Professors Elizabeth Pollman and Yifat Aran discuss their article on founder CEO ouster, countervailing forces to founder/CEO power, conflict with regulators and investors, employee pressure in corporate governance, and other founder/CEO cases.

Larry Clinton, CEO of the Internet Security Alliance, discusses the economics of cybersecurity and why cyberattacks are so profitable. He emphasizes the need to understand the motives behind these attacks. The podcast also covers China's cybersecurity threats, the NACD/ISA Director's Handbook on Cyber-Risk Oversight, and the role of directors in cybersecurity. Clinton shares influential quotes, talks about his admiration for Barack Obama, and introduces an upcoming TV program on cybersecurity.

*Prior episodes reviewing Succession:Season 1: E98 (May 22, 2023)Season 2: E102 (June 26, 2023)Season 3: E109 (Sept 11 , 2023)0:00 -- Intro.2:12-- About the podcast sponsor: The American College of Governance Counsel.2:58 -- Start of interview.3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."6:41 --  Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."09:47 --  On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."43:54 -- On the last boardroom scene, voting for the GoJo takeover.46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a corporation make decisions?" "People, process, policies." "What's the structure for decision making? Who gets to make the decision?  Joe: "Of the many tasks a CEO has, one of the most important is to find his successor [...] a CEO should have somebody lined up." 52:30 -- Final thoughts on the show. Joe: "I do think that some founders subconsciously want their company to fail after they're gone. They want this idea that only I could have built this and nobody can succeed me and do it as well as I did. And that's what I think was going on in season two. And I think maybe that's what's going on throughout Logan's, the four seasons that we watched Logan." Kate: "Logan Roy did nothing to make his children the kind of serious people who could take over for him. He thought there was only one him and the company dies with him. And it turns out that's probably kind of true."Kate O'Leary is the Global Executive Litigation Counsel at General Electric.Joe Nocera is a distinguished business journalist and author.  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.1:26-- About the podcast sponsor: The American College of Governance Counsel.2:13 -- Start of interview.3:47 -- Ker's "origin story." 7:41 -- His history with the American Chamber of Commerce in Shanghai (AmCham).9:42 -- About his book “Selling to China. Stories of Success, Failure and Constant Change.” (2023). "We felt that it was important to remind people why we're doing this in the first place, you know, what's good about our relationship with China. We wanted bring the commercial issues back into the conversation."13:31 -- On the current idea of “uncoupling” or “de-risking” the US economy from China."I think it is good to talk about 'de-risking' rather than 'decoupling'." "I don't think a complete decoupling is realistic and it's certainly not in the interest of either side. But I think the de-risking term is helpful, in the sense that it aims at communicating the intent. {The intent] here is not to punish China or isolate China or decouple from China, but it is to protect our interests, whether they're military interests or strategic economic interests."16:46 -- On whether the US policies and sanctions towards China are effective."The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."21:21 -- On the US responding with its own industrial policy to catch up with China (e.g. in batteries and EVs). "We've got to be careful not to slip into outright protectionism and allow this to change who we are as a country and how we've been successful as an economy." "[I]f we get into a situation where we are indeed trying to limit China's economic rise, and literally keep China economically contained, that is a dangerous path, and it's a bad narrative, because it inevitably leads to conflict.""I'm basically conservative when it comes to economic issues and fiscal policy, but I have actually been saying for quite a long time that the US needs to get over its aversion to industrial policy and put some planning in place."30:38 -- On China’s private sector."