Boardroom Governance with Evan Epstein

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

Start of interview [1:12]Mark's "origin story" [2:02]How he got started with Cotchett, Mitre & McCarthy (1993) [3:40]His current practice focusing on corporate governance cases [5:03]His opinion on current state of corporate governance in public companies:Increased focus on diversity on boards [7:27]Data Breaches, Privacy and Cybersecurity "one of the hottest areas" [10:03]His take on the current TikTok situation (forced sale by US President) [12:08]"The CISO is the most important executive after the CEO [in IT companies]" [13:27]In 20 years of practice, he sees the same familiar patterns: "there seems to be [when things go wrong] an inability to react properly by directors in times of crisis. A failure of the board to have some type of process in place to deal with something that was unforeseen." [15:30]His take on dual-class shares and the WeWork case. How going public puts the company at "a whole other level in terms of scrutiny of governance practices." "The dual-class is a red flag." [17:15]They are looking for "an imbalance in voting power", questionable transactions, inspections demands (books and records), conflicts of interest, self-dealing, insider-trading [21:29]How they investigate their cases: books and records requests, private investigators, disgruntled employees, experts in the field. [24:21]Litigation in private companies, including venture-backed companies: "there has been an uptick in the last year or two" [27:14]"If you think it's difficult to get information [for litigation purposes] from a public company (with shareholder inspection demands), it's 10x worse in the case of private companies." [33:11]His experience deposing directors of private venture-backed companies [36:12]His opinion around the debate of the purpose of the corporation [38:40]How he sees the future of shareholder litigation: more cybersecurity litigation (companies should have specific cybersecurity committees) and board committees litigation. [40:20]His take on exclusive federal forum provisions (bylaw amendments) [42:12]His take on trend of California companies and employees leaving the state [47:40]His favorite books: [48:50]Team of Rivals (on Abraham Lincoln) (2006) (by Doris Dearns Goodwin)Dead Wake: The Last Crossing of the Lusitania  (2016) (by Erik Larson)His professional mentors: [51:40]Susan IllstonJoe CotchettHis favorite quotes: [53:59]John Madden: "Don't worry about the horse being bling, just load the wagon."Warren Buffett: "Only when the tide goes out do you discover who's been swimming naked.”His "unusual habit" that he loves: walking with his bulldog every morning to pick up the newspaper. [56:26]The living person he most admires: his parents from "the Greatest Generation" [57:14]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

Start of interview [1:30]Jim's "origin story" [2:12]How his experience at CalEPA led him to become a shareholder advocate [6:07]His experience with Mark Latham, a former Berkeley Prof and Salomon Brothers banker on developing and promoting a new shareholder proposal method  [8:03]His efforts to get elected to the CalPERS board [11:33]CalPERS and the increasing influence of institutional investors in corporate governance  [12:53]"Thirty years ago no shareholder proposal had ever passed." Last year [McRitchie] filed 50 proposals and in 26 of them he got majority vote or else he worked an agreement with the company. [14:21]His Proxy Access petition to the SEC in 2002 [15:28]Why his friends from social responsible investment (SRI) funds started filing shareholder proposals [16:57]Pax World Funds was the first socially responsible investment fund. "Later on, SRI funds started engagement campaigns." [18:55]"ISS and Glass Lewis don't set the agenda, it's the public opinion that sets the agenda." "ISS is not driving the vote, they simply hold up a mirror to its customers" [20:28]Jim's take on "stakeholder capitalism" and BRT's restatement of the purpose of the corporation. [21:56]Jim's shareholder proposals at BlackRock: His "hypocrisy proposal." [23:46]Jim's approach for his shareholder proposals, and why he's getting majority support. How he compares with John Chevedden and the Steiners. He keeps a spreadsheet with 150 target companies. [25:27]Why he does what he does: "I am really pissed off with all these injustices" [27:20]The influence of the book "A Nation of Small Shareholders" by Janice Traflet (2013) [28:47]The problem of dual class shares [31:15]Jim is taking a page from Elizabeth Warren. He'd like companies to elect a director who can serve  as a liaison to employees ("Rooney rule but including employees"). [32:33]Jim's Rulemaking Petition to the SEC for Real-Time Disclosure of Proxy Votes [34:19]Why he files around 50 shareholder proposals per year [36:14]The impact of COVID-19 on his work, and the advent of virtual shareholder meetings [37:14]"There has been tremendous corporate governance progress on paper (not so much in reality)" [38:22]How his work has enabled hedge funds to go after companies [39:18]His favorite books: [44:42]The Social Construction of Reality (1966) (Peter Berger & Thomas Luckmann)Participation and Democratic Theory (1970) (Carole Pateman)Power and Accountability (1992) (Bob Monks and Nell Minow)His favorite study: NSF meta-study from 45 years ago: workplace should be more democratic, employees should have more say. [44:42]The living person he most admires: [48:05] Nell Minow.The people that have most influenced his work: [49:06]Bob MonksNell MinowRich KoppesThe Gilbert brothers.