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Boardroom Governance with Evan Epstein

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Feb 1, 2023 • 52min

Mario Mancuso: Geopolitics, National Security and Strategy in the Boardroom.

0:00 -- Intro.1:42 -- Start of interview.3:31 -- Mario's "origin story". 9:25 -- The origin, evolution and impact of CFIUS. "The (regulatory) process is the bottle, national security is the wine." The driver of CFIUS is national security.13:11 -- On the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). 18:18 -- His recommendation on how boards should think about CFIUS matters.  His book: "A Dealmaker’s Guide to CFIUS: Answers to Common Questions from Boards, Bankers and Investors." 21:40 -- On the new CFIUS Enforcement Guidelines (Fall 2022). "Since FIRRMA, CFIUS has been significantly resourced by the U.S. Government and today there is an independent office within CFIUS that is entirely focused on transactions that were not notified to the Committee." (see CFIUS annual reports to Congress). There are hundreds of transactions reported per year at this stage.25:58 -- The proposed outbound investment screening regulatory framework. "[It may impact] a U.S. person sitting in a Chinese board (for example)." "The U.S. has jurisdiction over U.S. capital, U.S. persons, U.S. technology, etc and the U.S. wants to slow down adversary countries." "We will know a lot more about this framework by the end of February 2023 when the report comes out."29:47 -- On the different approaches to industrial policies by China and the U.S. The Chips and Science Act and IRA Act of 2022.36:36 -- On how boards should consider geopolitical risks and opportunities ("how to optimize outcomes"): Three questions to consider: 1) The U.S.- China relationship, 2) What the US is doing with its allies / What China is doing with its allies, and 3) What are national governments doing to independently enhance their own sovereignty and security resilience.39:17 -- On US jurisdiction over U.S. foreign-listed companies. Example of Canada ordering divestment from Chinese investments in Canadian lithium companies.43:30 -- Final thoughts for directors on geopolitics and national security issues. 44:24 - The books that have greatly influenced his life: Moby Dick, by Herman Melville (1851)The Closing of the American Mind, by Allan Bloom (1987)45:56 - His mentors, and what he learned from them. Donald Rumsfeld (former U.S. Secretary of Defense)Aviva Diamant (retired, Fried Frank)Norm Augustine (former Chairman and CEO of Lockheed Martin)48:20 -  Quotes he thinks of often or live his life by. From his mother "This is the day the Lord has made; let us rejoice.” (psalms)49:05 - An unusual habit or an absurd thing that he loves: early rising and journaling at a coffee shop or diner.50:06 - The living person he most admires: his dad.Mario Mancuso is a Partner of Kirkland & Ellis and leads the firm’s international trade and national security practice. A former senior member of the President’s national security team, Mario provides strategic and legal advice to companies, private equity sponsors, and financial institutions operating or investing across international borders.__ You can follow Mario on social media at:Twitter: @MancusoOnlineLinkedIn: https://www.linkedin.com/in/mariomancuso/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Jan 23, 2023 • 43min

Joe Grundfest: 2022 in Review and Governance Trends for 2023.

0:00 -- Intro.1:50 -- Start of interview.4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations.6:59 -- On tech layoffs. "The effects on the labor market are not as large as the numbers suggest."8:34 --  The impact of downturn on public and private investors.10:07 -- On AI, ChatGPT and the emergence of this new technology.12:45 -- On the crypto industry and its regulation challenges. "There is going to be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."20:01 -- On the SEC’s proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."33:30 -- The best corporate governance trend of 2022: boardroom diversity.34:13 -- The worst corporate governance trend of 2022: the political whiplash.34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year. Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Jan 5, 2023 • 1h 4min

Peter Gleason: "We Look at Board Directorships as a Profession with Accountability and Expectations."

