Mechanisms, processes and relations by which corporations are controlled and operated
In this episode of S&C's Critical Insights, Marc Treviño and Melissa Sawyer, Co-Heads of S&C's Corporate Governance Practice, discuss corporate governance developments and what to expect in 2024. Marc and Melissa explore the ongoing trend of increased shareholder proposals focused on environmental, social and political topics and touch on ESG as it relates to the broader legislative and political climate. ESP-focused shareholder proposals and ESG issues are at the center of a growing web of legislation and government actions at multiple levels. They also note that companies may be looking to implement an officer exculpation provision in 2024.
Ever feel like most corporate governance resources are...just not that awesome? Ever wonder why the heck they aren't better? Matt Fullbrook has, too. In another long-ish scripted episode, Matt explains that he thinks he's figured out what's going on here...and also talks at length about Rolling Stone's top 500 albums of all time. It all (mostly) makes sense. Promise! Full transcript here: http://groundupgovernance.substack.com/p/another-bonus-podcast-what-corporate
In this episode, we discuss four important tech news updates, including OpenAI's CEO drama and the importance of mission alignment. We also explore how the IT channel is adapting to new business dynamics and share findings from TechIsle's latest survey. Additionally, we cover Microsoft's Windows app preview, which brings Windows to Chromebooks and Macs, and Binance's $4.3 billion restitution payment following money laundering charges. Stay tuned for all the latest in the business of tech.Four things to know today00:00 OpenAI did stuff and returned to the same state.02:11 IT Channel Adapts to New Business Dynamics: Findings from Techaisle's Latest Survey05:19 Microsoft's Windows App Preview: Bringing Windows to Chromebooks and Macs06:56 Binance to Pay $4.3 Billion in Restitution Following Money Laundering Charges.Supported by: https://rfcode.com/mspradio/ CODE MSPRADIO for 30% off at checkoutWant to take my class? https://www.itspu.com/all-classes/classes/navigating-emerging-technologies-for-msps/Looking for a link from the stories? The entire script of the show, with links to articles, are posted in each story on https://www.businessof.tech/Do you want the show on your podcast app or the written versions of the stories? Subscribe to the Business of Tech: https://www.businessof.tech/subscribe/Support the show on Patreon: https://patreon.com/mspradio/Want our stuff? Cool Merch? Wear “Why Do We Care?” - Visit https://mspradio.myspreadshop.comFollow us on:LinkedIn: https://www.linkedin.com/company/28908079/YouTube: https://youtube.com/mspradio/Facebook: https://www.facebook.com/mspradionews/Instagram: https://www.instagram.com/mspradio/TikTok: https://www.tiktok.com/@businessoftech
Fired CEO Sam Altman will return to run OpenAI - the company he co-founded, following days of speculation and turmoil at the leading generative artificial intelligence start-up.In a dramatic reversal, Altman, who was fired by OpenAI's board of directors last week, will be reinstated under the supervision of a new board.Greg Brockman, the co-founder and president who quit the company on Friday after Altman was fired, will return alongside him. Under an “agreement in principle”, Altman will serve under the supervision of a new board of directors.Patrick's Books:Statistics For The Trading Floor: https://amzn.to/3eerLA0Derivatives For The Trading Floor: https://amzn.to/3cjsyPFCorporate Finance: https://amzn.to/3fn3rvCPatreon Page: https://www.patreon.com/PatrickBoyleOnFinanceBuy Me a Coffee: https://buymeacoffee.com/patrickboyleVisit our website: www.onfinance.orgFollow Patrick on Twitter Here: https://twitter.com/PatrickEBoyle Support the show
Introduction of Daphne E. Jones by host Taryell Simmons.Daphne's path from modest beginnings to a Fortune 500 powerhouse.Insights from her tenure at GE Healthcare, Hospira, and other leading corporations.Discussion on the impactful messages in "WIN WHEN THEY SAY YOU WON'T."Exploring the evolution of work, innovation, and digital transformation.Insights from Daphne's board roles at AMN Healthcare, Inc., Barnes Group Inc., and Masonite International Corporation.Strategies for overcoming obstacles in corporate careers.Daphne's views on diversity and women's roles in leadership.Recognition by Fortune Magazine and other achievements.Advice for upcoming professionals aiming for corporate success.Concluding thoughts and where to connect with Daphne E. Jones.
Welcome to Connect, a podcast featuring one-on-one interviews with some of the top movers and shakers in the mortgage industry. This week we welcome Anoush Garakani, Partner, Alston & Bird Topics of Discussion: 1:40 - I always like to get started with our journeys to the mortgage industry. Tell us how you got into legal representation for financial services. 5:59 - You were recognized in 2021 and 2022 edition of “The Best Lawyers in America” on the “Ones to Watch” list for your work in Corporate Governance and Compliance Law. What did that recognition mean to you? 7:01 - 2023 is certainly the toughest market we've seen in years. What do you advise lenders as the most important thing to monitor from a compliance perspective right now? 10:19 - Can you give us a little insight as to what you might be covering at our annual Legal Issues & Regulatory Compliance Conference? 13:45 - You've been a big supporter of the California MBA, can you share with us why you're such a big supporter? To learn more about the California MBA visit www.cmba.com and don't forget to subscribe to our podcast and stay tuned for our next episode!
In the Sunday Book Review, I consider books that would interest the compliance professional, the business executive, or anyone who might be curious. It could be books about business, compliance, history, leadership, current events, or anything else that might interest me. In today's edition of the Sunday Book Review, Tom considers three books by Stanford professors David Larcker and Brian Tayan on corporate governance. The Art and Practice of Corporate Governance by Larker and Tayan Corporate Governance Matters (3rd ed) by Larker and Tayan A Real Look at World Corporate Governance by Larker and Tayan Learn more about your ad choices. Visit megaphone.fm/adchoices
This week on The Mohua Show, We have Sangeeta Relan, with an inspiring journey in academia, her vision for gender diversity, and the impact of "AboutHer." Learn how education, corporate governance, and handloom empower women. Hear stories of resilience and find out how men can be allies in this important conversation. Join us in supporting Sangeeta's mission for a more inclusive world.------------------------------------------------------► Visit Our Website: https://www.themohuashow.com/-----------------------------------------------------------► Facebook : @themohuashow► Instagram : @themohuashow► Twitter : @themohuashow► Youtube : @themohuashow► Linkedin : @themohuashow-----------------------------------------------------------Disclaimer: The views expressed by our guests are their own. We do not endorse and are not responsible for any views expressed by our guests on our podcast and its associated platforms.-----------------------------------------------------------#TheMohuaShow #MohuaChinappa | #successStories| #personalgrowth | #SelfdiscoveryThanks for Listening! Follow Us on Facebook, Instagram, Twitter, LinkedIn or Find us on YouTube
Jorge Quintanilla Nielsen started the private asset management firm Capital SAFI in 2007 — and planned to expand from Bolivia across South America. As a private firm, Capital SAFI isn't required to have a board, but he knew that governance would be one of the main aspects potential partners would evaluate. In this episode, Harvard Business School professor V. G. Narayanan discusses his case, “Building the Governance to Take Capital SAFI to the Next Level.” He explains how Nielsen selects board members and holds them accountable in their roles. He also discusses how Capital SAFI's board guides the firm's growth, risks, and overall strategy.Key episode topics include: strategy, corporate strategy, corporate governance, sustainable business practices, boards, investment management, growth strategy, global growth, assessing risk. HBR On Strategy curates the best case studies and conversations with the world's top business and management experts, to help you unlock new ways of doing business. New episodes every week. · Listen to the original HBR Cold Call episode: Corporate Governance and Growth Strategy at Capital SAFI (2022)· Find more episodes of Cold Call· Discover 100 years of Harvard Business Review articles, case studies, podcasts, and more at HBR.org]]>
0:00 -- Intro.1:27 -- About this podcast's sponsor: The American College of Governance Counsel.2:23 -- Intro of Webinar (and speakers) by Nancy Easterbrook, Executive Director of SVDX.5:33 -- Start of webinar by Dan Siciliano, Chair of SVDX.6:40 -- Some differences between private (VC-backed) and public boards.9:23 -- The role of independent directors in venture-backed companies. 