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 [1:38]Rick's "origin story" [1:55]His "traditional" corporate law practice for 25 years with Morris Nichols in Delaware ("the core of our advice followed two simple rules: shareholders get to elect the directors, and directors run the company for the benefit of those shareholders... all the rest is commentary") [3:45]How his focus changed in 2010 with B Lab's effort to push legislation in DE on benefit corporations [5:45]How B Lab's benefit corporations proposal differed from "constituency statutes" [07:50]Three sets of cases worth thinking about: 1) Pre-constituency statutes (shareholder primacy); 2) Constituency statutes ("it's a may, not a shall"); 3) Benefit corporations (only one case has been filed, in Virginia, and it quickly settled)  [10:41]The first benefit corporation statute was enacted in Maryland in 2010 [12:59]B Lab's push in Delaware, and how Rick joined B Lab. Some influence from Lynn Stout's "The Shareholder Value Myth."  [13:50]Although originally shunned by VCs, public benefit corporations incorporated in Delaware have raised ~$2.5bn between 2013 and 2019 per a recent study (based on 275 early-stage financings). Per Rick, total US fundraising by benefit corporations is in the order of $4 billion. [15:54]Evolution of legal structures for benefit corporations, expanding the BJR: B Lab's proposed MBCL, PBCs in Delaware, ABA version, British Columbia, etc.) [17:55]Accounting for social value "what gets measured, gets managed": SASB (sustainability metrics), GRI Standards, B Impact Assessment (score and certification). Pressure on the SEC and EU's metrics [26:16]Distinguishing benefit corporations (generic term, ~10,000 companies around the world), public benefit corporations (Delaware form, ~2,000 companies) and B-corps (certification by B Lab, ~3,500 internationally, of which only ~300 are benefit corporations). Danone's conversion to "Entreprise à Mission." [29:57]Traditional VC investors are investing in benefit corporations (not only impact investors) [34:20]Benefit corporations in public markets (3 IPOs, 3 conversions): Laureate Education (2017), Lemonade (2020), Vital Farms (2020). Brazil's Natura (certified B Corp) acquisition of Avon (2019), Danone and Amalgamated Bank  [36:22]How does Rick respond to criticism of the benefit corporation model and the need to get support from institutional investors to succeed [40:43]How to reconcile the current debate of the purpose of the corporation, plus ESG trends, with the benefit corporation movement [45:51]The focus of Rick's new project The Shareholder Commons (2019), with initial funding from the Ford Foundation. "We want to change the paradigm for institutional investors (through advocacy, guardrails, policy and litigation)" [50:03]His book "Benefit Corporation Law & Governance: Pursuing Profit with Purpose." (2017) [56:41]His favorite books: [58:36]The Mind's I (Douglas Hofstadter and Daniel C. Dennett)Wherever You Go, There You Are (Jon Kabat-Zinn)Morality, Competition and the Firm (Joseph Heath)His mentors: [01:01:07]John Johnston (Former partner at Morris Nichols)Lewis Black (Former partner at Morris Nichols)His favorite quote: [1:02:54]"No effort is wasted""Strategy is what you don't do"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. [1:40]Marta's "origin story" from Brazil to Washington DC [2:21]Her involvement with corporate governance education in Brazil with IBGC [6:31]The impact of Lava Jato (operation car wash) in Brazilian corporate governance (2014) [8:33]Her role coordinating the "comply or explain" Brazilian Corporate Governance Code [11:07]What made her transition from Tozzini Freire to IDB Invest in 2017? [16:31]What is IDB Invest? [19:13]Description of the Corporate Governance Development Framework adopted by 34 development finance institutions (DFIs) that manage ~$850B [23:13]IDB Invest's corporate governance framework: "The art is always trying to separate the essential from the desirable, the must-have from the nice-to-have." [25:45]How to coordinate the investment focus from the governance focus (time-management) [28:47]The state of corporate governance and some common