0:00 -- Intro.2:08 -- Start of interview.2:45 -- Alison's "origin story". 5:07 -- Her experience in management consulting with McKinsey & Co and Kearney.5:49 --  Her experience as CFO at Barclays Global Investors (now BlackRock) and with private equity as the managing director of Belvedere Capital, focused on investing in US banks and financial services firms. The challenges of banking post-financial crisis and Dodd-Frank (2010).9:26 --  Her pivot to fintech and blockchain investing. Since 2014 she's been investing in crypto. She co-founded Blockchain Coinvestors with her husband Mathew Le Merle.11:57 -- Her take on the future of blockchain "I think that it's completely inevitable that fully digital assets and fully digital payments are coming, it's just a matter of time [but timing is everything if you're an investor]." "There is no doubt in my mind that blockchain technology is a massively important component of the next generation of our global digital economy." "We will have fully digitally enabled payment and assets as part of our next generation web [some referred it as Web 3.0]."13:38 -- On her experience with public company board service. Her first board was in 1998 with Dispatch Management Services Company [Founded in 1994 by Linda Jenkinson and Greg Kidd. DMSC was a publicly traded company that handled point-to-point delivery services]. At the time she was CFO at BGI. Since then, she has served on 22 corporate boards, over half of them public companies, the others in private companies. "It's been fascinating and I really enjoy [this work] enormously."16:51 -- In 2011 she was invited to join the board of the Royal Bank of Scotland. That was her introduction to U.K. corporate governance. She was on the board for 9 years, because there are term limits in the U.K. [after 9 years, a director is no longer considered 'independent'].20:25 -- On dual-class share structures adopted in the UK (against the long standing "one share, one vote" principle).21:24-- On the role of the board in strategy and innovation. "When public companies lose a lot value, 80% of the time it's because of strategy missteps."25:51  -- How should boards deal with crisis management. "From the crisis that I've experienced as a director, ~40% of them have been due to exogenous factors, and ~60% have been due to self-inflicted wounds (such as bad culture, personality clashes, single person failure, etc)." In the latter case, a lot of them could have been spotted earlier by a really engaged board that was connected enough to the company to understand that these things were arising."28:21  -- On whether having more inside (executive) directors on boards impacts at all the governance of the company.29:54 -- On the idea of having employee representatives on corporate boards of directors. "We explored this seriously at RBS, but we decided instead that a sub-committee of the board spend time on 'employee listening sessions' and we created a workers' council to connect on these matters." "I think that U.S. boards could really benefit from more listening sessions with key stakeholders."32:47 -- On the evolution of sustainability and ESG. Her experience with Barclays Global Investors, and the vision of then CEO Patty Dunn, who questioned the idea of companies having great short term value but leaving a wake of damage that later society and/or tax payers had to pay. She posited having a more active role as stewards of long term capital for a more sustainable future. The case of RBS, going from darlings of Wall Street to almost the world's biggest bank failure. "That was a wake up call." "I am a big fan of ESG broadly defined." "I am really excited that [big institutional investors] have leaned in and are tipping this discussion."38:58 -- On the growing influence of large institutional investors in corporate governance: "The [beneficiaries of large index funds] do not want short-term high profit at long-term costs to the economy and people's lives." "I'm very supportive of large institutional investors focusing on broader societal issues and the health of capitalism." "Can capitalism retain the trust of the people that live in a capitalist system?" "I mean, you could democratize the whole thing and say everyone has a vote but your average person is not investing the time to get really educated on these issues."41:35 -- On the books that she's co-authored with her husband Matthew Le Merle: Build your Fortune in the Fifth Era,Corporate Innovation in the Fifth Era,Blockchain Competitive Advantage, andThe Intelligent Investor – Silicon Valley.44:55 -- No specific books "that have changed her life", but she's a big reader of The Economist.45:42 -- Who were your mentors, and what did you learn from them? Patty Dunn, ex CEO of BGI. "She touched my heart, as well my [mind]. She was a great leader and was very inspirational."Ross McEwan, ex CEO of RBS47:26 -- Are there any quotes you think of often or live your life by? From Desiderata (1927): "With all its sham, drudgery and broken dreams, it is still a beautiful world. Be cheerful. Strive to be happy." 48:32 --  An unusual habit or an absurd thing that you love: "Making jam with my husband, we make a killer Lemoncello and apricot jam"!49:14 --  The person(s) she most admires: entrepreneurs from the Renaissance Entrepreneurship Center (she's a board member of this organization).Alison Davis the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at Silicon Valley Bank, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter.__ 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