14:00 -- Specific issues in VC industry: preferred vs common shares and impact on director fiduciary duties and dual-fiduciary duties. The Trados case (2013).18:14 -- An edge-case proposed by Heidi Roizen: voting as a director vs voting as a shareholder. The "sanctity of the preference stack" vs management carve-out.23:44 -- How "bad" directors can negatively impact companies and the proper use of special independent committees to "cleanse transactions." The role company counsel. Funding managing incentive plans (MIPs).29:39 -- Two lessons for independent directors from Heidi Roizen: 1) "avoid messing with waterfall distributions" and 2) run a thorough process.33:52 -- Important take-away from the Trados case: fiduciary duties are owed to the common stockholders.40:00 -- The Basho case (2018), where a VC investor was ordered to pay ~$20m in damages for using contractual consent rights granted to it as a preferred shareholder together with “hardball” negotiating tactics to force the company to the brink of insolvency and leave it with no choice but to accept “oppressive” financing terms. Inside rounds vs outside rounds.42:27 -- Other thoughts to encourage independent directors in venture-backed companies from Heidi Roizen. "You have to understand the payouts." "As a VC: lead, follow or get out of the way." "We can either be the crusher, or the crushee, but either way something is going to get crashed here." "Sometimes (...) the best thing you can do is say, look, I'll get out of the way.You guys do what you want. We're in the risk business (...) almost half of our deals don't return the capital we put in. And so to be assholes about stuff is a bad idea. You may win the battle, but lose the war, right? You may, you know, twist somebody's arm and get your couple million back, but no entrepreneur is going to want to work with you anymore."49:09 -- On director education for venture-backed companies. New program to launch from UC Law SF and Cooley in San Francisco in March 2024! *For more details: contact Evan Epstein at firstname.lastname@example.org:03 -- Why there are so few independent directors in venture-backed companies? Heidi Roizen: "I think they're undervalued by both investors and entrepreneurs." On board education: Heidi recommends Brad Feld's books, including Venture Deals and Startup Boards. Book mentioned by Evan: Founder vs Investor (by Zalman and Neumann).56:03 -- Heidi's recommendation for independent directors of companies running out of cash: "If the company you're on the board of has only a year or less of runway, you already should be speaking up. If your company has nine months or less of runway, you should already be beginning a process to be sold. And if your company has four months or less of runway, I would resign from that board as an independent. I would speak early, speak often, and if nobody's paying attention to you, I would actually get off that board." "[A]ll the problems happen when you have bad process and when you run out of money."59:06 -- The enhanced role of the board in this downmarket. Heidi: "Structured deals are board for startups."__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__ You can follow Heidi on social media at:Twitter: @HeidiRoizenLinkedIn: https://www.linkedin.com/in/heidiroizen/ The Startup Solution: https://threshold.vc/podcastThreshold VC: https://threshold.vc/__ You can follow SVDX on social media at:Twitter: @svdx1LinkedIn: https://www.linkedin.com/company/silicon-valley-directors'-exchange/Website: https://www.svdx.org/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__This podcast is sponsored by the American College of Governance Counsel.__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
The significance of the 'G' in ESG (Environmental, Social, and Governance) is fundamental to ensuring that businesses align with societal concerns and strive for long-term value creation while adhering to regulatory and legal frameworks. In this podcast, Gabi Richards-Smith, Lenee Green, and Analisa Ndebele delve into the critical topic of Corporate Governance within the context of the TMT (Telecoms, Media, and Technology) sector and the broader financial institutions landscape. They highlight how governance is a vital aspect of ESG and must be a primary consideration for financial institutions and companies operating in regulated sectors. Guests: Gabi Richards-Smith, partner Webber Wentzel Financial Services, Lenee Green, partner Webber Wentzel Financial Services and Analisa Ndebele, associate Webber Wentzel Financial Services
In this podcast chat, Anthony Wilson and Brett Palmer talk about the critical link between Risk Management and Corporate Governance.In short, to be an effective and sustainable organisation, one can't exist without the other. And this applies whether it's a Private, Public, Not-For-Profit or Government entity.Firstly, Risk Management needs the imprimatur and indeed mandate of the Board - clearly articulating to Management and the organisation as a whole, its expectations in this regard.Secondly, those charged with the governance of the organisation, the Board of Directors, need a robust and recognised process for evaluating opportunities and initiatives as well as threats to the achievement of objectives (collectively, the risks).When working well, with clear and regular communication, governance activities are much improved, and Risk Management is even more effective!Hope you enjoy this episode - look forward to your thoughts / feedback. Contact ABM Risk Partnership to optimise your risk management approach: email us: email@example.com Tweet us at @4RiskCme Visit our LinkedIn page https://www.linkedin.com/company/18394064/admin/ Thanks for listening to the show and please keep your guest suggestions coming!
Download our free guide on 5 ways to take action!When we elect representatives, we expect them to be held accountable to the people they represent and the laws they are subject to. But how can voters be sure that elected officials are acting with their best interests in mind? In this enlightening episode of Democracy Decoded, host Simone Leeper explores the pivotal role that state and local ethics commissions play in safeguarding the integrity of the democratic process and dives into some of the scandals that have brought about their creation. This episode underscores how independent oversight is crucial in preventing corruption. Simone begins by talking to Jeremy Farris who shares his first hand experiences with the creation of an ethics commission in New Mexico. Kedric Payne, the Vice President, General Counsel and Senior Director of Ethics at Campaign Legal Center, explains how commissions fight corruption and offers insights on how they can be implemented across the country. Senior Legal Counsel for Ethics at CLC, Delaney Marsco, describes the mechanisms that allow ethics commissions to hold government officials accountable. Simone then speaks with LeeAnn Pelham, a longtime democracy advocate who directed ethics commissions in California, who tells the story of the scandal that sparked the creation of the ethics commission in Los Angeles. Host and Guests:Simone Leeper litigates a wide range of redistricting-related cases at CLC, challenging gerrymanders and advocating for election systems that guarantee all voters an equal opportunity to influence our democracy. Prior to arriving at CLC, Simone was a law clerk in the office of Senator Ed Markey and at the Library of Congress, Office of General Counsel. She received her J.D. cum laude from Georgetown University Law Center in 2019 and a bachelor's degree in political science from Columbia University in 2016.Jeremy Farris is the Executive Director of the New Mexico State Ethics Commission. He previously served as General Counsel to New Mexico's Department of Finance and Administration and practiced law at litigation firms both in Atlanta, Georgia and Albuquerque, New Mexico. Jeremy clerked for the Honorable Julia S. Gibbons on the United States Court of Appeals for the Sixth Circuit; the Honorable Judith K. Nakamura on the New Mexico Supreme Court; and the Honorable James O. Browning on the United States District Court for the District of New Mexico. He holds a law degree from Harvard Law School, a doctorate and masters degree from the University of Oxford, where he was a Rhodes Scholar, and a Bachelors of Science from the Georgia Institute of Technology.Kedric Payne is Vice President, General Counsel and Senior Director of Ethics at Campaign Legal Center. He specializes in government ethics, lobbying law and election law. He began his career in private practice and has since served in the three branches of federal government. Prior to joining CLC, he advised on executive branch ethics laws as a deputy general counsel at the U.S. Department of Energy. He also enforced legislative branch ethics laws and standards of conduct as deputy chief counsel of the Office of Congressional Ethics, where he was one of the office's first investigators. Prior to OCE, Kedric practiced political law at Skadden, Arps, Slate, Meagher & Flom, and advised lobbyists and government contractors on compliance with federal, state and local laws governing campaign finance, lobbying and ethics. Kedric began his career as a litigator at Cravath, Swaine & Moore in New York.Delaney Marsco is Senior Legal Counsel, Ethics at Campaign Legal Center. She works on CLC's ethics watchdog and policy reform efforts at all levels of government. Delaney's work encompasses a wide range of ethics issues, including congressional stock trading reform and conflicts of interest in the federal executive branch. Her watchdog work has led to numerous investigations into ethics violations by members of Congress and senior executive branch appointees, and her expertise is regularly relied on for ethics reform legislation. Delaney's expert analysis has been featured in national print news publications, including The Washington Post, The New York Times and the Wall Street Journal, and she has appeared on television and radio programs on CNBC, C-SPAN and NPR. Prior to joining CLC, Delaney was an associate in Goldman Sachs's financial crime compliance division, where she created, tested and administered firm-wide electronic surveillances.LeeAnn Pelham has worked to advance accountability and public trust in local government for over 30 years. As Executive Director of voter-created ethics commissions in both San Francisco and in Los Angeles, LeeAnn initiated and led political reform programs to strengthen the effectiveness of government and promote its responsiveness to the public. At both agencies, she was responsible for the development, implementation and enforcement of local ethics, lobbying, and campaign finance laws, including broad public disclosure programs, compliance guidance, and public campaign financing systems that provide matching funds for eligible city candidates. She has also provided executive direction and guidance to support ethics and organizational performance in public service in leadership roles with the Council on Governmental Ethics Laws (COGEL) and while serving as Director of Ethics and Corporate Governance for the Santa Clara Valley Water District. Prior to working in local government, LeeAnn conducted performance audits for the California Auditor General's Office and was a Senior Political Organizer for Common Cause in Washington, D.C.Links:Ethics Commissions Across the Country are Using Innovation to Fight CorruptionTop Ten Enforcement Upgrades for Ethics CommissionsAdditional InformationThe Democracy Group listener surveyDemocracy Decoded PodcastMore shows from The Democracy Group
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