[B]eijing actually kept a remarkably light hand [in the development of the internet industry]. I give the Beijing policymakers full credit there for knowing that they needed to stay out of the way and let that happen." "Now we've seen the pendulum swing back the other way." "Jack Ma was going around visiting countries and he would almost be treated like a head of state. I think Jack Ma must have, because his company is publicly listed in New York, he might have confused himself with a Western CEO. He's not. China is China and the West is the West, especially in the tech sector. So yeah, he's been disciplined as have some other tech leaders."36:21 -- On the fate of TikTok in the US.40:38 -- On the recent APEC meeting in SF, and his take on Presidents Biden and Xi Jinping meetings. "I put it in the category of huge success that the meeting happened, that Xi Jinping actually showed up." "It's critical that Xi and Biden meet face-to-face because of the Chinese political system, it is so concentrated at the top."46:09 -- On the risks of a military conflict between the U.S. and China over Taiwan. "We should not underestimate [China's] willingness to take the island and take it by force. I think at some point you have to just take them at their word. If you listen to the domestic media and domestic speeches that Xi and others make in China, it's quite clear that they're highly motivated to take the island and willing to." "[But] I don't think it's imminent, mostly because of the difficulty of taking the island and of the probability of success on the Chinese side.""I think the probability of an accidental conflict [is] high. And until the agreement of the last week or so, the ability to de-escalate and de-conflict, low." "In other words, without that military-to-military hotline, there would be no way for it to de-escalate."50:35 -- How should boards think about de-risking its China exposure."They should be thinking about what are the hard assets that they have, both in mainland China and in Taiwan? What I'm hearing boards do is that some of them are converting their businesses to more asset light. So, in other words, converting a wholly owned subsidiary to maybe selling off some of the shares to make that into a minority investment or a full asset light model might be literally selling factories and hard assets and then maybe licensing them back or something like that to where they wouldn't have to literally write them off the way many companies had to do in Russia when that took place, and you saw large companies writing off literally billions of dollars of assets off their balance sheets because they could no longer have access to them.""Again, I don't think that we are on the brink here, but it would be wise to have plans in place in the case of, especially in accidental conflict."52:27 -- Books that have greatly influenced his life: Free to Choose by Milton Friedman (1980)All books by James Clavell. [*we cover here his thoughts on Hong Kong]No Ordinary Time: Franklin and Eleanor Roosevelt: The Home Front in World War II by Doris Kearns Goodwin (1994) ("great companion book to The Rise and Fall of the Third Reich by William L. Shirer (1960)57:24 -- His mentors: Robert "Bob" Theleen (a local San Franciscan, former VC and Chairman of AmCham Shanghai)Bob Chang (his boss at the Boston Consulting Group in SF)RT Peng (another boss he worked with in Taiwan)58:36 -- Quotes that he thinks of often or lives her life by: "Don't ever let what you can't do stop you from what you can do." by John Wooden.1:00:20 -- An unusual habit or absurd thing that he loves: his daughter.1:01:21 -- The living person he most admires: Arnold Schwarzenegger.Kerr Gibbs is an EIR at the University of San Francisco. Prior, Ker served as the President of the American Chamber of Commerce in Shanghai and worked in various roles giving him broad exposure to US-China relations and business issues facing American companies operating in Asia.__This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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

0:00 -- Intro.1:26-- About this podcast's sponsor: The American College of Governance Counsel.2:13 -- Start of interview.2:45 -- John's "origin story." His time at WLRK and at the SEC.4:15 -- His focus at Harvard Law School and Harvard Business School.4:39 -- About his book THE PROBLEM OF TWELVE: When a Few Financial Institutions Control Everything (2023). Publisher: Columbia Global Reports. "Around the year 2000 [Index Funds and Private Equity Funds] began a sustained takeoff and the book is motivated to tell the story of how that happened and then more importantly what's happened since 2000 with 10-15% compound annual growth every single year for both kinds of funds which is much bigger and much faster than the economy or the capital markets or corporations.""The problem of twelve is just trying to get a catchy way to get people to understand that it's not just growth, that'd be one thing, but it's concentration."11:22 -- On "What came before: the Twentieth Century's Public Company" and the rise of private markets."Actually, the public markets have gotten bigger, even though the number of companies has fallen. It's not like they're shrinking, which sometimes is the way people talk about it. But what's different is their autonomy is declining. So in 1990, the board of a public company and its CEO were the centers of power.  If anything, the CEO was probably the most dominant player and the board was kind of a check. The shareholders were kind of out there, but they really only mattered in a hostile takeover. That was it." "[By year] 2000, 2010, and definitely today what I just described is not true. Boards are now more powerful than CEOs in general. They have a greater influence over setting strategy today.""