0:00 -- Intro.1:38 -- Start of interview.2:06 -- Nora's "origin story". 4:33 -- How she got started on her board journey. 6:25 --  The distinctions between serving on advisory boards and private venture-backed company boards.11:27 --  On serving on non-profit company boards. Nora has served on the boards of NACD, YWCA of Silicon Valley and the Anita Borg Institute.13:50 -- On serving on private equity (PE) backed company boards. *Prof Ron Gilson's article on Boards 3.0.16:34 -- On serving on public company boards. The evolution of shareholder primacy vs stakeholder capitalism.18:05 -- Distinctions between serving on U.S. boards vs international boards. "The 'what' is very similar or the same, however the biggest distinction is the 'how'." "When I started on my first board in Europe 10 years ago there was a strong focus on 'double materiality' (a more stakeholder driven approach) which was not discussed on US boards." Nora currently serves on boards of Ericson and SUSE Linux. Thoughts on employees serving on boards.23:17 -- The new NACD report "The Future of the American Board" (released on Sept 27, 2022). Nora served as one of the Commissioners for this report. "This initiative was created to reassess and, where needed, redefine the effectiveness of the board in response to the seismic societal, economic, technology and climate changes affecting business. "NACD established a diverse, influential group of directors and notable governance practitioners drawn from the investor, regulatory and academic communities to issue guiding principles that will help boards achieve high performance in a much more turbulent future."26:21 -- Why all the principles flow from Principle #1: Corporate Purpose. "Shareholders are value based, not values based." "The noise is in the media."34:02  -- Thoughts on founder-control and dual-class share structures in tech companies. "It serves a purpose at a certain time, but once you meet a threshold is it really that important? It's not one-size-fits-all. Maybe it's milestone-based or time-based sunsets." *CII's "reasonable 7-year sunset provision" position.38:53  -- On the rise of ESG and more recent "anti-ESG" movement.  "The investors are doing what's right in the long term, and I think it will prevail in the long term." 41:51  -- On the growing influence of large institutional investors in corporate governance. "Communication [both during and outside the proxy season] is the key, these investors (and the companies) are rational."44:05 -- On the evolution of boardroom diversity. "Europe took the lead with quotas, and their representation of women on boards was surpassing the U.S." "This year about 500 board positions opened up and ~50% went to diverse (gender and minorities) candidates." "Boards are valuing heterogeneous composition."46:29 -- The books she recommends: Factfulness, by Hans Rosling, Anna Rosling Rönnlund and Ola Rosling (2018)Talent, Strategy, Risk, by Dennis C Carey, Bill McNabb and Ram Charan (2021)NACD's "The Future of the American Board" (2022)47:25 -- Who were your mentors, and what did you learn from them? Lynn M. Yates, her first mentor at IBM.48:19 -- Are there any quotes you think of often or live your life by? "Everyone dies, but not everyone Lives" (you want to Live with a capital L)50:23 --  An unusual habit or an absurd thing that you love: "I'm extraordinarily talented at finding things that I'm not extraordinarily talented at." 52:55 --  The person(s) she most admires: after pandemic, the front line workers.Nora Denzel is a Silicon Valley technology executive who has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.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

0:00 -- Intro.1:28 -- Start of interview.2:04 -- Louis's "origin story". 4:14 -- His current role at Foley & Lardner.5:48 -- On the question of "compromised independent directors." Reference to the Delaware case Goldstein v. Denner.10:25 -- The higher scrutiny over independent directors in this downturn (particularly on M&A, downrounds and recaps).14:22 -- How venture terms have changed in this environment. From "founder-friendly" to "investor-friendly." Supervoting shares, liquidation preferences and participation rights.20:39  -- How should (independent) directors handle "empowered" founders or CEOs. "It all happens outside of the boardroom and its absolutely about relationships."24:44  -- On the rise of ESG. "[Almost every VC termsheet] will now include a requirement to adopt a ESG policy." "It is indisputable and undeniable that this movement is very strong."29:28 -- The increasing political pressure on management and boards. "Irrespective of politics, the single largest pressure that exists for CEOs and investors is the financial performance of the company."31:53 -- What should directors be considering in this environment. "How to adjust in the face of different multipliers applied to revenues" and "increased risk of