Het internationale adviesbureau PA Consultancy streeft ernaar om in 2025 de omzetgrens van 1 miljard pond te bereiken. Is dit nog haalbaar nu inflatie, hogere rentes en geopolitieke spanningen het bedrijfsleven parten spelen? Ruud Brink, directeur van de Nederlandse tak van PA Consulting is te gast in BNR Zakendoen. Macro met Mujagic Elke dag een intrigerende gedachtewisseling over de stand van de macro-economie. Op maandag en vrijdag gaat presentator Thomas van Zijl in gesprek met econoom Arnoud Boot, de rest van de week praat Van Zijl met econoom Edin Mujagić. Boardroompanel 82% van de Nederlandse bedrijven zegt actie te ondernemen om te verduurzamen.. En: Deloitte bestuurslid Rob Bergmans stapt op vanwege examenfraude van werknemers. Dat en meer bespreken we in het boardroompanel met: - Rob van Eijbergen, hoogleraar integriteit aan de VU en organisatieadviseur - Leen Paape,e meritus-hoogleraar Corporate Governance bij de Nyenrode Business Universiteit, en toezichthouder bij verschillende organisaties Luister l Boardroompanel Contact & Abonneren BNR Zakendoen zendt elke werkdag live uit van 11:00 tot 13:30 uur. Je kunt de redactie bereiken via e-mail en Twitter Abonneren op de podcast van BNR Zakendoen kan via bnr.nl/zakendoen, of via Apple Podcast en Spotify See omnystudio.com/listener for privacy information.
"Most people thinking about performance think about managers, products, and research. But it's also valuable to have a certain kind of shareholder," says Larry Cunningham. Larry Cunningham, special counsel at Mayer Brown, has had a truly extraordinary career, rubbing shoulders with billionaires, sitting on the boards of large public companies, and writing 20 books. Larry recently joined Mayer Brown, a top law firm known for its strategic business model and commitment to sustainability and growth. In his role, Larry advises boards of public companies on corporate governance, leveraging his extensive experience and expertise in the field. His focus on long-term and quality shareholders aligns perfectly with Mayer Brown's philosophy, making it a natural fit. In addition to his work at Mayer Brown, Larry sits on the boards of several prestigious companies, including Constellation, Markel, and Kelly Plus Partners. These companies, known for their exceptional returns and commitment to autonomy, embody the values that Larry has championed throughout his career. His involvement in these boards allows him to contribute his wealth of knowledge and insights, further enhancing their success. Throughout the episode, Larry's dedication to finding the right fit and adding value is evident in his approach to board service and his advice to others considering similar roles. Larry's journey serves as a reminder that with the right mindset and a commitment to excellence, one can achieve great success and make a meaningful impact in their chosen field. Quotes: "What I liked about university life was exploring ideas and debating ideas and being able to write basically on any topic that I wanted. And all three of those schools, BC, GW & Cardozo, supported that. It was very important to me." (20:59 | Larry Cunningham) "We said, let's try to relate shareholder quality to, I think we ended up looking at 25 different important features of corporate life. Stock price volatility, we looked at brand strength, we looked at market share, we looked at stability of earnings, a variety of other things. We looked at very specific things like and from sort of the shareholder side, like board composition, attendance at shareholder meetings, quality of the shareholder letters that the CEO writes. And again, all that stuff is we ended up putting it all in pretty much one book called Quality Shareholders. And it's fascinating stuff. And it's more appreciated now than it used to be. But it's still a kind of a niche area." (29:33 | Larry Cunningham) "I feel like I add value. I feel like I'm contributing something positive." (40:35 | Larry Cunningham) Links Connect with Larry Cunningham: LinkedIn Profile https://www.linkedin.com/in/lawrence-cunningham-68b7574b/ Mayer Brown web bio https://www.mayerbrown.com/en/people/c/lawrence-cunningham?tab=overview Amazon Author website and Books for sale: https://www.amazon.com/stores/author/B001IYVE0M Connect with Chris Batz: LinkedIn: https://www.linkedin.com/in/chrisbatz/ Facebook: https://www.facebook.com/theliongroupkc Instagram: @theliongroupllc Podcast production and show notes provided by HiveCast.fm
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We want to hear from you! Thank you for taking a few minutes to complete our survey. Your feedback helps understand what you love about Democracy Decoded and how we can make it even better. To show our thanks, you'll be entered into a drawing for a chance to win a $50 American Express gift card. We appreciate your time!----------------When we elect representatives, we expect them to be held accountable to the people they represent and the laws they are subject to. But how can voters be sure that elected officials are acting with their best interests in mind? In this enlightening episode of Democracy Decoded, host Simone Leeper explores the pivotal role that state and local ethics commissions play in safeguarding the integrity of the democratic process and dives into some of the scandals that have brought about their creation. This episode underscores how independent oversight is crucial in preventing corruption. Simone begins by talking to Jeremy Farris who shares his first hand experiences with the creation of an ethics commission in New Mexico. Kedric Payne, the Vice President, General Counsel and Senior Director of Ethics at Campaign Legal Center, explains how commissions fight corruption and offers insights on how they can be implemented across the country. Senior Legal Counsel for Ethics at CLC, Delaney Marsco, describes the mechanisms that allow ethics commissions to hold government officials accountable. Simone then speaks with LeeAnn Pelham, a longtime democracy advocate who directed ethics commissions in California, who tells the story of the scandal that sparked the creation of the ethics commission in Los Angeles. Host and Guests:Simone Leeper litigates a wide range of redistricting-related cases at CLC, challenging gerrymanders and advocating for election systems that guarantee all voters an equal opportunity to influence our democracy. Prior to arriving at CLC, Simone was a law clerk in the office of Senator Ed Markey and at the Library of Congress, Office of General Counsel. She received her J.D. cum laude from Georgetown University Law Center in 2019 and a bachelor's degree in political science from Columbia University in 2016.Jeremy Farris is the Executive Director of the New Mexico State Ethics Commission. He previously served as General Counsel to New Mexico's Department of Finance and Administration and practiced law at litigation firms both in Atlanta, Georgia and Albuquerque, New Mexico. Jeremy clerked for the Honorable Julia S. Gibbons on the United States Court of Appeals for the Sixth Circuit; the Honorable Judith K. Nakamura on the New Mexico Supreme Court; and the Honorable James O. Browning on the United States District Court for the District of New Mexico. He holds a law degree from Harvard Law School, a doctorate and masters degree from the University of Oxford, where he was a Rhodes Scholar, and a Bachelors of Science from the Georgia Institute of Technology.Kedric Payne is Vice President, General Counsel and Senior Director of Ethics at Campaign Legal Center. He specializes in government ethics, lobbying law and election law. He began his career in private practice and has since served in the three branches of federal government. Prior to joining CLC, he advised on executive branch ethics laws as a deputy general counsel at the U.S. Department of Energy. He also enforced legislative branch ethics laws and standards of conduct as deputy chief counsel of the Office of Congressional Ethics, where he was one of the office's first investigators. Prior to OCE, Kedric practiced political law at Skadden, Arps, Slate, Meagher & Flom, and advised lobbyists and government contractors on compliance with federal, state and local laws governing campaign finance, lobbying and ethics. Kedric began his career as a litigator at Cravath, Swaine & Moore in New York.Delaney Marsco is Senior Legal Counsel, Ethics at Campaign Legal Center. She works on CLC's ethics watchdog and policy reform efforts at all levels of government. Delaney's work encompasses a wide range of ethics issues, including congressional stock trading reform and conflicts of interest in the federal executive branch. Her watchdog work has led to numerous investigations into ethics violations by members of Congress and senior executive branch appointees, and her expertise is regularly relied on for ethics reform legislation. Delaney's expert analysis has been featured in national print news publications, including The Washington Post, The New York Times and the Wall Street Journal, and she has appeared on television and radio programs on CNBC, C-SPAN and NPR. Prior to joining CLC, Delaney was an associate in Goldman Sachs's financial crime compliance division, where she created, tested and administered firm-wide electronic surveillances.LeeAnn Pelham has worked to advance accountability and public trust in local government for over 30 years. As Executive Director of voter-created ethics commissions in both San Francisco and in Los Angeles, LeeAnn initiated and led political reform programs to strengthen the effectiveness of government and promote its responsiveness to the public. At both agencies, she was responsible for the development, implementation and enforcement of local ethics, lobbying, and campaign finance laws, including broad public disclosure programs, compliance guidance, and public campaign financing systems that provide matching funds for eligible city candidates. She has also provided executive direction and guidance to support ethics and organizational performance in public service in leadership roles with the Council on Governmental Ethics Laws (COGEL) and while serving as Director of Ethics and Corporate Governance for the Santa Clara Valley Water District. Prior to working in local government, LeeAnn conducted performance audits for the California Auditor General's Office and was a Senior Political Organizer for Common Cause in Washington, D.C. Links:Ethics Commissions Across the Country are Using Innovation to Fight CorruptionTop Ten Enforcement Upgrades for Ethics Commissions About CLC:Democracy Decoded is a production of Campaign Legal Center, a nonpartisan nonprofit organization which advances democracy through law at the federal, state and local levels, fighting for every American's right to responsive government and a fair opportunity to participate in and affect the democratic process. Learn more about us. Democracy Decoded is part of The Democracy Group, a network of podcasts that examines what's broken in our democracy and how we can work together to fix it.