issues in Latin America: lack of diversity, smaller capital markets, predominance of controlling shareholders, SOEs, and reliance on bank financing [33:24]The challenges for foreign investors in Latin American listed companies: protection of minority shareholder rights, transparency and related-party transactions [39:41]Controlling shareholders in Latin America have an incentive to improve corporate governance to attract investment in order to compete in a globalized market: "those are the winners in the market." [44:24]IDB Invest has a special focus on small countries and islands ("S&I countries") [47:12]The impact of Covid-19 in Latin America and IDB Invest's role in helping the region [49:39]IDB Invest article and guidance for the role of the Board during Covid-19 [51:43]Her favorite books: [55:54]The Trusted Advisor (Meister, Green & Galford)Crime and Punishment (Dostoyevsky)Her mentors: [58:01]Marcio Mello Silva Baptista (TozziniFreire)Maria Elisa Gualandi Verri (TozziniFreire)Luis Valdes (Principal - Brasilprev)Sandra Guerra (Better Governance)Rachel Robboy (IDB Invest)Her favorite quotes: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." Martin Luther King Jr. [1:00:01]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. [1:40]Linda's "origin story" from Beresford, New Brunswick, Canada. [2:15]The record of five Maxwell sisters at Harvard. [3:56]Her start as a head and neck surgeon. [6:28]Why an MBA at Oxford? [07:20]Her work on life sciences tech transfer at Oxford University Innovation and NHS. [08:25]Her time with the London (UK) Harvard Business School Angels. [11:24]Working with Medtronic in Sao Paulo, Brazil. [12:07]Her work founding the Biomedical Zone in 2015 (Ryerson University & St. Michael's Hospital) [14:30]Her take and experience with non-profit boards (Medic Alert Canada, CEE Centre for Young Black Professionals, Gardiner Museum): "one of my important philosophies to be on a board is that I want to be able to contribute, but I also want to learn." "Non-profit board service is very diverse, it is driven by passion and it requires a lot of work, if you do it right." [22:21]Her take on startup boards. [27:05]Her take on med tech / biotech public company boards. [28:21]Her take on the Canadian  ICD.D certification  "it was transformational." [29:45]Her experience getting into her first public board: Profound Medical (TSX: PRN) [33:01]The cross-listing process (TSX-NASDAQ) [35:46]Her take on social unrest and lack of diversity in boards (her experience in healthcare) [38:39]"When I'm involved in a board recruiting process, I always ask why do you want me in this Board" [42:13]The lack of inclusion for the Black community in tech (opportunity in biotech) [45:08]"The role of the board is critical to support underrepresented minority CEOs" [46:13]Her take on mentors: "I am not a huge believer or fan of  mentorship, I am a fan of mentorship plus sponsorship, ie. champions that open doors." "It's the saying of your name, when you are not in the room, to people who matter and that make the decisions."  [48:13]Her favorite quotes: "You will face many defeats in life, but never let yourself be defeated" by Maya Angelou [53:24]Her unusual habit: "I eat the same thing for breakfast everyday, the same thing for lunch everyday, and the same thing for dinner everyday." [55:33]The living person she most admires: Barack Obama. [01:00:00]___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 [1:40]Nick's "origin story", from New Jersey to California to Japan [3:33]His first board experience with Alps Mapping ('00-'06) [7:34]Why he founded the Board Director Training Institute of Japan in 2009 [12:40]His WSJ article on "Japan's Coming Shareholder Revolution" (2001)  [19:42]Japan's keiretsu system ("a defensive cross-shareholding wall") [21:04]The historical resistance against having independent directors in Japan companies [23:25]The effect of the ACCJ's white paper that led to Japan's Stewardship Code (2014) and Corporate Governance Code (2015) [24:40]Why Japan needed a corporate governance code (to enhance corporate disclosure) [32:20]Japan's change in board composition (now one third are independent directors) [34:52]His take on executive pay, particularly around the approval of "Say-on-Pay" in the US and distinctions with exec comp in Japan [36:51] His take on ESG and "stakeholder capitalism" [39:50]Nick's opinion of dual class share structures: "I dislike them vehemently, I think they make a mockery of the concept of shareholder democracy" [45:34]Nick's recent proposal: "Redesigning corporations: Incentives Matter" (published in Harvard Law School Forum on Corporate Governance) [47:50]The use of blockchain technology to track beneficial share ownership [57:17]How to find Nicholas Benes online:Website: https://bdti.or.jp/en/Email: info@bdti.or.jp Twitter: @benesjp ___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