failing to meet the financial targets that were set out." 37:23 -- On the crypto regulatory landscape. "The meltdown of crypto prices was triggered by three big drivers: 1) interest rates (macro environment pushed capital away from riskier assets), 2) the crash of Terra/Luna stablecoin, and 3) enforcement actions from the SEC (whether tokens are securities is still not a settled question). On the plus side, Ethereum's Merge and Surge (next year). "The digital markets are here to stay."42:34 -- What are the books that have greatly influenced your life: The Pilgrimage, by Paulo Coelho (1987)44:43 -- Who were your mentors, and what did you learn from them? Father James V. Schall (Professor at Georgetown University)45:50 -- Are there any quotes you think of often or live your life by? "Think for yourself to decide 1) what you want, 2) what is true, and 3) what you should do to achieve #1 in light of #2." Ray Dalio.47:10 --  An unusual habit or an absurd thing that you love: to garden.47:58 --  The person he most admires: his mother.Louis Lehot is a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. He focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. __ You can follow Louis on social media at:Twitter: @lehotlouisLinkedIn: https://www.linkedin.com/in/louislehot/__ 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

0:00 -- Intro.1:30 -- Start of interview.2:27-- Claudia's "origin story". She was born in Taiwan and grew up in Brazil. She came to the US after college. She studied CS and later went to work for IBM, where she had a 30 year career including founding the firm's Venture Capital Group. Post IBM, she joined NEA as a venture advisor, and has served on several corporate boards.8:31 -- On the evolution of corporate venture capital (CVC) at IBM, and the industry generally. In 2012, she was the first CVC partner to join the board of the NVCA.11:54 -- How CVC investors fit in the boardroom of venture-backed companies ("usually via board observer seats").15:40 -- How should boards approach the current downturn.19:15  -- On Silicon Valley's "growth at all costs" mantra.  "It's a phenomena of too much money in the market."23:32  -- On supermajority voing stock and founder control. "VCs don't build companies, founders do." 29:25 -- The role of the board in strategy and innovation. "The strategy is owned by management, the board's role is to continuously help calibrate that strategy."33:22 -- The oversight duties of directors relating to cybersecurity. "We can't throw enough money at it."36:31 -- On the evolution of ESG. "It started with very positive tones where everyone was supporting it." "Good companies can do both: good financial results and good corporate social responsibility." ("this is not a new phenomenon").39:40 -- On stakeholder governance. "I don't know who influenced who" in connection with Hubert Joly, former Chair and CEO of BestBuy (where she serves as a board member.) [Check out this interview that I did with Hubert Joly for the Sciences Po American Foundation in 2021]. "Great companies like IBM have held up its cultural values consistently for a very long time."41:38 -- On the evolution of boardroom diversity. "The board's role is to ask questions to really challenge management to think outside of the box." "Diversity of gender, life experience, expertise or age [is critical for this purpose]." "The California boardroom diversity policies set up momentum that have helped improve people's ability to think outside of the box in terms of board composition. Hopefully this continues to happen without the need to have these laws in place."44:26 -- How directors should think about geopolitical risks in the current environment. "You have to have a very strong local team." "The risk is considerably higher."45:52 -- What are the 1-3 books that have greatly influenced your life: Crossing the Chasm, by Geoffrey Moore (1991) (and others by this author).47:07 -- Who were your mentors, and what did you learn from them? "People who care enough about me to give me very honest feedback." (difference between mentors and sponsors).48:20 -- Are there any quotes you think of often or live your life by? "People will forget what you said, people will forget what you do, but people will never forget how you made them feel."49:46 --  An unusual habit or an absurd thing that you love: she loves cleaning.50:30 --  The living person she most admires: Hillary Clinton.Claudia Fan Munce is a venture advisor at NEA, and serves as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business.__ 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