0:00 -- Intro.1:10 -- About new podcast sponsor American College of Governance Counsel.2:28 -- Start of interview.3:17 -- Joyce's "origin story" 5:22 -- Joyce's academic focus and executive career before joining boards of directors.8:12 -- On her board journey. "It began with non-profit board work." On serving in different types of boards. "They all offered an opportunity to collaborate with board colleagues, very smart people - learning from them, with a clear focus on growth of the institutions through innovation and being intentional about them."11:15 -- On the state of agtech. 13:54 -- Her experience serving on the board of Sunrise Banks, and more generally on the board of a Certified B Corporation.19:54 -- On the ESG and DEI backlash. "Politics is part of the system in which corporations operate."25:51 -- Her take on the current state of board diversity.33:43 -- Opportunities in Africa. 39:19 -- On the current geopolitical landscape, particularly with the U.S. decoupling/de-risking from China. Impact on global supply chains. "Near shoring, and on-shoring are critical (instead of investing in long supply chains)."45:33 -- How should corporate directors approach AI technologies.50:08 -- Book that has greatly influenced her life: Of Mice and Men by John Steinbeck (1937)51:38 -- Her mentors, and what she learned from them: her mother, dad and Robert "Bob" Bucklin (her former boss at Rabobank International).53:45 -- Quotes that she thinks of often or lives her life by: "There is no failure, only lessons."54:40 -- An unusual habit or an absurd thing that she loves: white water rafting and classical music.Joyce Cacho is an experienced executive and director, and currently serves as Board Chair of Sistema.bio.__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
Follow us on LinkedIn, X, Facebook and Instagram. Visit us at https://www.bio.org/The biotech industry offers unique opportunities for women to advance as executives and entrepreneurs. There are headwinds, however, including unequal access to venture capital. In this episode, we talk with three executives who are part of a wave of women-led companies in biotech. Our guests speak to why women's leadership matters and the barriers that remain to breaking the glass ceiling. They also tell us about a new networking initiative—the biotech sisterhood—to catalyze women's success in corporate leadership and mentor the next generation of women executives.
Introduction: Brendan Lenihan is a professional non-executive director, a management consultant, a chartered accountant, and an accredited mediator. Previously he was a Partner with Andersen (with whom he worked in Dublin and New York) Through his consultancy, Navigo Consulting, he provides strategic, financial and governance advice to clients in Ireland and the UK as well as having a non-executive director portfolio in private companies, public bodies and charities. His is currently; Chair of Irish International Trading Corporation Cork plc which is 103 years in business and turns over in excess of €80m per annum, as well as Chairing the Advisory Board of Regan Wall, a business law firm specialising in mergers and acquisitions. Chair of Good Shepherd Cork, a sizeable charity providing emergency accommodation and services to homeless and vulnerable families. Podcast episode Summary: This podcast explores the nature of Boards, our understanding of the role of Boards, and whether we can consider boards are Teams. In addition, Brendan illuminates the constraints on boards and the potential that exists to support boards be more effective. Points made throughout the Episode: o Brendan has led a portfolio career to date. An accountant by nature but he is more than that. His eclectic portfolio and experience has meant that he has learnt how to sell, navigate & supervise professional service bodies. o Brendan doesn't rush towards fires but he has noticed that he ends up in the thick of things. Around the time of the crash in 2008 in NYC he was involved in the Enron Scandal and as Finance Director for a Property Company he was instrumental in supporting them through the crash. Similarly he was involved with the HSE for 4 years through Covid 19- where he put his consultancy experience where it was most needed. o 10 years ago as the President of the Chartered Institute of Ireland it became clear to Brendan that accountants do 3 things, they measure, communicate and decide. Brendan observed that if someone like him, even with his vast experience, were to survive he needed to move up the value chain to where decision making and governance happened. Decision making is the business Brendan is now in. o The Myths of Boards: The great man myth and the myth of omnipotence of boards is very much alive. The myth that the CEO is the eternal fountain of all knowledge and the organisation pivots around him/her is similarly active. The truth is that the health and direction of a company cannot revolve around one person, especially as CEOs come and go. There is also a great myth that board work is easy, you turn up, listen and go away. That is not the case. o There is a grain of truth in the idea that the smartest group of people are the executives and the wise comprise the board. The smart and wise sit down together and generally the wise people approve everything the smart people have to say, although it is not always the case. The smartest and wisest is the relationship between the Chair and the CEO. There is some grain of truth to all of this but it should not be how people think for a heathy, dynamic and growing organisation to operate. o A lot of people end up on boards because of their success in role and the because of their functional expertise but often they do not know what the role of a board member is. o A healthy board is one that has a very clear sense of its role & its purpose. Many boards have an impoverished view of what their role is as a Board. Often they encapsulate their role as their function to support management. That definition is too simplistic and too narrow a definition. o A healthy Board is one you cannot assess on paper. As well as a board appreciating their role & purpose it is also crucial that Board members understand each other as people. A healthy board is one where the relationships are really strong, where people can deal with conflict and differences of style etc. o What defines Governance? This is the starting conversation with new boards or new board members. Two central elements to Governance (based off an OECD definition) The first element is the notion that Governance is a network of relationships. The relations within the entity such as staff, the board and the executive management team as well as the relations outside of the entity such as shareholders, funders, regulators, customer as well as suppliers. The first role of a Board is to understand and add to the strength and functioning of these relationships. The second element is about the setting of objectives. What objectives is the entitiy trying to achieve, how are the objectives set and then how are they managed and monitored. o The degree to which this network of relations is worked governs the degree to which the entity achieves its objectives. That is the role of Governance. o Two further dimensions have to be considered. One, the compliance perspective to understand and appreciate the rules of the road with respect to this network of relations and two, a performance dimension to understand what travels over and between the network of relations. Brendan makes the point that too often people assume governance is simply about compliance and not about the management of ideas & the performance of objectives across this network of relations. o Management has a governance role as well but this podcast is focused on the top level of the organisation, the Board. o If you are sitting on a board you should be focused on the strength and productivity of the network of relations described above. In addition a Board needs to question what objectives are being set and whether they are being achieved. o For the person in the street the subject of Governance comes down to the simple question, who is in charge? o The interrelation between the work of the board and management is often confused and ambiguous. The biggest problem Brendan sees in his work is that folks on boards devolve everything to management. o The Board should in fact be setting objectives, be providing Leadership and operating with an amount of oversight where the board asks whether the organisation is on plan, getting close to its objectives etc. o Many board members especially new board members do not realise the many functions of boards and the many mindsets involved. 3 different mindsets prevail on Boards. The first deals with Leadership the second the entity strategy and the third oversight & compliance. Compliance for example requires an evidential focus. Strategy involves a creative process, a heavily laden communication process and psychological process. Oversight is where you are asked to form an opinion and decision based on the question “are we there yet?” o Boards mix those 3 roles into one combined headset. o Too often too, a board may be comprised of formerly successful executives you end up Micro Managing senior executives and end up squashing capability. o In the absence of understanding of the many headsets required of boards duplication, frustration and missed opportunities are inevitable. o The same is true of teams where there is lack of resources and lack of role clarity. This absence drives conflict and dissent and is especially evident at the interface between senior executives and the board. o Board members end up on Boards because of their industry expertise, functional expertise and not because they know much about Governance & especially corporate governance. o The rise of concern about Culture and the question about who is responsible for Culture in an organisation has contributed to the confusion that abounds. The idea that the Board is in fact responsible has really stretched and challenged boards. o It is not clear what the headset needs to be with respect to the role of Culture setting but it is clear from Corporate Governance that the responsibility lies with the Board. o Making the interventions that shape Culture is the honours question that boards are struggling with today. o The board is responsible for there being a well-defined strategy and it is also responsible for the culture of the organisation that is appropriate for its environment and strategic objectives. o Boards are decision factories with very limited opening hours o Consider for example the Public Broadcaster here in Ireland which has just faced a critical Corporate Governance crisis this year. Its board would have met about 9 times in the year which is incredibly limited opening hours to get through an enormous remit. o There is a real paucity of time that drives a lot of the dynamics of boards. o Brendan works with boards to become as efficient as is possible with oversight and monitoring as a role