His mentors (his dad, and his best friend's dad in high school).(44:30) - His favorite quote: "Skate to where the puck is going to be, not where it is today" (Wayne Gretsky)(45:42) - His "unusual habit": a classic multitasker.(47:00) - The living person he most admires: Warren Buffett.(48:00) - His final thought on where the puck is going on governance: boardroom diversity beyond public companies: private companies, PE, VC, non-profits, etc. Human capital metrics will become increasingly more relevant. David Chun is the founder & CEO of Equilar, a Silicon Valley based leading provider of corporate leadership data solutions. Companies of all sizes rely on Equilar for business development, recruiting, executive compensation and shareholder engagement, including 70% of the Fortune 500 and institutional investors representing over $20 trillion in assets.In addition, David is a Trustee of the Committee for Economic Development (CED) and serves on the boards of the Silicon Valley Leadership Group (SVLG) and the Asian Pacific Fund Community Foundation of San Francisco. He is on Catalyst’s Women on Board Advisory Council, the Silicon Valley Advisory Council of the Commonwealth Club of California, the Women on Boards Advisory Council of the California Partners Project and the Advisory Council of the Angel Island Immigration Station Foundation.David is a also a member of the Young Presidents’ Organization (YPO), Past Chair of the SF Bay Chapter, a founding member of the Council of Korean Americans (CKA) and a former advisory board member of the Wharton Center for Entrepreneurship.__Follow Evan on Twitter @evanepsteinMusic/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License   You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(1:40) - Start of interview(2:10) - David's "origin story"(3:44) - His start with Wilson Sonsini in 1989.(6:11) -  His experience serving as a board member, and why he thinks corporate America has lost out on having lawyers as directors. His for corporate boards have included California Culinary Academy, and currently LTSE.(7:41) -  His take on the Long Term Stock Exchange.(9:47) - His thoughts on why companies should list on the LTSE ("the market is wide open").(11:03) - His take and role as an Advisor to the American Law Institute's Restatement of Corporate Governance.(13:22) - His take on the Business Roundtable Restatement of the Purpose of the Corporation (2019) (14:05) - Some historical context for purpose of corporation debate (stakeholders vs stockholder primacy).(16:49) - His advocacy in favor of dual-class stock.(20:27) - His dislike of time-based sunset provisions, as proposed by CII ("one-size-fits-all sunset provision").(24:42) - His take on distinguishing dual-class stock and a listing on the LTSE.(25:55) - His view on tenure-voting.(28:52) - His take on duties of directors in VC-backed companies in conflicted situations, since the Trados case.(32:14) - The governance risks that he sees with the emergence of SPACs in 2020.(34:53) - His take on the soaring stock market and the current tech boom.(36:34) - His thoughts on WFH after pandemic and how it has impacted law firms and other sectors.(37:47) - His take on shareholder activism this year, and what's next (activity will pick up in spring 2021). His advice for companies and boards is to think about long term plans:Economic message: growth plan for the long term must be communicated early and often to stockholders.Governance message: focus on diversity at all levels, especially at the board level.Public message: stakeholder and ESG concerns.(44:06) - His take on California's SB-876 and AB-979 laws and the future of boardroom diversity.(46:49) - Next big issues for boards and directors:GlobalizationMeasuring externalities (such as carbon emissions).(48:18) - His favorite books:The Invisible Man, by Ralph Ellison (1952)In Search of Lost Time, by Marcel Proust (1913-1927)The Diary of Anne Frank, by Anne Frank (1947)Zen and the Art of Motorcycle Maintenance, by Robert Pirsig (1974)(49:34) - Some of his mentors:Wallace Fowlie (at Duke).Bruce Payne (Ethics)Larry Sonsini (WSGR)(50:59) - His favorite quote:"Some men see things as they are, and ask why. I dream of things that never were, and ask why not" by Bobby Kennedy.(51:27) - His "unusual habit" that he loves the most:Elephants. His true passion is wildlife conservation.(53:51) - The living people he most admires:Jane GoodallIain Douglas HamiltonDavid Berger specializes in corporate governance and M&A litigation as well as rapid response shareholder activism and corporate governance risk oversight. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also represents directors and companies in internal investigations and public companies on disclosure and SEC proceedings.Follow Evan on Twitter @evanepsteinMusic/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(1:27) - Start of interview(2:59) - Yumi's "origin story"(4:18) - Her start with Barclay's Global Investors (which was later acquired by BlackRock).(4:50) -  The lessons she learned working for the Stewardship team at BlackRock (2004-2018)Proxy Voting GroupBig change on engagement with companies started after financial crisis (2007-2009).Impact Dodd Frank Act (2010) - Say on Pay.(10:24) -  Her experience as Global Head of Corporate Governance at Alliance Bernstein (2018-2019).(13:29) - How do governance professionals (proxy voting teams) reconcile dissonances with portfolio managers.(15:17) - Her role at the NYC Office of the Comptroller’s Corporate Governance and Responsible Investment team. "It's hard for asset managers to be advocates, as opposed to asset owners such as the NYC pension funds."(19:29) - Her take on the SEC's new shareholder proposal rules and DOL's new rule shifting away from ESG.(25:09) - Her take on the increasing importance of institutional investors' voice on corporate governance, particularly the top 3-5 asset managers. Any antitrust risks on cross-holdings by institutional investors?(29:39) - Her predictions on how some of these regulations may change during a Biden Administration.(32:20) - Her take on the Boardroom Accountability Project 1.0 (2014) focused on Proxy Access.(35:56) - Her take on the Boardroom Accountability Project 2.0 (2017) focused on board diversity, matrix and refreshment.(39:03) - Her take on the Boardroom Accountability Project 3.0 (2019) calling on publicly-traded companies to adopt a policy requiring the consideration of both women and people of color for every open board seat and for CEO appointments, a version of the “Rooney Rule” pioneered by the NFL. ("at least 20 companies have adopted this practice, and this will continue.")(40:12) - Push on EEO-1 Reports (it's a type of CEO accountability project, "the majority of Fortune 100 companies currently disclose these reports or have committed to disclose them.")(42:59) - Her take on California's SB-876 and AB-979 laws on boardroom diversity.(44:49) - Her opinion on the BRT restatement of the purpose of the corporation (2019).Her involvement with The Test of Corporate Purpose Initiative.What are the quantitative measures or data that can analyze these metrics on corporate purpose?(48:10) - Her thoughts on whether we will ever see employees elect corporate directors per Elizabeth Warren's proposed Accountable Capitalism Act (2018)(49:29) - Her favorite books:East of Eden, by John Steinbeck (1952)Works by Michel Foucalt (studies on biopower and other theories of power)The Happiness Industry, by William Davies (2015)(50:43) - Her mentor was her late grandmother who taught her that "as a woman, you can always take care of yourself and you should ensure your own financial stability, if possible."(51:29) - Lessons from 2020: "You have to live your life today - time is more important than money."(52:36) - The experience of living in NYC under COVID-19.(54:51) - The living person she most admires: Laura Nader. "You have to dress conservatively if you're going to have extremely revolutionary ideas."Yumi Narita is the Executive Director of Corporate Governance at the Comptroller's Office of New York City. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $228 billion in assets. In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to this role, she was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team.Follow Evan on Twitter @evanepsteinMusic/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:17) Start of interview (1:58) Mason's "origin story" (2:51) His start with ValueAct Capital (2001-Present) "A lot of what we do at ValueAct is invite ourselves to the dinner party."(6:20) The history of ValueAct Capital and its investment thesis.  How he met Jeffrey Ubben (founder of the firm).The impact of the corporate scandals in the early 2000s and the Martha Stewart story.Building a reputation as long term thinkers with board members that add value, plus network.(11:21) How they built their "board toolkit" for each function of the board with lessons learned from their board experience (starting ~2010s) (12:49) "Our thesis is different to other activist investors who have built their businesses upon campaigns of intimidation, litigation and electioneering" (14:01) Framing ValueAct's activism style within the historical arch of shareholder activism. "Engineers think in terms of optimization and equations, lawyers think in terms of rules, and liberal arts people think in terms of psychology, sociology, literature, etc - I think you need to take into account these three types of thinking for problems [involving corporations}"What happened after SOX (2002) was that the zeitgeist for boardrooms changed in terms of openness to receiving outside opinions.