0:00 -- Intro.1:31 -- Start of interview.1:57 -- Peter's "origin story". 2:40 -- His career prior to NACD, including at Institutional Shareholder Services (ISS).  Peter joined NACD in 2000.4:52 -- On the origin and mission of the National Association of Corporate Directors (NACD). Founded in 1977 by John Nash. Today the organization has grown to 23,000+ members. 7:02 -- About the NACD Directorship Certification (created three years ago). About 2,800 candidates have registered, and about ~1,100 have graduated with the certification.10:38 -- On the evolution of corporate governance in the last 30 years from his vantage point. “Everything has changed [about boards] – it used to be more of an honorary position, we look it now as a profession with accountability and expectations.” The precedent of the ISS corporate governance quotient (CGQ).14:36 -- About NACD’s Future of the American Board Report: A Framework for Governing into the Future. 20:07 -- On NACD's Summit 2022 and lessons from 2022 from a corporate governance perspective. The impact of the pandemic and getting back to in-person events.24:29 -- About NACD's 20 chapters throughout the US. Mostly in "NFL cities."27:53 -- On ESG and the anti-ESG trend and the politicization of corporation governance.30:30 -- On Institutional Investors passing-through voting power to beneficial owners, retail investors and the Universal Proxy Rule. A revolution in shareholder democracy?41:01 -- On the increasing influence of private markets and its corporate governance implications. "From NACD's 23,000 members, about 8,000 are directors of private companies." There is a lot of informationsharing between public and private company directors.43:49 -- On the challenges of founder-led private companies. The case of FTX.47:20 -- On dual-class share structures (supermajority voting structures). "The NACD doesn't have an official position." The example of Meta and Mark Zuckerberg. On the role of the board in non-profits. "I always recommend to go get a few independent directors for boards, because they will tell you what they are thinking (unvarnished opinions) but you have to listen to their independent advice."52:10 -- Focus on social issues (pressure on CEOs speaking out). The framework that CEOs and boards must use to communicate their positions.55:39 - The books that have greatly influenced his life: Good to Great, by Jim Collins (2001)To Kill a Mockingbird, by Harper Lee (1960)The Industries of the Future, by Alec Ross (2016)57:17 - His mentors, and what he learned from them. His parents.Ken Daly, former CEO of NACD from 2007-2017.Ira Millstein59:32 -  Quotes he thinks of often or live his life by. "If at first you don't succeed, try, try again." (from his parents)"It ain't about how hard you hit. It's about how hard you can get hit and keep moving forward." Rocky Balboa."Man in the Arena" by Teddy Roosevelt (1910).1:00:59 - An unusual habit or an absurd thing that he loves: he watches TV to unwind (noise in the background).1:01:52 - The living person he most admires: his mother and his wife.Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD).__ You can follow the NACD on social media at:Twitter: https://twitter.com/NACDLinkedIn: https://www.linkedin.com/company/national-association-of-corporate-directors/YouTube: https://www.youtube.com/user/NACDVideos1__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Dec 26, 2022 • 58min

Lydia Beebe: On Corporate Secretaries and the Evolution of Corporate Governance.

0:00 -- Intro.1:40 -- Start of interview.2:25 -- Lydia's "origin story". 3:35 -- On her career at Chevron, particularly as Corporate Secretary and Chief Governance Officer. She was the first woman elected Officer at Chevron.7:22 -- On board agendas.10:28 -- On how the Corporate Secretary and Chief Governance Officer roles have evolved in U.S. public corporations. 13:56 -- Her personal path to corporate board memberships.[14:36] HCC Insurance Holdings (acquired one year after she joined)[15:19] Aemitis, a renewable fuels and biochemicals company that commercializes innovative technologies to replace traditional fossil fuels.[17:05] Kansas City Southern Voting Trust, a cross-border freight railway company.[19:30] EQT Corporation, a natural gas producer energy company. *She joined the board as part of the dissident slate of shareholder activists.24:36 -- On the evolution of shareholder engagement in large U.S. public corporations.29:46 -- Lessons from the Exxon proxy fight with Engine No.1.32:39 -- On ESG and the anti-ESG trend and the politicization of corporation governance.36:28 -- On board evaluations.43:30 -- On board committees. 47:22 -- On the FTX collapse and its lack of a board and governance generally.49:25 - The books that have greatly influenced her life: The Autobiography of Eleanor Roosevelt, by Eleanor Roosevelt (1961)50:11 - Her mentors, and what she learned from them. "You've got to have a board of mentors."53:34 -  Quotes she thinks of often or live her life by. "It's 25% the decision you make and 75% what you make of the decision."54:10 - An unusual habit or an absurd thing that she loves: She's a big KU Jayhawks fan, plus a Peloton user/fan.55:37 - The living person she most admires: Volodymyr Zelensky (also Liz Cheney and Henry Kissinger).Lydia Beebe is a public company corporate director and currently serves as Principal of LIBB Advisors LLC, a corporate governance consulting firm. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer, from 1995 to April 2015. She previously was Co-Director of Stanford Institutional Investors’ Forum and Senior Counsel for Wilson Sonsini Goodrich & Rosati P.C. __ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Dec 19, 2022 • 54min

Bob Zukis, CEO of the Digital Directors Network: On Cybersecurity in the Boardroom.