[The] power started and ended with the CEO in the boardroom. And that really has, I think, dramatically declined and continues to decline as a way of describing how the US economic system works."15:39 -- Evolution of US boardrooms since the 1970s."I think of boards as becoming more important during that period because businesses were stumbling. As long as CEOs were successful in running their empires, I don't think the pressure to provide a different governance system would have been nearly as powerful.""Jay Lorsch at HBS wrote an early study suggesting that boards really were not doing much. Jay was very much part of the movement to get boards to be more active, because he thought that was better than the alternatives of either continued stagnation in economic activity or worse solutions, which other people were proposing."20:19 -- On the impact and evolution of Index Funds."[T]he key thing is scale. It's not as if there's like 55 different index funds all competing with each other. No, there's really just a small number of families [ie. the Big Four, BlackRock, Vanguard, State Street and Fidelity] that are achieving these scale levels. So that's the basic problem of the book.""[W]hen Jack Bogle set up Vanguard, he wasn't setting out to take over half of all the stocks in the country.  It took him 30 years just to get to 2%. It's just a side effect and so the system was not designed with that kind of concentration in mind. "[W]e're now having to go through a period where we've already started and it will continue for people as these things continue to grow and get even bigger to really rethink where should the governance power sit. Should it sit, at the board? Should it sit at the fund portfolio manager who doesn't really exist in an index fund, it's just a guy who has a list? Should it sit with a corporate governance professional that the fund advisor hires, that the fund then gives the power to? Or should it be something more complicated, some set of interactions between different people over time? And I tend to think that last thing I said is the right answer, but getting exactly the solution is hard, which is why I didn't call the book The Solution to the Problem at all, because I don't really have a perfect solution."27:12 -- On the polarization of corporate governance and the ESG backlash."If it had not been climate, which is Larry Fink's, of course, major focus that generated most of the pushback, it would have been something else." "State Street a few years ago made a point of saying publicly that if the boards that they voted for were not sufficiently diverse and they had some specific criteria, they would withhold votes from the nominating committee chair. And you can see in the data, if you look at the way boards are formed, the impact of State Street's intervention."30:35 -- On the pass-through voting initiatives."If you look at the websites that BlackRock and Vanguard and State Street all have up about what they're doing, they're not really passing the votes through or even getting close to it. They're going to let their own investors once a year pick a policy from a limited menu of policies, and then they're going to look how many people pick which policy, and then that will inform how they vote. So they're keeping the votes, but they are going to let people kind of give them an indication of more or less how to vote overall. And so that's some degree of trying to address the problem of twelve.""I think in 10 or 15 years most people will do one of three things: 1) They'll let BlackRock keep voting the way they want to, with their money, and who cares? They're just not paying attention to governance, and that's their right. They can just ignore it; 2) a group of people will be pushing BlackRock to do even more of what they're doing now, to be even more green or left or however you want to think about it; and 3) there will be another group of people who'll be pulling the other way, and then BlackRock will probably be in there, be splitting their vote to some extent on some of the more high-profile issues."On Exxon's proxy fight with Engine No.1.37:28 -- On antitrust and concentration of power in index funds. "Antitrust traditionally would just look at the activity of investment as the right thing to think about concentration and not the governance impact. That's really not part of antitrust law. That's again part of why I wrote the book to get a different focus on this. [But] there are people who want to change antitrust law, they want to take concentration in governance and somehow relate it to portfolio company concentration." "There are claims for example that the index funds caused the airlines to be more collusive than they would be anyway. Or the banks or take your pick and maybe there's some truth to that but it's kind of indirect and I think it's going to take a lot of work to make that feel like you're being directly responsive to the problem and I'm not sure it'll get there in