0:00 -- Intro.1:26 -- Start of interview.2:01 -- Beatriz' "origin story". She was born in Cuba, grew up in NY and Miami. She was part of a NSF pilot program in Miami to "raise the next generation of scientists," starting in middle school. She learned to program computers in high school, and from there she got into Princeton where she studied computer science. She then went on to Caltech to continue her CS graduate studies. Her first job after grad school was with HP. She later founded a startup called Momenta Computers ("think of it as an iPad but in the 1990s"). She transitioned to Oracle, where she reported directly to Larry Ellison and was responsible for Oracle's open systems group. Later, she joined Aspect Communications as a CEO from 1998 to 2003. How she pivoted the company during the dotcom era and 9/11. She later became CEO of three private companies which she successfully exited, and has served on corporate boards in addition to doing some business consulting.15:33 -- The difference between CEO coaches or mentors, and serving as a corporate director. Why it's good to separate the role of Chair and CEO. On the bright line between management and governance.22:05 -- Distinctions between serving as an independent director in public and private (venture-backed) companies. "Both are equal amount of work, it just that the work is different."28:41 -- On the debate between staying private for longer and going public. "Too much regulation too early will kill companies." "More companies should be going public, the incentives have shifted very much to staying private and exchanging companies between private equity firms." "There is [also too much] regulatory compliance in public companies and that's become a disincentive."31:51  -- Recommendations for directors in private venture-backed companies facing layoffs, down-rounds, recaps or fire-sales. "Cash is king." "It is possible to get yourself into a situation where the company is unsolvable." 40:25 -- On Silicon Valley's "growth at all costs" mantra. "It's only appropriate for a very small number of companies, not the other 99% of companies." The example of Amazon.44:17 -- The role of the board in strategy and innovation.48:34 -- On the evolution of ESG. "Environmental is a totally different topic than social, so I view [the acronym of] ESG as a failure of marketing." "It lends itself to polarization because you have put two completely unrelated things in the same bucket". On carbon emission disclosures: "Folks will start figuring out how to monetize the metrics that make it look like you're meeting your metrics but you're not actually doing that."54:00 -- "The data for growth of cybercrime went from $3 trillion in 2015 to an expected ~$10-11 trillion in 2025."55:29 -- How to add ESG expertise to the boardroom. Cybersecurity got added in the audit committee. Most companies have added the "S" in ESG in NomGov or Comp committees (more related to human capital management). "I would envision that 10 years from now we will not have ESG as a thing, the E and S will be separate since they don't belong in the same bucket."1:00:28 -- On the evolution of boardroom diversity. 1:06:15 -- What are the 1-3 books that have greatly influenced your life: Caligula, by Albert Camus (1944)Crossing the Chasm, by Geoffrey Moore (1991)Who We Are and How We Got Here, by David Reich (2018)1:09:18 -- Who were your mentors, and what did you learn from them?Ray Lane, former exec at Oracle and KPCB partner.Merrill Brooksby, former exec at HP.1:13:53 -- Are there any quotes you think of often or live your life by? "Be the change you want to see in the world" (attributed to Mahatma Gandhi)1:14:35  -- An unusual habit or an absurd thing that you love: she grows roses.1:15:31  -- The living person she most admires: currently, Volodymyr Zelenskyy ("he has backbone and he is willing to be in the lead in a dangerous and highly volatile situation but you can't get people behind you if you're hiding in the bushes and I think that is admirable.")Beatriz Infante currently serves on several public and private company boards including 1010Data, Emulex, Ultratech, Sonus Networks, Liquidity Services (NASDAQ:LQDT), Ribbon Communications (NASDAQ:RBBN) and PriceSmart (NASDAQ:PSMT). She's also the CEO of Business Excelleration, a consulting firm founded to help the next generation of CEO’s excel and accelerate their company’s growth. __ 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

0:00 -- Intro.1:40 -- Start of interview.2:20 -- Kris' "origin story". 5:20 -- Jamie's "origin story". 7:30 -- About the EY Americas Center for Board Matters. It has three mandates: To conduct primary research in corporate governance (Jamie is the research lead). They have a proprietary proxy database and benchmarking database. Insights for directors.To support boards of directors. For example with board committee work, new board formation (IPO, divestitures, spin-offs, etc.)To organize and participate in director convenings (events, committees, industry, etc.)10:19 -- Deep dive into their article "Four key takeaways from the 2022 proxy season."10:58 -- On E&S Shareholder Proposals. "While there were more proposals in these categories, support for them became more targeted."14:34  -- Focus on climate risk/energy transition, DEI and corporate political responsibility. 