to free up time to spend on Strategy, Culture and Leadership conversations. o There are ways at releasing time and working smartly as a board but a week Chair and a board that does not appreciate its full role will fudge and burn time ineffectively leading to frustration and embarrassment as likely possible negative outcomes. o Brendan works with Boards by sharing simple ideas to support the various roles they play. Leadership for example is about two simple ideas, having a plan and doing the right things. So Leadership from the Board perspective is about making sure there is a plan and challenging the board and executive to be curious about the right things to discuss. o Too often the senior management team is preoccupied with being busy 60-70 hours a week and they do not often get the opportunity to see the big things on the fringe about which they need to discuss. o There is so much value a board can bring in terms of ideas, opportunities and even concerns that the executive team might miss. To be a good leader you have to be in the dance of the work but you also need to be on the balcony & able to scan the horizon and outside world. o Boards can disempower themselves by not understanding their role, similarly they can also disempower their role by handing all power over to management and they can be disenfranchised by the lack of time, ability to meet and the resources at their disposal such as a budget to support Board training. o Brendan gets asked to assist boards where Governance has gone off the rails and the criticism is made that the board was asleep at the wheel. Often the board has chosen a minimum level of participation or hibernation, which often surprises people. o The lack of opening hours or time a Board spends together often means that the requisite reflection and quality control of their work is missing. The simple and evocative questions like “what worked” “what could we do differently next time” often do not happen. o The Titular Monarchy Position is often witnessed on Boards. Every week the Prime Minister of the UK visits the Monarch. The Monarch has 3 rights, the right to be consulted, the right to be supportive of the Government and the right to warn if necessary. That is it. Many Boards operate the same way as a Titular Monarchy where they expect to be consulted, offer support to the executive team and are a bit avuncular when they are concerned about something. This is a recipe for disaster for a Board, because all power has been handed to management o A contemporary example here in Ireland includes the FAI (Football association of Ireland) who became a puppet board to management. The CEO had all power. o The list of matters reserved is the list of decisions that only the board can make. Brendan will often ask boards whether they know these decision rights and he knows a weak board will not know what is on this list whereas a strong board will. o A lot of basic structures that comprise sound principles and conditions for success for Boards are missing. o There is a huge opportunity for Boards to benefit from some of the ideas housed in Team Coaching. o It is not conclusive that a Board is a team but its performance could benefit if it thought more about teaming. o The role of the Chair is absolutely vital. o Boards are by their nature a collective and the Chair is first amongst equals. When boards break down it is almost always about the people and relationship issues. A good Chair is equipped to bring people insight, an understanding of styles and an ability to mediate if necessary, to support the effective running of the board. o If the Chair is open to improvement in what Brendan calls the decision making factory then lots can happen. o Brendan does not enter a board to discuss what he calls the plumbing or Compliance etc. His value is in helping a board get clear about the decisions they have to make, the headsets they have to be in and also the norms they have to exhibit. o Brendan usually engages with Boards around practical decision dilemmas. He also employs a model to share 10 behaviours that he would expect every board member to display. The 10 behaviours from this model include Power, Dogmatism, Emotion, Decisiveness, Verbal Contribution, Civility, Preparedness, Knowledge, Trust & Director Tenure. With each of these behaviours there is a golden mean. o If any of these 10 behaviours are out of whack the social system will be out of balance. For example if the Board has too much trust in the Management Team it will be gullible. o Oftentimes these behaviours are out of balance and they remain unchallenged or unaddressed until there is a big car crash, a claim or other disaster. o Brendan would like to see greater understanding and clarity about the role of Boards. He would like the difference that can be seen on boards between board members to be empowered. He would also like to see a greater awareness of bias & to see more professional scepticism on Boards. o The big problem with Boards, with biases present is over confidence. Brendan recalls the Financial Crisis of 2008 where many boards, filled with good people, simply grew over confident. o Brendan wishes that Boards would allow Professional consultants, Coaches to better serve them than they do currently, to get that team working as a Board to work better together at a human level, on a decision making level and on a structural level so that organisations can achieve their objectives more quickly and efficiently. o There exist a lot of obstacles to these desires as Brendan sees it. Often there exists a lack of openness, to examine Board performance and to take advice or to think differently. Brendan opines the lack of diversity on boards, the range of people entering boards is still, he believes too narrow. The gender balance is better but it is still not where it could be and could be if boards had better advice, tools and more openness to improvement. o Brendan shares two case studies, boards he worked with where governance had gone off the rails. Brendan through his work helped both to work out their roles, to define a clear strategy and to understand the interdepended nature between the board and management teams. He shared structure and processes over time to improve the decision making and relations on the Board and between the Management teams. o Boards cover 3 things; Strategy, Finance and People. Strategy is often misunderstood, Finance is often exceedingly well covered and the people piece is the lease attended. o Since the Global Financial Crisis a number of tools have evolved to do what is known as a cultural audit. Boards are often shocked that people like Brendan can hold up a mirror and identify what the culture is at an organisation. o Brendan shares his definition of what comprises Culture. Visible behaviours, behaviours people will see, the group dynamic and then the mindsets that drive these behaviours. There are tools used to hold to hold up a mirror and share what Mindset ideas are being operated. Brendan shares the example of the police force here in Ireland, An Garda Siochana. Its culture was audited and it revealed the high minded ideas that were housed in the annual report with the actual mindset that actually prevailed. The gap proved to be staggering. o You have to ask what is going on in the narrative of an organisation, the psychology of an organisation, the group dynamic to shape its culture? It is important to tap into these dimensions to shape an appropriate culture, appropriate to the market and context in which an entity lives & it has to be attuned to what the organisation says it wants to achieve in terms of its objectives and plan. o This is the role of Boards and the value they can provide. o Brendan makes the distinction between Boards who operate answering the Pass Questions in an Irish Leaving Certificate and a Board that addresses the Honours questions, Culture, Leadership, Strategy and Oversight. o The Board is a team and it is also a Team with the Executive Directors & staff managing the many relations that comprise the social system in a bid to achieve its goals. o Brendan would love to see more conversation of this nature to increase awareness & understanding of Boards and board effectiveness and to show case the many tools and techniques that have evolved to support teams and boards to overcome bias in decision making. Resources mentioned across this podcast · www.navigo.ie
In this episode, we discuss the SEC's new cybersecurity disclosure rules finalized in July. The new disclosure rules expand registrants' annual disclosures and require more specific details for material cybersecurity incidents. With these significant changes and the implementation approaching, companies should not wait to get ready. This week, Heather Horn is joined by Kyle Moffatt, PwC National Office Professional Practice Leader, and Matt Gorham, PwC's Cyber & Privacy Innovation Institute Leader, to discuss what companies can do to prepare now for the new requirements.In this episode, you'll hear discussion of:4:28 - Why cybersecurity is an area of focus for the SEC 8:03 - A summary of the SEC's new cybersecurity rules and disclosure requirements10:21 - Types of cyber incidents, including what's required to be disclosed in the Form 8-K and how companies should think about “material” impacts12:58 - The importance of developing relationships with federal law enforcement and how smaller companies can start to build those relationships20:19 - An ideal sequence of action steps when a cyber incident occurs24:32 - Top considerations when preparing to disclose in accordance with the SEC's cybersecurity rules33:10 - Key takeaways for companies reviewing their processes and preparing for the new disclosure requirementsLooking for more information on cybersecurity? Check out our publication and register for our Q3 2023 Quarterly accounting webcast for a detailed discussion of the SEC's cybersecurity rules with Kyle; PwC Vice Chair, Wes Bricker; and Raquel Fox, Partner & Co-Head of SEC Reporting and Compliance; Capital Markets; M&A; Corporate Governance at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates. Kyle Moffatt is PwC's Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also consults with engagement teams and audit clients on SEC reporting matters. Before PwC, Kyle spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.Matt Gorham is PwC's Cyber & Privacy Innovation Institute Leader, providing thought leadership, perspective, and analysis on trends affecting all aspects of cybersecurity and privacy. He has over three decades of experience mitigating threats through building and leading cross functional teams. Before PwC, Matt spent 25 years with the FBI as the Assistant Director of Cyber.Heather Horn is PwC's National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC's accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather's accounting and auditing expertise includes financial instruments and rate-regulated accounting.Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to firstname.lastname@example.org.