the end.""There are also people who just want to change the basic understanding what antitrust is about, introduce politics into it again, and say this is a political problem and therefore we should use antitrust. There is a lot of resistance to that."39:39 -- On the private equity industry."The biggest PE complexes not only have equity capital that they manage, they also have debt capital. And so in a difficult interest rate environment, that's a nice place to be. You have resources that you can tap on the credit side as well as on the investment side. And so I think, again, as with index funds, we're seeing greater concentration of greater growth driven by slightly different economies of scale, but I think still real, that allow the biggest players to sort of sit at the intersection of lots of different capital market activity. And that lets them leverage the information they gather across a much bigger base [and] grow faster than their competitors. I expect the big PE players are going to continue to do better than PE overall and better than the overall economy, even if they may run into some challenges in the next few years."43:05 -- On PE driving ~25% of all M&A activity. "PE complexes in a lot of ways are sort of replacing a role that banks used to play, but without any of the regulation."46:25 -- On the governance distinctions between PE-backed companies and public companies."[PE-backed boards are often] more focused and effective.""[T]he PE world by design is with almost no public disclosure. There is disclosure sometimes of some things from the PE fund or advisor to LPs [but] the information flows [generally] are quite weak. And they're weakest in some respects around conflicts, which it should be the other way around. The conflict should be the place where the people with the equity at stake ought to be told the most and yet often that's the place where the system does not, in my opinion, live up to its billing. Part of the reason for that, it's not often appreciated that most of the money in PE funds comes from other funds, meaning, and in particular comes from pension funds who are overseen by well-meaning people, who often are honest and straightforward, but frankly are not up to, in my opinion, the task of overseeing a PE complex and their advisors. There's an industry association, the ILPA, that sort of tries to help coordinate across PE fund investors, the positions they take on disclosure and conflicts."54:58 -- On SPACs."[T]here's a lot of companies right now that are going through some difficult governance challenges in the current economic environment in which the SPAC structure and the board that it brought in might be at odds with the sponsor or other people that were associated with the SPAC.""If you're on a board or advising a board of a company that's associated with a SPAC, this is the time to really lean in about your conflicts, because the conflicts are absolutely really acute right now because of the interest rate environment."*On SPAC Law and Myths (Feb 2022).56:19 -- Books that have greatly influenced his life: City of Capital: Politics and Markets in the English Financial Revolution by Bruce Carruthers (1996)Wolf Hall by Hillary Mantel (2009)Mars Trilogy by Kim Stanley Robinson (1990s)58:38 -- His mentors: Tom Noble (College advisor and History Professor)Craig Wasserman (WLRK)1:00:14 -- Quotes that he thinks of often or lives her life by: "Without contraries is no progression." [Poet William Blake]1:00:43 -- An unusual habit or absurd thing that he loves: U.S. Soccer.1:02:25 -- The living person he most admires: Tina Fey.John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. __This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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

Abby Adlerman, an expert in board oversight, accountability, risk mitigation, and strategy, discusses topics such as high-performing boards, board culture, and the importance of board committees. She also reflects on her time in investment banking, the challenges of implementing board evaluations, and the politicization of ESG in governance. Additionally, she explores the concept of single issue directors and emphasizes the impact of mentors and unusual habits. Finally, she expresses admiration for Barack Obama and Bruce Springsteen and plans for a potential meeting.

Guests include Evan Epstein, Heidi Roizen, and Dan Siciliano. They discuss topics such as the role of independent directors in venture-backed companies, fiduciary duties, conflicts of interest, and the negative impact of structured deals. They also emphasize the importance of good governance, shareholder protection, and understanding financial concepts in private company boards.

Julie Daum discusses the aging of US boards and the lack of turnover. They explore the recruitment of retired or active CEOs, the increase in directors with financial backgrounds, and the trends in board diversity efforts. They also discuss the role of ESG and the potential impact of AI on board placements.