17:07 -- On boardroom diversity trends (including legal challenges to SB-826 and AB-979 in California and the Nasdaq Diversity Rules). "Today, 1/4 of the Fortune 100 directors is racially diverse and 1/3 is gender diverse; 61% of SP 1500 companies have 3 or more women on boards (up from 28% in 2018, that's a 30 point increase in three years)." "We have seen tremendous progress on all aspects of board diversity."19:37 -- Support for directors remained stable despite signals that opposition would increase, with average votes against S&P 500 directors inching up to 4.2% compared with 3.9% over the same time period in 2021. "This year average voting opposition for nominating and governance chairs at S&P 500 companies was 8.2%, up from 4.6% in 2017. Similarly, average voting opposition for compensation committee chairs at S&P 500 companies was 7.3%, up from 3.8% over the same period. In addition, opposition to independent board leaders (i.e., independent chair, lead or presiding director) rose to 7.0% from 4.3%." "The stakes for directors are really going up, and that's including around ESG matters." "Overall trends we think are pointing to director votes as a lever of change that investors may be more inclined to use going forward to express their views and accelerate their stewardship goals." 23:28 -- On investor pressure and pending SEC regulations (on climate change). "All of this is a wake-up call for directors."27:00 -- On adding ESG expertise in the board. "I think it's critical for companies with board oversight to think about materiality." "Materiality assessments and matrices have been a good outcome of the ESG dialogue." 29:34 -- On institutional investors, stakeholders and the "disconnect" with the Anti-ESG political push-back. 36:03 -- On the new Universal Proxy Rules for Director Elections. 38:51 -- On shareholder engagement. "We really see investor engagement as a vital tool for companies to understand their key shareholders' perspectives on the company's governance and its strategy and also an opportunity to enhance the company's communication and deepen those relationships." 42:57 -- On shareholder activism. "We counsel boards to run different programs to think like an activist." "Companies need to be smart about what drives their own TSR." "Activists will often look at the board, to bring different dissidents and/or target individual directors." "There is a deep scrutiny around the E&S agenda areas."45:51 -- On recommendations for directors in these volatile times, and how to increase the board’s impact in volatile times. "It's important to have a framework in place grounded in the company's purpose and its values so that it's ready in terms of how they are going to make decisions, what issues they are going to weigh-on, what stakeholders they need to think about, and what constituencies they are hearing from."49:28 -- On boards adding value (strategy and innovation).51:53 - What are the 1-3 books that have greatly influenced your life: Kris:Start with Why, by Simon Sinek (2009)Gone with the Wind, by Margaret Mitchell (1936)Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR, by Bill McNabb, Ram Charan and Dennis Carey (2021)Jamie:Doughnut Economics, by Kate Raworth (2017)This is Water, by David Foster Wallace (2009)53:30 - Who were your mentors, and what did you learn from them?Kris: Peggy Vaughan (former partner and board member PwC)Jamie: Allie Rutherford (partner PJT Camberview)55:16 - Are there any quotes you think of often or live your life by? Kris: "Just say yes"Jamie: "We are the ones we've been waiting for"56:28 - An unusual habit or an absurd thing that they love: Kris: She's a flutist, and has passed that skill over to her daughter so they play flute duets together.Jamie: Having her hair and make-up done by her 5-year old daughter.57:41 - The living person they most admire:Kris: Greta ThunbergJamie: "Working mothers (and especially those of the pandemic) that are working  to make the future more sustainable and equitable for future generations."Kris Pederson is the EY Americas Center for Board Matters Leader. Jamie Smith is the EY Americas Center for Board Matters Investor Outreach and Corporate Governance Specialist.__ 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

0:00 -- Intro.1:23 -- Start of interview.3:32 -- Adam's "origin story". He grew up in southern California where he attended UCSD and graduated from UCLA. In college he became an activist focusing on the conflict in Darfur, Sudan, and developed a "targeted divestment" model. After college he became a social entrepreneur based in Washington, DC.4:06 -- His decision to pursue a JD/MBA from UC Berkeley. While in grad school "he fell in love with the startup tech scene" and during business school he tried to start his own startup but that's where he learned that "it doesn't matter how good your idea is when you don't have a good team and good execution." He then joined Gunderson Dettmer as a corporate associate supporting tech founders.7:14 -- Adam's new role as Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law. How his initial work with 500 Startups with the BCLB sparked more executive education programs. 