An interview with Bob Zukis, CEO of Digital Directors Network, delving into cybersecurity governance in the boardroom. Topics include digital value for corporate boards, leading cyber governance practices, criteria for a digitally savvy director, and the placement of cybersecurity in board committees. Insights on the impact of globalization, cybersecurity threats, and the importance of cybersecurity expertise in corporate governance.
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Dec 12, 2022 • 49min

Mary Cranston: "A Good Strategic Lawyer Should Be a Requirement on Every Board."

0:00 -- Intro.1:34 -- Start of interview.2:28 -- Mary's "origin story". About her legal career at Pillsbury Winthrop Shaw Pittman LLP. On the influence of Toni Rembe on her board career.  9:13 -- On her transition to a board career, and lawyers as corporate directors. "Boards have prejudice against putting lawyers on boards. I think that is wrong and extremely short sighted [But I think we are starting to see a real trend of more lawyers on boards.]" The ABA and Catalyst's DirectWomen Initiative (its mission is to increase the representation of women lawyers on corporate boards.)11:57 -- On the evolution of gender diversity at law firms. "I see progress, but probably not as fast as the most enlightened corporate environments."13:49 -- On boardroom diversity. "In America we have a cultural norm against quotas." 19:01 -- On the evolution of shareholder engagement and the empowerment of corporate directors.22:24 -- On the shareholder and stakeholder governance debate [BRT restatement of the purpose of the corporation 2019] "I've always thought that this was a little bit of a circular tempest in a teapot because in my mind companies need to be run for the medium to long-term interest of the shareholders."24:23 -- On ESG and the latest "anti-ESG" trend.25:45 -- How should [technology company] boards approach the current downturn.29:46 -- On supervisory boards in Europe and the advantages (flexibility) of US corporate governance standards.32:27 -- On tech companies staying private or going public. "There is a fair legitimate bias against going public now."  "We've got to be clear on whether some of our regulation of public markets is worth the candle." "[But] the American economy [to be the dominant force in the world] needs both the public and private markets."36:23 -- On private equity boards. [For extra background, see Boards 3.0 by Profs Gilson and Gordon]40:07 -- On founder-led companies and the practice of dual-class share structures.41:35 -- Her pitch for more lawyers on boards: "Lawyers are often phenomenal directors." "A good strategic lawyer should be a requirement on every board [but that's not how the current board world sees it]."44:47 - What books have greatly influenced your life: Good to Great, by Jim Collins (2001)Start Where You Are, by Pema Chodron (2001)46:01 - Who were your mentors, and what did you learn from them?Her mother and sister.Toni RembeMargaret Gill46:43 -  Are there any quotes you think of often or live your life by? "Don't believe your thoughts until you really look at them."46:53 - An unusual habit or an absurd thing that she loves: meditation (she's been doing it for 40 years)47:46 - The living person she most admires: "A group: the women who were first into their professions"Mary Cranston is a seasoned corporate director and attorney. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards. __ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Dec 5, 2022 • 1h

Insights from Silicon Valley: Who’s Up, What’s Down & Why it Matters.

0:00 -- Intro [Evan Epstein]1:30 -- Intro [David Beatty]3:50 -- Start of interview.4:55 -- Discussion on unicorns. [see research on unicorn exits]. 9:17 -- On the rise of private markets.11:57 -- On startup governance.15:31 -- The importance of governance in downturns (in contrast to bull markets).16:32 -- Elon Musk and his companies.18:42 -- On layoffs in the tech industry this year.20:05 -- How boards are adapting to the "digital tsunami" (board composition: age, 'tech savvy' directors, etc).23:21 -- On cybersecurity in the boardroom.29:00 -- On the surge of the electric vehicle (EV) industry and the IRA Act. Geopolitics and supply chain divestment from China. 36:26 -- The impact of the pandemic in Silicon Valley, particularly on remote work and tech migration. An opportunity for Canada.38:36 -- On Sam Bankman-Fried (FTX collapse). 41:15 -- Innovation by large established tech companies vs entrepreneurs/startups. Zero to One and The Power Law books.46:34  -- On dual-class share structures.50:58  -- On climate tech and Silicon Valley. 53:39  -- B-corps and public benefit corporations. [You can also check out E14 with Frederick Alexander on this topic]56:37  -- On ESG and shareholder activism. The Exxon Mobil proxy fight. The "anti-ESG" movement in the US (for example: Florida pulling $2B from BlackRock in largest anti-ESG divestment)58:23 - Final words.__David R. Beatty is a Professor at Rotman School of Management at the University of Toronto and the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation.You can find a video recording of this event [for a limited time] in this link.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Nov 28, 2022 • 1h 16min