0:00 -- Intro.1:38-- About this podcast's sponsor: The American College of Governance Counsel.2:34 -- Start of interview.3:13 -- Mauro's "origin story." 4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015).9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazil. 10:04 -- The corporate governance changes introduced by Novo Mercado (special listings segment created in Brazil in 2000).11:39 -- About the Petrobras corruption scandal ("Lava Jato" or "Car Wash"). He was the first independent director in Petrobras (2013) and they elected a second independent director in 2014. "1+1 in that situation equals 4." "The board simply did the Government's bidding." "But it's all gone now, there has been a huge backlash. There is no one in jail anymore." "Just like what happened in Italy with the Clean Hands Operation, there is a political wave of acquittals." "There was a class action settlement in the U.S. for $3.5 billion (2016) and PwC settled for $50 million (2018)."18:58 -- His joining the board of Vale (2021-2023), post Brumadinho dam disaster (2019). "I was elected to the board as part of an activist campaign, led by Capital Group." 23:28 -- On the SEC's action against Vale for greenwashing (settled in 2023 for $55.9 million). "Vale became a lightning rod and it is a rich company in a poor country and in a poor region of a poor country." "One executive of the company used the expression that was Vale is the peacock in the Favela." "[Vale] gets a lot of attention and focus and sometimes not fairly. It does some amazing things in terms of ESG." "Vale is actually an example that responsible mining is not only essential for the energy transition, but it actually can be good for the environment. But there's a lot of bad press around it."24:40 -- His take on ESG: "ESG should not be driven by rankings, reports and ratings. It must be driven by owners."28:50 -- On the ESG backlash. "Part of the problem has to do with the architecture of the institutional investors." "The productive way for investors to ensure that companies are doing the right thing is one-on-one engagements that cannot be done wholesale. It needs to be done in a more retail way. So this increases the value of specialized asset managers that have a smaller portfolio, that may or may not be called activists."32:11 -- On joining the board of Embraer. The impact of the Pandemic and 'work from home' in Brazil.34:55 -- On the evolving geopolitical landscape, China/US tensions and where Brazil stands in this picture. 39:17 -- On the role of independent directors, and evolution in Brazil in the last 20 years:"When you get into a situation like I was in Petrobras, you need to know where your red lines are and what to do when they're reached. You can fight and in some cases it may be the case that you need to leave and do a noisy withdrawal as I've done several times in my career so.""I fear that in many situations we have lots of companies reporting larger percentages of independent directors on their boards, but these are not really independent.""[You have to] be true to your values, know your red lines, but at the same time, try to work with people. And some things will not be the way you want. So a director who simply says no when the board goes in a way that he or she doesn't agree with is not going to be productive.  So you have to, in Brazil we say we need to swallow some frogs every once in a while. You just have to watch out to make sure what are the sizes of frogs that you can swallow to make it for productive mandate on the board, but at the same time not compromising your values."43:44 -- On the question of single issue directors. "I think it's a big mistake for a number of reasons. First, because it's not enough space for all the issues to be on the boards. The other problem is that if you have a specialist on the board, say in cyber security, every time the issue of cyber security comes up, everybody will look at this guy and say, whatever he or she is telling us to do, you're outsourcing your fiduciary duty, which is terrible."45:45 -- "Brazil today has very different companies. This means that the governance structure for each one of them has to be different. And we have to understand, it's case by case, and we need to build the governance structures that are adequate to each company." "I think when we think about ESG, we're really talking about E&S, and people are forgetting the G. The G is what gets E&S done. E&S without the G is greenwashing."47:49 -- Book that has greatly influenced his life: Atlas Shrugged by Ayn Rand (2003)48:00 -- His mentors, and what he learned from them: André Jacurski and Paulo Guedes (founders of Banco Pactual).48:33 -- Quotes that he thinks of often or lives his life by: "We didn't come this far just to come this far"48:50 -- The living person he most admires: Bill Gates.Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. __This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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

Brian Stafford, CEO of Diligent, discusses topics such as governance oversight, the new Diligent One Platform, his book on governance in the digital age, ESG and its ties to company strategy, and the distinctions between public and private equity-backed boards.