(15:56) The Say on Pay (2011) rules forced greater interaction between directors and shareholders. (18:00) His thoughts on "systematic" boardroom design issues: "we should all have empathy for independent directors, because they're entrusted to make the most consequential decisions around the corporation and yet [they do it part-time and generally lack information]. It's a tough job to do." "We can bring "peripheral" vision to the boardroom, which is supplemental to what the board sees through their own hierarchy." (20:11) The problem with board committee structures and their independent consultants/advisors: "it drives to the balkanization of work." "There is an under-investment in terms of time devoted to strategy [in the boardroom]" (23:33) "Thinking like an investor with an investment thesis is a very crystallizing thought exercise. It will lead you to have a point of view about what the strategy should be." "It's an important ingredient to being a good director." (24:51) How should boards approach strategy, and why the job of the director is so hard (i.e. lack of time and information) (27:49) How does he respond to criticism of activist investors as a class  "some of these criticisms are fair."  He thinks that it's important to note that shareholder activism (during his career) has had two big bubbles that popped:Surge of activism after SOX, popping after the financial crisis because they didn't perform very well.Resurgence after credit crisis, popping in the mid 2010s.(29:50) How advisors (lawyers, bankers, and others) impacted the activism landscape  "activist vulnerability assessments"(30:45) How he distinguishes transactional vs transformational activism Transactional: Traditional break-up, recap and selling of companies.Transformational: reimagining the value proposition of the product of the company. Best in class people and operational performance. It requires a lot more work (they started this practice in the mid-2000s).(33:16) The mission statement of ValueAct since he took over as CEO is "to be the shareholder of choice for great companies navigating change." Examples:Adobe, Microsoft (from client service era to cloud era in software industry)21st Century Fox (streaming in media companies)KKR (alternative asset management industry)(34:46) What he loves about his job (35:29) Advice for independent directors: Activism is everywhere (not just from activist investors)Peripheral vision can be helpful, and thinking critically with an investment thesis adds value.We live in an era of extreme disruption in the economy.Transformation is a critical journey for every company.(37:08) His experience as a director at Microsoft(42:45) His take on the purpose of the corporation, ESG and sustainabilityThey have observed that the businesses that they invest in have a "license to operate": to be held in high regard by their stakeholders, regulators, media, politicians and other relevant constituencies.When they invest in a company they spend time with the "citizenship officers" of the company.Example of investments in financial institutions.(51:28) The principles by which ValueAct Capital invests: "We have to have a unique insight into every company we invest in that begets a meaningful relationship." (power politics is secondary)Good ideas pique curiosity, engagement and conversation.It doesn't matter if the corporation is a controlled corporation (for example, Martha Stewart, KKR, 21st Century Fox are controlled corporations)(53:39) Their international investments:UK: Reuters, Misys, Rolls-Royce.Japan: Olympus, JSR Corporation, Nintendo. "There is a graveyard of activists that have tried to take on Japanese companies at the ballot box and at the courthouse, and that type of high conflict transactional -in your face- approach does not work."(57:50) How does he see the future of shareholder activism and his recommendations(59:21) His favorite books: Memoirs of the Second World War, by Winston Churchill (1948-53)The Remains of the Day, by Kazuo Ishiguro (1989)The World According to Garp, by John Irving (1978)(01:01:51) His professional mentors: Jeff UbbenSatya Nadella(01:02:42) His favorite quote: "In the long run, the learn-it-all always beats the know-it-all " (Satya Nadella)Mason Morfit is a Partner, CEO and CIO of ValueAct Capital and is a member of the firm’s Management Committee. Prior to joining ValueAct Capital at inception, Mr. Morfit worked in equity research for Credit Suisse First Boston’s health care group where he focused on the managed care industry. Mr. Morfit is a member of the Advisory Council for Princeton University’s Woodrow Wilson School of Public and International Affairs and serves on the Board of Directors of the Tipping Point Community. He has a B.A. from Princeton University and is a CFA charterholder. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Start of interview [1:19]Ilya's "origin story" [1:50]Lomonosov Moscow State University ('97)New Economic School (NES) ('99)London Business School, PhD Finance ('04)His start as a Professor at the Stanford Graduate School of Business (2004-Present) [7:08]His initial interest in the field of venture capital  [7:56] "These days my major problem is that there are so many research projects, and I have to juggle 10 different (amazing) research projects at the same time."Why governance of venture-backed companies has been historically under researched by finance scholars (it has to do with the "quantification revolution" from the 70s-80s). [12:08]His article "The Economic Impact of Venture Capital: Evidence from Public Companies" co-authored with Will Gornall (2015) [14:29]"This is important to mention: venture capital is an American phenomenon, since 2016 every single day the top 5 U.S. public companies by market cap were venture-backed, and from the top 100 there is a significant proportion. But most importantly they are young companies that grow very fast."His article "How Do Venture Capitalists Make Decisions?" co-authored with: Paul A. Gompers, Will Gornall, Steven N. Kaplan (2016) [20:40]Differences between VCs focused in IT and healthcareDifferences in terms of geography (i.e., west coast v. east coast, U.S. v. international)Differences in early stage vs late stage.Deal flow, deal selection, and post-investment value-added as contributors to value creationInvestment selection (jockey v. horse framework)His article "Squaring Venture Capital Valuations with Reality" co-authored with Will Gornall (2017) [32:37]. They wrote this paper because:It is difficult to apply traditional financial methodology (such as DCF or CAPM) to early stage startups.Whenever the valuation of venture-backed companies was reported in the press or in commercial datasets,  it did not make sense to him (not the price, but the way it was reported).They used the example of Square's post money valuation pre-IPO.They created a new valuation model for startups (they found that the average unicorn in their sample had 8 classes of shares).His current research on governance of venture-backed companies [41:12]In venture-backed companies boards are very "unstable" due to staged financing.Board control, voting rights and protective provisions.Stanford Venture Capital Initiative: one of its goals is to improve the quality of the data in venture-capital. Some projects:Study of evolution of corporate governance in venture-backed companies.The anatomy of down-round financings.His take on the "stay private vs go public debate" and SPACs [49:12]Significant increase of investors in private markets.Liquidity options beyond IPOs and M&A, such as secondary markets.His favorite books: [54:42]The Structure of Scientific Revolutions, by Thomas Kun (1962)The Autobiography of Bertrand Russell, by Bertrand Russell (1951)His professional mentor: [54:42]His father: "maybe the most important lesson that I learned from him is that you have to be calm, even when life throws at you a ball that that you don't necessarily want." "He taught me how to live and behave in life."Stephen Schaefer. His former academic advisor at LBS.His favorite quotes: [57:43]On the difference between theory and practice. "It is very difficult to tell people: learn how to swim, but only when you learn how to swim we're going to fill the water in the swimming pool"His unusual habit [58:48]These days, the fact that he reads (his goal in life is to devote one hour per day some physical book, usually on topics unrelated to finance).His experience as a corporate director of Yandex  [01:00:57]Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License  You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Start of interview [1:06]Kerrie's "origin story" [1:34]Her initiation on corporate governance matters with the UK Institute of Directors (IoD) (2000-2004) [3:49]Her take on corporate director education and training [5:42]Her role at the Institute of Chartered Accountants in England and Wales (ICAEW) (2005-2008) [7:43]Her transition to the International Corporate Governance Network (ICGN)  (2008-Present) [9:49]History and mission of ICGN [11:56]. It was established in 1995, it has grow to over 800 members from 43 countries, (~70% of members are based in North America and Europe, ~20% in