9:24 -- On the origin and mission of The Independent Director Initiative.12:20  -- What makes corporate governance in private venture-backed companies different to public companies. Explaining VC University (a partnership between Berkeley Law, NVCA and Venture Forward).15:42 -- The Academic Partners of the Independent Director Initiative: Berkeley Law Executive Education; Berkeley Law Center for Law and Business; Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School; UC Davis School of Law; UC Hastings Law Center for Business Law; Institute for Law & Economics at the University of Pennsylvania; Silicon Valley Executive Center at Santa Clara University; Rowling Center at SMU Dedman School of Law; Rock Center for Corporate Governance at Stanford University; Stanford Center for Racial Justice at Stanford Law School; and Lowell Milken Institute for Business Law & Policy at UCLA School of Law.University of Washington School of LawThe Organizational Partners of the Independent Director Initiative: Ascend; BLCK VC; BoardList;Bolster;Corporate Directors Forum;The Fourth Floor;HBCUvc; Him for Her; LCDA;National Black MBA Association; National Venture Capital Association; NxtWorkVenture Forward.18:07 -- On the interest and number of applicants to the program (~500 applications, 80 got selected in first cohort).19:21 -- On fiduciary duties of directors in venture-backed companies (including dual-fiduciary conflicts). Role of independent directors, and boardroom diversity in private venture-backed companies. The Trados case (2013).38:43 -- The evolution of private markets and how its regulation may impact corporate governance.40:06 -- Take-aways from the program: 1) more education is needed for directors of venture-backed companies generally (beyond just independent directors), and 2) it was refreshing to see such a diverse and qualified group of executives that could serve on corporate boards.41:56 -- Where can people learn more and/or apply for the next cohort of the Independent Director Initiative: independent.venturecapitaluniversity.com42:57 -- Benefits for participants beyond just the two days of the program. Placements. 45:27 - Some of the books that have greatly influenced his venture career: Venture Deals, by Brad Feld and Jason Mendelson (2011)Secrets of Sand HIll Road, by Scott Kupor (2019)45:51 - Who were your mentors, and what did you learn from them (regarding this program)Evan Epstein (!)Afra Afsharipour, UC Davis Law School46:26 - Are there any quotes you think of often or live your life by? "You don't have to see the whole staircase, just take the first step." Martin Luther King, Jr.46:26 - An unusual habit or an absurd thing that he loves: walking 40min for his commute. "Owning your downtime."48:55 - The living person he most admires: his wife.Adam Sterling is the Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and the Executive Director of the Berkeley Center for Law and Business. __ You can follow Adam on social media at:Twitter: @adambsterlingLinkedIn: https://www.linkedin.com/in/adambsterling/__ 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

0:00 -- Intro.1:30 -- Start of interview.3:32 -- Santi's "origin story". He was  born and grew up in Buenos Aires, Argentina. "The year 1983 was a symbolic year in Argentina because it's the year that democracy came back to the country." "My generation was tainted by two events: the hyperinflation of 1989 and the collapse of 2001 (peso devaluation and bank deposit freezes)."5:11 -- Argentina's strange political case. 7:24 -- Santi's professional background going from gaming, to founding "Partido de la Red" (the "Net Party") in 2012 - a political party in Argentina (inspired by Giorgio Jackson), and his pivot to crypto.14:04 -- His endeavors with Democracy Earth Foundation and UBI (Universal Basic Income through the Ethereum blockchain). The impact of Bitcoin and the new generation of builders in Argentina, with global leaders such as Decentraland. The strong adoption of crypto in countries like Argentina, Venezuela and Cuba: "There is a real need for crypto in countries that need an alternative."16:12  -- The connection of crypto with corporate governance. His interest on voting "we realized that whoever controls the registry of voters can decide the outcome of elections." The concept of Proof of Humanity ("the protocol got activated in March 2021 and it has had 50 proposals since then." How voting works in this DAO. "You see how contested the positions are to the extent of how people are willing to cheat in order to win." 23:19 -- Explaining DAOs (Decentralized Autonomous Organizations). Different DAO applications. Token voting. On The DAO hack (2016).25:59 -- On the evolution of DAOs. On Vitalik Buterin (co-founder of Ethereum): "I think he's today's most inspiring leader in technology, by far. In the same rank as Elon Musk, and many other great ones." "A lot of the [crypto] community looks up to him as a role model who really understands what it means to lead through the process of creation of a decentralized network." "It's a very counter-intuitive exercise in leadership because you actually need to reject being in control, in order to gain legitimacy." "The role that founders play in these networks I think is a determinant factor in the outcome of how projects evolve over time." "Nothing ever begins decentralized, it needs to be progressively decentralized throughout time." "Building institutionality in cyberspace I think has tremendous power for coordination of humans and capital in a global, more legitimate way."28:46 -- On the role of founders, contrast between 'traditional' founder-controlled startups and new decentralized crypto projects. On Vitalik's founder's take in a reply to Balaji Sirinivasan's book the Network State. Santi has personally dealt with some of these founder debates, he's