Bill McNabb: Talent, Strategy and Risk. How Investors and Boards Are Redefining TSR.

(0:00) Intro(2:21) Start of interview.(3:14) Bill's "origin story"(6:57) On why he joined Vanguard in 1986, and what makes the company so special. "Intellectual rigor of Wall Street with mid-western values."(10:30) On Bill's board career. He first joined the Philadelphia Zoo (he stepped down this summer after 16 years) and currently serves on the boards of UnitedHealthcare Group and IBM, plus other PE and VC-backed companies and non-profit boards. The connection between public and private boards.(13:03) On his book Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR and what made him write it. The early governance stewardship by Vanguard (Jack Brennan's letter to 450 CEOs in 2002 laying out Vanguard's governance expectations on governance matters). The Common Sense Governance Principles (2016). His work with the Raj & Kamla Gupta Governance Institute at Drexel University, where he met his co-authors Ram Charan and Dennis Carey.(17:13) On shareholder engagement and why directors should understand their investor base. Traditionally, the only times there would be shareholder engagement was when an activist would get involved (and how their role has evolved), and with say-on-pay. The role of permanent capital (index funds).(21:21) Why some of the best-run public companies operate with a private company mindset. Some advantages of private equity boards.(26:51) His take on dual-class stock structures. The good and the bad. "But making them permanent is a mistake."(29:30) The focus on Talent, Strategy and Risk (TSR) in his book:(30:06) How to think about Talent.(31:58) How to think about Strategy. "Being agile around strategy is really important"(35:20) How to think about Risk. Example of cybersecurity.(38:46) On creating a capable board: board composition and expertise. "Having a couple of former CEOs serve on a board is very valuable.""You've got to push back on the over reliance of expertise, for an example, if you have a cyber expert who only knows about cyber, they will not add much more value to the board.""Having some domain expertise in the particular business area of the company is very important."(45:59) On the work and focus of board committees: "Talent, Comp and Execution Committee" & "Strategy and Risk Committee."(48:43) On the rise of Chief Human Resources Officers (CHROs). Talent and culture is critical. It has become a strategic function more than just an administrative function.(52:14) On how to reduce the information asymmetry between management and the board. The Netflix case study by Larcker & Tayan (2018). "This is where having a couple of domain experts on your board is important because they can at least open some doors and give ideas to pursue." You need to be creative and bring in experts to present to the board (example: cybersecurity, geopolitics, activists, buy-side analysts, venture-capitalists, etc).(56:52) On the new trend of large institutional investors delegating voting power to beneficial owners. "If you delegate to sovereign wealth funds or large pension funds who have staffs that can vote in a thoughtful way I see no problem with that. But the problem is delegating to individual investors (99.9% will not vote and the proxy advisors will determine how this is all done [and I don't think they do a great job.]" "I'm glad that Vanguard does the voting with its long-term value creation approach."(01:01:28) His take on ESG, and the distinction between shareholder and stakeholder value. The pushback from governments failing on some large macro issues, asset managers seeking new fees, and its politization. "ESG is just a subset of the shareholder and stakeholder debate." The 'E' in ESG is the most complicated because it is so tied to these very specific climate goals. I think that this is a reaction to the fact that governments have not been able to come to any agreement on some of these issues, and I'm skeptical that companies can achieve some of these goals. It's going to be very difficult for companies to manage their businesses accordingly."(01:07:16) The books that have greatly influenced his life: The Leaves of Grass, by Walt Whitman (1855)The Odyssey, by Homer (8th century BCE)Mindset, by Carol Dweck (2007)(01:10:22) His mentors, and what he learnt from themHis rowing coach after College. ("always demanding excellence")Jim Gately (formerly with Vanguard)Jack Brennan (ex CEO Vanguard)(01:13:23) The quotes he thinks of often or lives his life byTwo last lines of Invictus poem: "I am the master of my fate, I am the captain of my soul."(01:14:02) An unusual habit or an absurd thing that he loves: Analog and Asimov's Science Fiction magazines.(01:14:39) The living person he most admires:Warren Buffett, on the business side.Tony Blair.Condoleeza Rice (maybe his favorite interview ever)Bill McNabb served as chairman of Vanguard from 2008 until his retirement in 2018 and served as CEO from 2008 to 2017. He is a corporate director of UnitedHealth Group and IBM. Bill also serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia University and is also a board member of CECP: The CEO Force for Good. 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
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Nov 21, 2022 • 60min