Asia). These members represent ~US$54 trillion of AUM. ICGN Global Governance PrinciplesICGN Global Stewardship PrinciplesEngagement with regulators (they send ~20-25 engagement letters to regulators per year). "ICGN brings a global investor flavor to national issues."The concept of "investor stewardship" and its evolution over time [15:27]The Cadbury Report (1992)The UK Stewardship Code (2010)The European Shareholder Rights Directive II (SRDII) (2020).Recently, UK and Japan have expanded stewardship principles beyond equity to all asset classes (Japan Stewardship Code, 2020)Her take on the debate of the purpose of the corporation (shareholder primacy vs stakeholders) [20:36]Business Roundtable's Statement on the purpose of the corporation (2019)Europe's Consultation on Sustainable Corporate Governance (2020)Section 172 of the UK Companies Act (2006)CII's statement opposing the BRT's 2019 Restatement ("accountability to everyone means accountability to no one")On the rise of ESG [26:47] "[I think] ESG has grown from a deeper understanding of stewardship since 2008... I would take away the G [since we've always been focused on governance] so really what we have witnessed is the rise of E and S... and this year COVID has shifted the narrative particularly around the S." For example, ICGN members have focused on "human capital management":Health and safetyStaff training due to WFHIncome inequality, pay.Many ICGN members have formed the "Human Capital Management Coalition" which has been engaging with the SEC, resulting in new disclosure rules involving human capital resources  [28:49]Her take on climate change [29:31]ICGN is calling for ESG reporting on an international scale to address climate change.Many ICGN members are calling for Task Force on Climate-Related Disclosure (TCFD) frameworkNZ is the first country in the world to make climate reporting compulsory with TCFD.Her take on diversity [32:38]Focus on disclosure of diversity policies.Measurable targets, goals and time periods.Boards should disclose skills matrix. "For me, one of the biggest barriers of board diversity is director tenure, 'zombie directors', we need to have a policy of board refreshment and board evaluation." "There is still a problem surrounding the 'old boys network', the 'male, pale and stale crew.'"Her take on Big Tech [39:14]She's worried about the "covert behavioral manipulative algorithms that are gradually changing the way we think, feel and act." (for example, as described in The Social Dilemma documentary)ICGN has not weighed into this issue. From a governance perspective many ICGN members cannot influence these companies due to dual-class share structures that make them less accountable to shareholders (ICGN advocates for a "one share one vote" structure)."The U.S. also has weaker data privacy regulations than Europe, and that's a problem."Her parting thoughts for directors "investors are your allies" [44:34]Her favorite books: [49:27]Ten Arguments for Deleting Your Social Media Accounts Right Now, (2018) by Jaron Lanier (this is the book that she's currently reading)Factfulness, (2018) by Hans Rosling.Corporate Governance and Chairmanship, (2002) by Sir Adrian Cadbury.Her professional mentor: [46:45]Anne Simpson, currently at CalPERS.His favorite quotes: [47:50]"You can’t go back and change the beginning, but you can start from where you are and change the ending.” (C.S. Lewis)"Unless someone like you cares a whole awful lot, Nothing is going to get better. It's not.” (Dr. Seus, The Lorax).Her unusual habit [48:53]The living person she most admires [49:43]David AttenboroughJacinda ArdernMusic/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Start of interview [1:11]Ahmad's "origin story" [1:52]His experience as senior aide to U.S. Senator Dianne Feinstein in Washington, D.C. (2005-2010) [4:29]TARP ProgramsDodd Frank ActHis experience with Barclays Investment Bank covering public sector infrastructure (2010-2020) [7:41]Led Barclays’ California and Silicon Valley regional municipal banking team.Led Barclays' public sector coverage of social impact engagements in the 13 western U.S. states.Served as a lead banker on several innovative transactions, most notably executing the first ever Social Bonds issue for a non-profit in the U.S. municipal bond market.Introduction of the Silicon Valley Leadership Group, founded in 1977 by David Packard of HP [11:19]Membership of the SVLG: about 360 companies. [13:39] "That's where the juice comes from. When we speak on behalf of these Silicon Valley companies, there is a real opportunity to impact positive change not only in Silicon Valley but also in corporate America."Board of SVLG "represents some of the best and brightest