currently a Mission Board Member at Proof of Humanity, elected by the community.32:32 -- On the contrast of "corporate governance" and "crypto or DAO governance". "One of the most interesting projects in the space right now, I think is a project called Kleros, a decentralized arbitration service for disputes of the new economy." "They work as oracles that bring into the blockchain human judgment, based on a drafted policy or guideline." This is very important for enforcement, and to audit the decision process. On-chain governance vs Off-chain governance. The cases of Aragon and Moloch DAO (founded by Ameen Soleimani). "In Proof of Humanity, we don't want voting to be on-chain, because it makes it expensive to vote. The purpose of voting is to be an alternative to economic incentives. So voting needs to happen off-chain for voting to remain free [and] a right." Snapshot as the off-chain voting mechanism. Kleros' Governor solution.42:18 -- On Proof of Humanity (~16,630 profiles), its DAO, and UBI. "Argentina and Brazil are two of the leading adopters of UBI right now." Proof of Integrity DAO (promoting technological inclusion).47:44 -- On the current "crypto crash", the cases of Terra/Luna, Celsius. "You can see the ripples of Terra going down throughout the industry, it led to the Celsius and 3AC collapse... you can see the dominoes falling in a very clear way."55:12 -- On the advantage of understanding how to code. [reference to Vitalik's visit to Buenos Aires in his podcast "Por Qué No Te Habré Hecho Caso" (a leading crypto podcast in Spanish] 57:10 - Some of the books that have greatly influenced his life: The Star Maker by Olaf Stapledon (1937) *prologue written by Jorge Luis Borges.Gödel, Escher, Bach, by Douglas Hofstadter  (1979) "the bible of Artificial Intelligence"The Sovereign Individual, by William Rees-Mogg and James Dale Davidson. (1997)59:44 - Who were your mentors, and what did you learn from them? Emiliano Kargieman, now CEO and founder of Satellogic.*story of Vitalik Buterin's visit to Buenos Aires in Dec of 2021.*on El Salvador's Bitcoin adoption by President Nayib Bukele.01:08:22 - Are there any quotes you think of often or live your life by? "Sic transit gloria [Mundi]" (Latin for "Glory Fades" or "thus passes the glory of the world") *he first heard about it in Wes Anderson's movie Rushmore (1998). 01:09:23 -  An unusual habit or an absurd thing that he loves: Iglesia Maradoniana!01:10:31 - The living person he most admires: his brother Liniers, a famous Argentinean cartoonist. "It was like growing up with Walt Disney."Santi Siri is the Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched Proof of Humanity, where he serves as a Mission Board Member. He was the founder of "Partido de la Red"  (the "Net Party") in Argentina, and is the currently the host of the podcast "Por Qué No Te Habré Hecho Caso", focusing on crypto (in Spanish). He has been featured on Wired, Time and many other media outlets.__ You can follow Santi on social media at:Twitter: @santisiriUBI token: @ubidotethProof of Humanity DAO: @PoHDAODemocracy Earth: @DemocracyEarth__ 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

0:00 -- Intro.1:47 -- Start of interview.2:39 -- Sandra's "origin story". She was born and grew up in Sao Paulo, Brazil. After graduating from UNIP with a degree in communications she worked as a journalist for 10 years. She later transitioned to executive roles. In 1995, she was invited by Bengt Hallqvist to join a group to discuss issues impacting boards in Brazil. "She had nothing to do with boards at the time." "[B]ut she fell in love with the topic." That led to the creation of the Brazilian Institute of Board Members, rebranded the Brazilian Institute of Corporate Governance five years later. 10:06 -- On founding her firm Better Governance in 2005 "to be fully dedicated to corporate governance".12:20 -- On her book "The Black Box of Governance" (2021) "The book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process."19:13 -- On the evolution of corporate governance in Brazil in the last 25 years. Overview of the Novo Mercado (created in 2000). At the time this McKinsey report was influential. The Brazilian corporate law was revised in 2001. The first company to be listed in Novo Mercado was only in 2002 (the market was slow to adopt it). The year 2007 was a record year for IPOs in Brazil. In this period "Brazil was a benchmark" for the region. "But then there was a plateau, a stagnation."25:57 -- About the Brazilian Corporate Governance Code (for Listed Companies). She started this process in 2013 when she was Chair of the IBGC with the formation of "The GT Interagentes" (Interagents Working Group) comprised of 11 of the most important agencies related to the capital markets. There were two observing entities: CVM (Brazilian securities regulator) and BNDES (Brazilian development bank).29:32 -- On the influence of the Brazilian Corporate Governance Code and the state of Novo Mercado today.34:48 -- About the Lava Jato (Car Wash) Investigation, Petrobras and corruption in Brazil.36:09 -- On the governance of state-owned enterprises. "For me, it doesn't work."40:27 -- About Crisis-Resilient Boards: Lessons from Vale (article published on Harvard