Susan Angele and Stephen Brown: Insights from the KPMG Board Leadership Center.

0:00 -- Intro.2:09 -- Start of interview.2:54 -- Susan's "origin story". 4:18 -- Stephen's "origin story". 6:24 -- The origin and mission of the KPMG Board Leadership Center. It started with the Audit Committee Institute in 1999.12:12 -- The progress on board diversity and onboarding insights for new directors. Example: Board Readiness Program from LCDA. "Two important elements for new directors to think about: 1) to deeply understand the role of the board and how that differs from management, and 2) to deeply understand what the company needs and what is the value that the director adds that no one else either on board or management is currently providing."14:07 -- The path to the board and director performance. In Fortune 500 companies and beyond.19:19 -- Board oversight on climate change. In this NACD’s Governance Challenges report, Susan Angele offers areas for focus and questions to consider as boards enhance their governance to integrate climate change issues into risk, strategy, culture, values, and relationships with stakeholders.24:54 -- On whether "climate change" experts will be recruited for corporate boards.27:53 -- Lessons from the 2022 Proxy Season on ESG. To help boards understand and shape the total impact of the company’s strategy and operations externally—on the environment, the company’s consumers and employees, the communities in which it operates, and other stakeholders—and internally, on the company’s performance, KPMG offers a five-part framework: 1) Level Setting, 2) Assessment, 3) Integration, 4) Stakeholder Communications, and 5) Board Oversight.31:48 -- On the "anti-ESG" trend. "You have to recognize the political play on this."36:15 -- How should CEOs and boards approach the "S" in ESG, particularly regarding employee and social matters. From Edelman data: "Employees really want to be engaged in these issues."42:38  -- On BlackRock (and other institutional investors) stating that a new era of “shareholder democracy” is coming with technology increasing voting power and expanding voting choice for investors (see BlackRock's Voting Choice). Thoughts on this trend: "this is an issue of concentration of power." The proposed Investor Democracy is Expected (Index) Act.48:27  -- Final thoughts and recommendations for current and aspiring directors: "The job of a director is tougher than it was 20 years ago, but what we know from evidence today is that it is still a pretty good and important job (people are not leaving it)."50:18 - What are the 1-3 books that have greatly influenced your life: Stephen:I Came As A Shadow, Autobiography of John Thompson with Jesse Washington (2020)The Secret Lives of Church Ladies, by Deesha Philyaw (2020)Susan:Unsafe at Any Speed, by Ralph Nader (1965)The Silent Spring, by Rachel Carlson (1962)The Nancy Drew Mystery Stories.53:44 - Who were your mentors, and what did you learn from them?Stephen: Mom & Dad.Susan: her corporate governance mentor, Ann Mulé (ex corporate secretary at Sonoco, now at the University of Delaware).54:50 - Are there any quotes you think of often or live your life by? Stephen: "I always tell directors that one of the most powerful questions that you can ask is 'why' and 'how do you know'." [to practice cooperative skepticism]Susan: "The future is already here, it's just not evenly distributed" [William Gibson, The Economist 2003] "There is a special place in hell for women who don't help other women" [Madeleine Albright]56:03 - An unusual habit or an absurd thing that they love: Stephen: College sports.Susan: British royalty.58:12 - The living person they most admire:Stephen: his wife.Susan: Volodymyr ZelenskySusan Angele and Stephen Brown are Senior Advisors of the KPMG Board Leadership Center.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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
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Nov 14, 2022 • 59min

Henry Sanderson: Volt Rush, the Winners and Losers in the Race to Go Green.