0:00 -- Intro.1:43 -- Start of interview.2:11 -- Suzanne's "origin story" "One of my proudest jobs was working with the NJ Pandemic Relief Fund"14:12 -- Joining the NYSE Board Diversity Initiative. *reference to Chief ("the only private membership network focused on connecting and supporting women executive leaders")15:22 -- Three key NYSE ESG Initiatives:The NYSE Sustainability Advisory Council (tackling the "E" in ESG)The NYSE/Syndio collaboration (tackling the "S" in ESG)The NYSE Advisory Board Council (tackling the "G" in ESG). It was created to help identify and place diverse candidates to serve on boards (*it has placed 38 board candidates, as of the date of this recording).Council: 25 members ("it launched in 2019 with 16 CEOs of the NYSE")Candidates: ~700 CEO vetted candidates.Companies: all ~2,400 NYSE listed companies + private PE/VC backed companies.25:04 -- On placing directors on cross-listed (international) companies. "Over 15% of our candidates are international"26:39 -- On the impact of SB-826, AB-979 and other board diversity efforts. "Intentionality [on this topic] works"28:47 -- On the ESG and DEI backlash. "ESG really suffers from a branding problem."31:46 -- Board dynamics, age and generational shifts in the boardroom. "The avg age of directors has remained at 64 years old."33:57 -- On the evolution and trends in board diversity. On the "pipeline falacy."36:33-- Current state of capital markets. History of the NYSE.40:27 -- Other corporate governance trends: term limits, board evaluations ("it's what you do with it afterwards"), global supply chain, green energy transition and cybersecurity expertise. *reference to E107 with David Larcker and Brian Tayan46:00 -- Books that have greatly influenced her life: Don Quijote by Miguel de Cervantes (1605 and 1615)Start with Why by Simon Sinek (2009)47:54 -- Her mentors, and what she learned from them: "it's more of a collective with other women."48:41 -- Quotes she thinks of often or lives her life by: "Success is not final, failure is not fatal, it's the courage to carry on that counts." Winston Churchill. 49:18 -- An unusual habit or an absurd thing that he loves: "I love to research obscure dogs."51:35 -- The living person she most admires: Jimmy Carter.Suzanne Brown currently leads the NYSE's effort to place more diverse candidates on corporate and private company boards. __ 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
This the third and final podcast episode covering the wake of destruction executed by the “Most Dangerous Organization in History: The U.S. Republican Party. The Republicans in Congress and their brethren in state governments are using their power to sabotage democracy and eliminate any environmental protections – for good. It's hard to state how serious this is. In this explosive episode we explore:Republican interference by passing regulations against investing in improvements for ESG: Environmental, Social, and Corporate Governance – using money to improve the lives of people and the health of the planet is now against the law in many states. As of 2022, the U.S. had 955 billionaires. While some are very generous in donating to worthy causes, the majority are conservative, or rabidly right-wing who support an aggressive form of religious and political activism. Even though the Right to Protest has always been one of the fundamental bedrocks of American democracy, Republicans view it as a danger to themselves and have passed a slew of laws that not only come with hefty fines and jail time, but with laws to allow their supporters to cause great bodily harm or even murder of protesters – with no consequences!And most disturbing of all, Republicans already have a nearly 1,000-page written plan, that if Trump or a like-minded conservative wins the presidency in 2024, there will be a radical restructuring of our government, with devastating consequences. The worst part? If Trump's forces do change enough electoral rules and personnel to guarantee victory in 2024, there is zero chance the US government will take the strong climate action needed to avert global catastrophe.CALL TO ACT: A Comprehensive On-Line Encyclopedia of Eco-SolutionsEpisode Website
proving workplace culture can sound like an impossible task, but today's guest, Bonnie Low-Kramen, has had more than 1,500 unfiltered conversations with executives, HR professionals, recruiters, executives, assistants, and leadership experts to identify the people focused solutions that really work to create the ultimate workplace. What You'll Discover About Improving Workplace Culture:* What people are saying behind closed doors about improving workplace culture.* The critical importance of respect in the workplace, and how it”s often trampled.* The powerful links between respect, belonging and improving workplace culture.* The surprising thing one CEO did during Covid to maintain his organization's culture.* How improving workplace cultures requires identifying and fixing broken systems.* And MUCH more.Guest: Bonnie Low-KramenITEDx international speaker and trainer Bonnie Low-Kramen worked as the Personal Assistant to Oscar-winning actress Olympia Dukakis for 25 years. Since 2010, Bonnie has been traveling the world teaching and speaking – in 13 countries and 38 states to date.She is now a CEO herself, employs an assistant, and is globally recognized as one of the most respected leaders in the administrative profession and an expert on workplace issues. Bonnieis sought after to speak about building ultimate partnerships between executives and assistants.In 2022, Bonnie made her TEDx debut with “The Real Reasons People Quit.” Her writing has appeared in Harvard Business Review and her work was featured as the Forbes cover story in May 2019. Corporate clients include the Wharton School of Business, Starbucks, Amazon, Rutgers University Business School, University of Chicago Business School, Campbell Soup, and British Parliament. Bonnie holds a BA from Rutgers University in New Jersey.She is a co-founder of NYCA – New York Celebrity Assistants – a professional networking organization which began in 1996. A New Jersey native, Bonnie's highly interactive, informative, and inspiring work seeks to bridge the gaps between staff towards building an ultimate workplace – or as close as they can get.Related Resources:m If you liked this interview, you might also enjoy our other Corporate Governance and Culture episodes.Contact Bonnie and connect with her on LinkedIn, Facebook, and “X” formerly known as Twitter.Check out her books: the bestselling
In this episode I interview Tim Weiss, CEO of Climatetech. Weiss discusses the obstacles companies have to overcome when managing Scope 3 emissions, the impact of potential government regulations in the US on Scope 3, and the potential competitive advantage of companies that successfully manager Scope 3 emissions.