Law School Corporate Governance Blog) and latest ESG trends in Brazil (including the SEC's suing Vale for making false and misleading claims). "Nothing resists the culture that you have installed."51:00 -- On ESG in Brazil. "The international institutional investors are the ones really leading and raising the bar." "For me, I'd be happy when the time comes where we would no longer need to use this acronym, it should [just] be embedded in strategy." "The G (in ESG) is the driver of everything."57:04 -- On the future of corporate governance in Brazil. "The drivers are both fear and greed." "Governance may have to change profoundly [particularly] given the governance models of startups and scaleups. We may have to rethink flexibility in governance models."01:02:28 - Novels that have greatly impressed her: Animal Farm and 1984 by George Orwell (1945 and 1949)House of Spirits, by Isabel Allende  (1982)Name of the Rose, by Humberto Eco (1980)*Corporate governance books that have greatly influenced her:A History Corporate Governance 1602-2002, by Paul Frentrop (2003)Corporate Governance and Chairmanship: A Personal View, by Sir Adrian Cadbury (2002)01:04:57 - Who were your mentors, and what did you learn from them? Bengt Hallqvist, the founder of IBGC. "He was the one that introduced corporate governance to me,  and with that he changed my life."01:06:00 - Are there any quotes you think of often or live your life by? "Things can always be better."01:06:48 -  An unusual habit or an absurd thing that she loves: dancing!Sandra Guerra is the founder of Better Governance and has served on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC). She's the author of “The Black Box of Governance” published by Routledge in 2021.__ 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

0:00 -- Intro.1:34 -- Start of interview.2:04 -- Derek's "origin story". He grew up in Chicago and graduated from WUSTL with a degree in applied math and an MBA in finance. From there he went to Capital One, "at the time it was at the forefront of making decisions with data". He then got his law degree from Stanford Law School (Class of '04). After graduating he joined WLR&K. From there he moved to hedge funds including Scoggin Capital (NY) and then Voce Capital (SF/Bay Area). In 2015, he joined Camberview Partners (now PJT Camberview) to head its activism defense practice. In 2019, he joined as a partner and co-chair of Sidley Austin's shareholder activism practice.8:03 -- On what makes Derek's practice at Sidley Austin distinctive: "this is all we do." "We've seen over 100 proxy contests over the last 5 years." 10:05 -- On this year's proxy season and activist campaigns. "We're back at pre-Covid levels, both in amount and mix of activism." "The reported campaigns are just the tip of the iceberg (many situations get resolved before they reach the public's eye)."14:30 -- The impact of COVID-19 in the activism realm: "it was a very quick slow-down."16:54 -- Why activists and companies continue to favor settlements over drawn-out proxy fights. (Per Lazard's H1 2022 Review of Shareholder Activism "[C]ontinuing 2021’s trend, a historically high proportion of Board seats (91% of the 75 total Board seats won) were secured via settlement agreements."21:20 -- Activism in different size of companies (small, mid and large or mega caps). 23:13 -- Some take-aways from the Exxon Mobil case (generally): "Size is not a defense, and use of ESG by activists as a core thesis." On the influence of the large institutional investors ("only a few individuals that control a big part of the vote.") [See The Future of Corporate Governance Part I: The Problem of Twelve by John Coates, 2018). 28:53 -- On the impact of the current market downturn in activism. Targeting tech companies.32:40 -- On activism targeting tech companies that are founder controlled (sometimes with dual-class share structures.) "Independent directors play a big and important role."35:52 -- On contested M&A (hostile take-overs).38:34 -- The impact of universal proxy cards in contested director elections. [See Sidley Austin's position on this topic]42:47 -- Take-aways from shareholder proposals from this year's proxy season. 44:24 -- Take-aways for directors (generally) from this year's proxy season. "The most important thing is universal proxy and what it will do to shareholder activism: there will be a much deeper focus on skills sets of individual directors (impacting Nom-Gov committee.)" "Be your own activist." 46:22 -- On board diversity in shareholder activism.47:13 -- A book that has greatly influenced his life: "Surely You're Joking, Mr. Feynman!"  by Ralph Leighton and Richard Feynman (1985).48:45 --  A quote he thinks of often or lives his life by:  "Think for Yourself." (a Beatles song).50:07 --  An unusual habit or an absurd thing that he loves: watching 5min clips in YouTube with his kids (space and astrophysics related). From these, emerged his new favorite animal: Tardigrade.51:38 --  The living person he admires: Nate Silver (because "he's representative of somebody who uses information, evidence and data to guide decision-making.")Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance.__ 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