of Silicon Valley" [15:15]The new AB-979 California Board Diversity Legislation [16:27]Introduced by CA AssemblyMember Chris Holden.On September 30, 2020, Governor Newsom signed AB 979, which requires publicly held corporations headquartered in CA to diversify their boards of directors with directors from “underrepresented communities” by December 31, 2021.AB 979 defines “director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”"What's so significant [for SVLG] is that we made a decision to stand on the side of progress" [18:35]The precedent of SB-826 [19:13]"I'm just so proud to stand with our executives and member companies to drive some serious change in a smart and responsible manner." [20:26]What piqued his interest in corporate board diversity: "some of this is very personal" [21:29]"The statement being made [with AB-979] was one that we [SVLG] wanted to stand in line with" [24:20]"The shareholder oversight questions are extremely serious and significant for public companies, especially for tech companies" [27:30]SVLG is developing tools to help on diversity initiatives (such as a database/repository of resumes) [29:09]Impact of Black Lives Matter movement in corporate America and SVLG [30:26]"There is overwhelming research that demonstrates a clear tie between increased profitability, increased market leadership, and more innovation with diverse executive leadership teams" "There is a business imperative to act, and also a moral imperative." [32:30]SVLG Is working on a pledge to improve diversity numbers in both public and private companies [35:56]Shareholder primacy vs stakeholder capitalism [43:44]: "What I would hope is that a business association like ours might be a proponent of tying social responsibility in every way, shape and form, and very strategically, to the business and to the bottom line."What's next for SVLG [46:40]: In terms of racial justice and equity: "It is about hiring, it's about funding, and it's about measuring results."His favorite books: [49:27]Endurance, by Alfred Lansing.To Sell is Human, by Daniel Pink.Bad Blood, by John Carreyrou.Total Leadership, by Stewart Friedman.His professional mentor: [51:23]Dianne FeinsteinHis favorite quotes: [52:27]"Luck is where preparation meets opportunity" (attributed to Roman philosopher Seneca)"You've got to get comfortable being uncomfortable in roles like this""There is nothing more uncommon than common sense" (attributed to Frank Lloyd Wright)What is an unusual habit or an absurd thing that you love?Two Beyond Burgers a day!Which living person do you most admire? His Dad, who grew up in the segregated south.Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Start of interview [1:25]Esther's "origin story" [1:50]Her experience at Occidental College [3:55]Her transition from CA to Washington DC [4:36]Introduction of the Latino Corporate Director Association (LCDA), founded in 2016 [6:20]History of LCDA [7:15] Links with the Hispanic Association of Corporate Responsibility (HACR)The Mission of LCDA is to 1) develop, 2) support & 3) increase the number of Latinos on Corporate Boards [8:56]LCDA Pillars [9:06]: 1) Increase supply (Latinos hold less than 3% of Fortune 1000 company board seats) 2) Increase demand, 3) Research and Raising Awareness, 4) Engage with Companies.The LCDA Board Ready Institute for aspiring directors [12:10]LCDA Memberships (115 current members: 2/3s corporate directors, 1/3 aspiring directors):Aspiring Directors (executive membership).Corporate Directors  (as of 2019, Latino directors held 275 board seats in F1000 companies for a total of only 209 individuals)CA's Women on Boards Legislation (2018): SB-826 (Gender) [21:16]LCDA found that out of 511 seats filled by women on California public company boards since SB 826 was enacted, just 17 (3.3%) are Latina, compared to 77.9% white women.CA's Corporate Boards Diversity Legislation (2020) (pending signature): AB-979 (Minorities)LCDA found that out of 662 California companies registered on the NYSE, NASDAQ, and AMEX, 35%, or 233 companies have all white boards of directors.LCDA also found that out of these 662 CA companies, only 13% had at least one Latino on their board."What ends up happening is that you're setting up winners and losers: if there is only a focus on gender, Latinos and African-American lose out." [24:50]LCDA's Latino Voices for Boardroom Equity Initiative in partnership with leading business and civic leaders [28:41] The Latino Voices initiative asserts that diversity without the inclusion of Latinos is not acceptable:Call to triple Latino representation on public company boards by 2023 (currently Latinos hold only 2.2% of Russell 3000 companies per ISS)Act to target corporations with