0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023).2:00 -- Start of interview. 3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006).7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation."11:05 -- Kendall's whistleblower scenario. Conducting internal investigations.15:02 -- On government relations and political interference with federal investigations. "It essentially doesn't work." "The discretion and judgment of a line prosecutor is always going to rule the day."17:22 -- Cooperating with Federal investigations. 21:12 -- The role of the board of a public company under federal investigation.22:52 -- On "shifting to legals", internal investigations by outside counsel, and creating a special committee of the board to remove conflicts of interest.29:16 -- Explaining joint defense agreements. The Archer-Daniels-Midland case (reference to movie The Informant).33:34 -- On the link between good governance and how shareholders value the company, including activists (Josh Aronson scene) and the proxy battle.43:36 -- On sexual harassment complaints (situation between Roman and Gerri involving explicit pictures). The factor of CEO succession and how the board should conduct their selection.50:30 -- On potential GoJo red flags and need for due diligence, including leadership assessment and kicking the tires on their numbers. What could/should board be doing in this situation?55:33 -- Dealing with moguls and founders like Lukas Matsson. "I think that one of the elements at the heart of corporate governance is personal integrity and character... and Matsson is not a good guy."59:49 -- Family governance within public companies. "Ultimately it all comes down to the documents: who can vote what, who has control, who has the ability in a tie break, etc." The problem with "rubber stamping boards." Question: "would any of us invest in a company run by Kendall or Roman?"01:06:11 -- Kendall's Unreliable Testimony to the DOJ ("Queen for a day" opportunity) and Preparation Failure.Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.Sean Berkowitz is a Partner at Latham & Watkins and the Global Chair of the Complex Commercial Litigation Practice. He represents clients in complex litigation and regulatory investigations.__ 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
Welcome to the award-winning FCPA Compliance Report, the longest-running podcast in compliance. In this episode, Tom Fox welcomes Dottie Schindlinger, Executive Director of the Diligent Institute. The Diligent Institute, the governance research arm of Diligent Corporation, is on a mission to promote governance excellence by providing valuable resources and support to board members and senior leaders. Through research, thought leadership, podcasts, web shows, and certification programs, the institute addresses topics such as climate leadership, ESG, cyber risk, strategy, and AI ethics. Programs like the Next Gen Board Leaders Program and Director Network software facilitate peer-to-peer networking and board opportunities. The Diligent Academy offers e-learning certification programs for directors, while the Diligent Forum provides a platform for directors to discuss specific themes with guest speakers. The conversation emphasizes the importance of empowering board members with the right information and insights to make informed decisions. It also discusses the changing role of directors in today's business landscape, with a focus on digital transformation, cybersecurity, and customer satisfaction. The Diligent Institute aims to be a trusted resource for directors, providing valuable knowledge and understanding of their needs. Key Highlights: · Diligent Institute: Empowering Board Leaders · Diligent Academy and Forum · ESG Momentum · ESG Views and Director Confidence · The Changing Role of Directors Resources Dottie Schindlinger on LinkedIn The Diligent Institute Tom Fox Instagram Facebook YouTube Twitter LinkedIn Learn more about your ad choices. Visit megaphone.fm/adchoices
In this episode, Chris Peacock, Founder and CEO of Agcor discusses a range of topics. Peacock discusses how critical it is for the Agricultural economy be a part of the solution for a sustainable future, what are the barriers farmers face when adopting ESG practices and polices, and the impact of climate fintech will have over the next 5-10 years.
The frothiness of the covid market in business aviation may be in the rearview mirror, but that doesn't mean the space has slowed down. We've certainly come down from the rabid highs, but we're still hovering above pre-pandemic levels in terms of activity. From the Wheels Up/Delta deal to competition in big cabin jets and pilots, there's a lot happening in the market. What does this activity tell us about the health of and outlook for business aviation? Can we expect more competition between manufacturers? In this episode, aviation industry strategist, Forbes contributor, and the founder of BRiFO, Brian Foley gives us an update on business aviation trends in 2023. Guest Bio Brian Foley is an aviation industry strategist, Forbes contributor, and the Founder of Brian Foley Associates (BRiFO). Foley formed the consultancy Brian Foley Associates (BRiFO) in 2006 to help aerospace firms and investors with strategic research and guidance. Previously he was Marketing Director at Dassault Falcon Jet for 20 years. His career began at Boeing as a flight test engineer and marketing manager. He serves the Transportation Research Board as a member of the business aviation and helicopter subcommittees. He earned a Series 7 General Securities Representative license and is an instrument-rated private pilot. As a Forbes.com contributor and AvBuyer Editor-Market Intelligence, thoughts are shared on the aviation segment. A dual BS degree in aerospace and mechanical engineering from Syracuse University and an MBA from Seattle University are held. He completed Wharton's Executive Education Program in Corporate Governance and is available for non-executive industry director roles. To find out more, visit https://www.brifo.com/ Learn More About Your Host: Co-founder and Managing Partner for Northstar Group, Craig is focused on recruiting senior-level leadership, sales, and operations executives for some of the most prominent companies in the aviation and aerospace industry. Clients include well-known aircraft OEMs, aircraft operators, leasing / financial organizations, and Maintenance / Repair / Overhaul (MRO) providers. Since 2009 Craig has personally concluded more than 150 executive searches in a variety of disciplines. As the only executive recruiter who has flown airplanes, sold airplanes, AND run a business, Craig is uniquely positioned to build deep, lasting relationships with both executives and the boards and stakeholders they serve. This allows him to use a detailed, disciplined process that does more than pair the ideal candidate with the perfect opportunity and hit the business goals of the companies he serves.
Topic: Breaking Barriers While Helping Others Guest: Michelle Greenberg-Kobrin Bio: Michelle Greenberg-Kobrin is a Clinical Professor of Law at Cardozo Law School and the Founding Director of the Program on Leadership at the Heyman Center for Corporate Governance. Professor Greenberg-Kobrin is a Lecturer-in-Law at Columbia Law School, where she served as Dean of Students for eleven years. She also holds an appointment at Columbia University's Teachers College in the Klingenstein Center for Independent School Leadership. She teaches in the areas of transactional law, leadership, conflict resolution and negotiation, intellectual property law and educational governance. She served as the Title IX Coordinator at Columbia Law School where she authored sexual harassment policies and oversaw the sexual respect initiative, training hundreds of students each year. Professor Greenberg-Kobrin also facilitates the Arev Fund, a grantmaking organization whose mission is to use and promote impactful female Jewish philanthropy to spur change, with a particular focus on the advancement of women. Areas of interest include spiritual leadership, communal life, social justice, and education. Prior to her appointment at Columbia, she was an attorney in the corporate, securities, and financial Institutions group at Arnold & Porter. She received both her BA and her JD from Columbia University, and was a Bruriah Scholar at Midreshet Lindenbaum and a Torat Miriam fellow. Professor Greenberg-Kobrin trains leaders around the world and lectures and consultants with various universities, organizations, Jewish day schools and private schools on a wide-range of issues, including leadership training, negotiation and conflict resolution, agunot, policy drafting and implementation, sexual assault and harassment prevention, crisis management, work/life balance, faculty development and training and women and Judaism. She serves on a number of not-for-profit boards and lives in Riverdale, New York with her husband. They are the parents of five children. In this episode we discuss: 1) Hard Work 2) Memories from Columbia Law School class of 99' 3) Learning in Depth 4) Lessons in Parenting 5) Influencing Students 6) Start-Up Philanthropy 7) Never Saying No and so much more!