0:00 -- Intro.2:10 -- Start of interview.3:00 -- Henry's "origin story". His other book "China's Superbank: Debt, Oil and Influence - How China Development Bank is Rewriting the Rules of Finance") (2012)5:03 -- His current role at Benchmark Mineral Intelligence.6:09 -  The origin of his book Volt Rush: The Winners and Losers in the Race to Go Green (2022).10:09 --  On the new battery age and the origin of lithium-ion batteries for EVs.12:53 -- On Contemporary Amperex Technology (CATL) and its founder Robin Zeng.18:34 -- On the Chinese lithium industry and its champions Ganfeng Lithium and Tianqi Lithium. "They had a golden period where they could pick up assets globally, but now the West is catching up." Example: Government of Canada orders the divestiture of investments by foreign companies in Canadian critical minerals companies.21:10 -- About Tianqi's $4bn acquisition of SQM's stake in Chile. [Disclosure: I wrote about this case in 2018 here, here and most recently in my latest newsletter, here.] On the future of the Lithium Triangle (Chile, Argentina and Bolivia) for the global lithium supply chain. The unclear future of lithium in Chile, the government has hinted on the creation of a new Chilean national lithium company. "It's a once in a 100-year opportunity, are they just going to sit back and lose out on market share? This opportunity does not come very often."27:09 -- On the new US industrial policy to foster the EV and battery industry (and divest from China). The Bipartisan Infrastructure Law, CHIPS & Science Act, and the Inflation Reduction Act (“the single largest investment in climate and energy in American history”) combined will invest more than $135 billion to build America’s EV future, including critical minerals sourcing and processing and battery manufacturing. The impact for the global supply chain, particularly in Latin America, Africa and rest of the world.33:03-- On geopolitics, ESG and sustainability of the global battery supply chain and EVs generally. The problem of greenwashing. Amnesty International's report on Cobalt in Africa (2016) "This is What We Die For" (on human rights abuses in the Democratic Republic of the Congo and the global trade in Cobalt). "Chinese consumers are also getting more environmentally conscious."38:02  -- On the challenges of the energy transition from ICE vehicles to EVs. The importance of renewable energy. "Clean energy clusters will become very important."40:09  -- On energy security, cleaner battery producers (example Northvolt from Sweden), the rise of Gigafactories, the shift to EVs from global OEMs (A Reuters analysis of 37 global automakers found that they plan to invest nearly $1.2 trillion in electric vehicles and batteries through 2030) and the future of jobs in this industry. "Vehicle manufacturing employment, which stands at 13.6 million globally, already employs 10% of its workforce in the manufacture of EVs, their components and batteries." (see IEA world energy employment report). "It is a race for the jobs of the future, and that's where the West has lost out. That's what making this industry so critical." "But the West will definitely catch up, I'm very optimistic about the U.S."46:03 -- On whether the U.S. will encourage more mining in the US to bridge this gap. "The mining industry has not done a good job at convincing the public that this is what is needed. People who support clean energy find it hard to support mining. That's the crux of the issue."48:14 -- On Tesla, and whether they will move upstream in the supply chain with more refining or mining. And their China operations and supply chain dependence.53:19 -- The 1-3 books that have greatly influenced his life:The Quiet American, by Graham Greene (1955)Books by Somerset MaughamDeng Xiaoping and the Transformation of China, by Ezra Vogel (2011)Other books he recommends on the battery global supply chain:Bottled Lightning: Superbatteries, Electric Cars, and the New Lithium Economy, by Seth Fletcher (2011)The Powerhouse: America, China, and the Great Battery War, by Seth Levine (2016)The Shadows of Consumption: Consequences for the Global Environment, by Peter Dauvergne (2008)55:28 -- Who were your mentors, and what did you learn from them? Michael Forsythe, now with the NYT. When he was in China working for Bloomberg, working with investigative journalists.56:23 -- Are there any quotes you think of often or live your life by? "Sooner or later...one has to take sides – if one is to remain human." by Graham Greene.57:18 --  The person he most admires: Greta Thunberg.Henry Sanderson is a journalist and author of Volt Rush, the Winners and Losers in the Race to Go Green. He's currently an Executive Editor at Benchmark Mineral Intelligence, the leading provider of data and information on the battery industry. Before that he covered commodities and mining for the Financial Times for seven years in London. He was previously a reporter for Bloomberg News in Beijing, where he co-authored a book about China's financial system and state capitalism, China's Superbank. He grew up in Hong Kong and lived and worked in China for seven years.  __ You can follow Henry on social media at:Twitter: @hjesanderson__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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 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

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