no Latino representation (for example, Del Taco, Chipotle and el Pollo Loco)Track progress through publication of a quarterly scorecard."If Latinos were a nation, they would be the 8th largest economy in the world, right behind India. IThey are growing at ~5% (similar to India)""Diversity is a business and governance imperative"LCDA has a national campaign (starting in CA). They have a Latino Board Tracker. [36:40]Her favorite authors: [38:30]Maya Angelou (poetry)Rodolfo Anaya (history)Martin Luther King (struggle)Her professional mentors: [40:12]Bill Richardson (former Governor of New Mexico, US Ambassador to the UN, Energy Secretary and U.S. Congressman)Xavier Becerra (current Attorney General of the State of CA)Ed Pastor (former U.S. Congressman for Arizona)Her favorite quote: [43:46]Bernard Tyson (former Chair and CEO of Kaiser Permanente): "When Corporate America lets us Into the room, our contributions are going to be massive when we're given a shot and a chance."Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Start of interview [1:15]Roger's "origin story" [1:50]Introduction of the Institute of Directors of the UK (IoD founded in 1903) [4:56]On the evolution of director education and professionalization in the UK. "Modern" corporate governance in the UK was kickstarted by high profile scandals in the late 1980s such as Robert Maxwell's media empire collapse,  Polly Peck, BBCI, etc. which led to the Cadbury Committee in 1992 [7:00]No certification required to be a director in the UK "this is why I think we're still a little bit in the Dark Ages or the Medieval period in terms of directorships and what the pre-requisites for directorship should be" [8:32]"I think in 20-30 years from now it will be taken for granted that before you step into any significant directorship role you will have to have some type of professional credentials or pre-requisites like in any other profession" "there will be a proper professional structure" [9:12]Three stages to the current qualification process offered by the IoD: [10:42]Certificate in Company Direction (knowledge)Diploma in Company Direction (practical: skill development)Qualification as Chartered Director (experience with board for at least 2 years)Director education in Europe [15:44]. "It's been a real patchwork of approaches per country" Examples: ecoDa (Confederation of European Institutes of Directors), IFA (France), etc.How has the role of directors changed in the UK [17:14] "It has hugely expanded in scope and complexity" (including technology/disruption, sustainability, etc)The effect of Brexit in Corporate Governance [22:00]Top priorities for boards in the UK per Roger: [24:33]Corporate purpose as an organizing principle for corporations (example: British Academy)Technological change, what does it mean for their companies (beyond cybersecurity and data protection).Climate change and sustainability.More on the purpose of the corporation from the UK's perspective. "The UK is now in a middle ground, between the strong EU "stakeholder" perspective (with significant employee representation) and the Anglo-Saxon tradition of shareholder primacy. The duty of the UK director is to promote the success of the company in the interest of shareholders while paying due regard to a range of other stakeholders" [28:32]The role of institutional investors in shaping the corporate governance agenda in the UK and the rise of ESG [34:20]How does Roger see the surge of benefit corporations and B corps [37:43]The rise of private markets and the state of tech entrepreneurship in the UK. Discussion about the Wates Corporate Governance Principles for Large Private Companies (2018). Collapse of BHS and Monarch Airlines. [42:14]The impact of COVID-19 in corporate governance in the UK [47:01]There was a policy to keep companies going as long as possible (abandoning "any creative destruction" by market dynamics). Measures to support employees, changes in insolvency laws, etc.Shareholders took the back seat. Stopped paying dividends, particularly for banks and financial institutions.Boards have had to switch to virtual meetings. Many pros/cons around the effect of these measures.His favorite book: [51:21]1984 (1949) (by George Orwell)His professional mentors: [52:30]Neville Bain (former Chairman of the IoD)Peter Montagnon (former shareholder advocate and policymaker)His favorite quotes: [54:33]Upton Sinclair: "It is difficult to get a man to understand something when his salary depends upon his not understanding it..."William Faulkner: "The past is never dead, it's not even past" One of the living people that he most admires: Jürgen Klopp (GM Liverpool FC)  [56:14]Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License