0:00 -- Intro.1:38 -- Start of interview.2:26 -- On the origin story of their latest book: "The Art and Practice of Corporate Governance." 7:32 -- About the Boeing 737Max case. The cultural shift. "Safety was just a given."12:29 -- About Netflix's "Radical Transparency in the Boardroom." Reference to their 2010 case study "Equity on Demand, the Netflix Approach to Compensation." 18:37 -- On the question of CEOs moving up to the Chairman position, (the role of Executive Chairman).22:39 -- On the evolution of CEO compensation, Say-On-Pay and CEO-to-worker pay ratios.27:06 -- On the practice of awarding "mega grants" to CEOs (particularly with founder-led tech companies, emulating Elon Musk's Tesla case).30:42 -- On compensation issues regarding the recent SVB and other bank collapses. "Incentives are more than just the dollar value."35:11 -- About the "epic misbehavior at Uber", unicorns and other private venture-backed company governance issues.42:42 -- On the double-edged sword of CEO activism. 45:05 -- Engaging employee activists. The Coinbase example. The General Counsel View on ESG Risk (2021).52:35 -- On the backlash on ESG (see previous episode E50 "The Seven Myths of ESG.")57:51 -- Corporate governance topics that they are currently working on: 1) SEC overreach and disclosure, 2) DEI, and 3) What's going on at the board level: new data and insights will be released soon!David Larcker is the James Irvin Miller Professor of Accounting Emeritus at the Stanford Graduate School of Business and he's a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations.__ You can follow the Stanford Corporate Governance Research Initiative on social media at:Twitter: @StanfordCorpGovLinkedIn: https://www.linkedin.com/showcase/corporate-governance-research-initiative/about/__ 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
Working from home became the norm for millions of us around the globe during the Covid-19 pandemic, but now three years on some major employers are insisting on their employees returning to the office, for at least some part of the working week. The levels of working from home currently vary, depending on the country and its culture. The Netherlands are looking at legislation to allow employees the ability to work remotely, whilst in Japanese culture the preference for employees tends to be going into the office. So how do we navigate a future where both business and personnel needs are met to provide a good work life balance. This week on the Inquiry we're asking ‘Is work from home working?' Contributors: Jose Maria Barrero, Assistant Professor of Finance at ITAM Business School, Mexico and Co-Founder of WFH Research project Dr Saori Sugeno, Lecturer in Corporate Governance and International Business, Surrey Business School, University of Surrey Román Gil, Partner in law firm Sagardoy Abogadas, the Spanish firm of Ius Laboris, global employment law alliance for multinational companies. Dr Wladislaw Rivkin, Associate Professor of Organisational Behaviour, Trinity Business School, Dublin, Ireland Presenter: Charmaine Cozier Producer: Jill Collins Researcher: Matt Toulson Editor: Tom Bigwood Technical Producer: Kelly Young Production Co-ordinator: Brenda Brown (A working from home environment / Getty images)
In this episode, CII General Counsel Jeff Mahoney interviews Edward B. Rock, The Martin Lipton Professor of Law and Co-Director of the Institute for Corporate Governance & Finance at the New York University School of Law. Professor Rock is a co-author of a recent paper, "Corporate Governance Welfarism."
In this episode I interview Kim Dabbs, Global VP of ESG and Social Innovation at Steelcase. Dabbs discusses the career path into ESG, outlining the. value of ESG and Social Innovation programming and goals to stakeholders, and her organization, To Belonging.
In this episode, King Ho, Co-head for Product for Depositary Receipts, Asia Pacific and MENA markets at J.P. Morgan, is joined by Braedon Lehman, Senior Associate for Corporate Governance and M&A at S&P Global Market Intelligence, and Prerna Divecha, Climate and ESG Credit and Risk Solutions business at S&P Global Market Intelligence, to discuss the value of sustainability and related corporate governance practices and how this may connect to climate risk based on case studies of companies in Asia Pacific and Latin America. Braedon and Prerna will highlight some of the main findings from the S&P's study commissioned by J.P. Morgan and suggests practical implications for companies considering this as part of their corporate strategy. This episode was recorded on August 11, 2023. J.P. Morgan is a marketing name for the Securities Services businesses of JPMorgan Chase Bank, N.A. and its affiliates worldwide. JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. with limited liability, is regulated by the Office of the Comptroller of the Currency in the U.S.A., as well as the regulations of the countries in which it or its affiliates undertake regulated activities. For additional regulatory disclosures regarding J.P. Morgan entities, please consult: www.jpmorgan.com/disclosures. This podcast has been created and prepared for informational purposes only and should not be relied upon as financial, investment, and/or legal advice. The content of this podcast may not be reproduced or used for any other purpose without the prior written consent of J.P. Morgan. The views expressed in the podcast are those of the speakers' and do not necessarily constitute J.P. Morgan's endorsement of the same. The statements in this podcast are not intended to be legally binding. In preparing this podcast, J.P. Morgan has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Neither J.P. Morgan nor any of its directors, officers, employees or agents shall incur any responsibility or liability whatsoever to any other party in respect of the contents of this podcast or any matters referred to in, or discussed as a result of, this podcast. J.P. Morgan makes no representations as to the legal, regulatory, tax or accounting implications of the matters referred to in this podcast. The products and services described in this podcast (if any) are offered by JPMorgan Chase Bank, N.A. or its affiliates subject to applicable laws and regulations and service terms. Not all products and services are available in all locations. Eligibility for particular products and services will be determined by JPMorgan Chase Bank, N.A. and/or its affiliates. ©2023 JPMorgan Chase & Co. All rights reserved.
Kieran Poole and the team count down the top five wildest campaigns of the year so far as featured in our Proxy Season Review 2023. Who will take top spot? Who will get silver? Who will miss out on a podium place? Listen now and then enjoy a more comprehensive analysis in the report.
Rick Howard, the CSO, Chief Analyst, and Senior Fellow at N2K Cyber, discusses the current state of cybersecurity risk forecasting with guests Fred Kneip, CyberGRX's founder and President of ProcessUnity, and Kevin Richards, Cyber Risk Solutions President. Howard, R., 2023. Cybersecurity First Principles: A Reboot of Strategy and Tactics [Book]. Wiley. URL: https://www.amazon.com/Cybersecurity-First-Principles-Strategy-Tactics/dp/1394173083. Howard, R., 2023. Bonus Episode: 2023 Cybersecurity Canon Hall of Fame inductee: Superforecasting: The Art and Science of Prediction by Dr Phil Tetlock and Dr Dan Gardner. [Podcast]. The CyberWire. URL https://thecyberwire.com/podcasts/cso-perspectives/5567/notes Howard, R., 2022. Risk Forecasting with Bayes Rule: A practical example. [Podcast]. The CyberWire. URL https://thecyberwire.com/podcasts/cso-perspectives/88/notes Howard, R, 2023. Superforecasting: The Art and Science of Prediction [Book review]. Cybersecurity Canon Project. URL icdt.osu.edu/superforecasting-art-and-science-prediction. Howard, R., 2022. Two risk forecasting data scientists, and Rick, walk into a bar. [Podcast]. The CyberWire. URL https://thecyberwire.com/podcasts/cso-perspectives/89/notes Howard, R., Freund, J., Jones, J., 2016. 2016 Cyber Canon Inductee - Measuring and Managing Information Risk: A FAIR approach [Interview]. YouTube. URL https://www.youtube.com/watch?v=vxBpAnSBaGM Hubbard , D.W., Seiersen, R., 2016. How to Measure Anything in Cybersecurity Risk [Book]. Goodreads. URL https://www.goodreads.com/book/show/26518108-how-to-measure-anything-in-cybersecurity-risk Clark, B., Seiersen , R., Hubbard, D., 2017. “How To Measure Anything in Cybersecurity Risk” - Cybersecurity Canon 2017 [Interview]. YouTube. URL https://www.youtube.com/watch?v=2o_mAavdabg&t=93s Freund, J., Jones, J., 2014. Measuring and Managing Information Risk: A FAIR Approach [Book]. Goodreads. URL https://www.goodreads.com/book/show/22637927-measuring-and-managing-information-risk Katz, D., 2021. Corporate Governance Update: “Materiality” in America and Abroad [Essay]. The Harvard Law School Forum on Corporate Governance. URL https://corpgov.law.harvard.edu/2021/05/01/corporate-governance-update-materiality-in-america-and-abroad/ Posner, C., 2023. SEC Adopts Final Rules on Cybersecurity Disclosure [Essay]. The Harvard Law School Forum on Corporate Governance. URL https://corpgov.law.harvard.edu/2023/08/09/sec-adopts-final-rules-on-cybersecurity-disclosure/ Linden, L.V., Kneip, F., Squier, Suzie , 2022. Threats Across the Globe & Benchmarking with CyberGRX [Podcast]. Retail & Hospitality ISAC Podcast. URL https://pca.st/a49enjb1 Lizárraga, C.J., 2023. Improving the Quality of Cybersecurity Risk Management Disclosures [Essay]. U.S. Securities and Exchange Commission. URL https://www.sec.gov/news/statement/lizarraga-statement-cybersecurity-072623 Staff, 2022. Benchmarking Cyber-Risk Quantification [Survey]. Gartner. URL https://www.gartner.com/en/publications/benchmarking-cyber-risk-quantification Tetlock, P.E., Gardner, D., 2015. Superforecasting: The Art and Science of Prediction [Book]. Goodreads. URL https://www.goodreads.com/book/show/23995360-superforecasting Winterfeld, S., 2014. How to Measure Anything in Cybersecurity Risk [Book review]. Cybersecurity Canon Project. URL https://icdt.osu.edu/how-measure-anything-cybersecurity-risk