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    Donna Anderson, Head of Corporate Governance at T. Rowe Price: "This Has Been A Very Surprising Proxy Season"

    enJune 28, 2021
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    About this Episode

    1. Intro.
    2. (1:30) - Start of interview.
    3. (2:14) - Donna's "origin story": She grew up moving a lot since her dad was a Navy pilot. She attended Trinity University (started at 16). After college she worked as a newspaper reporter at a small daily in Washington State and then worked in the PR office for the State Department in Brussels. She later got an MBA at the University of Texas at Austin with the objective of becoming an investment analyst. After graduation she joined Dyer, Robertson & Lamme (’96-’98) in Houston as an equities analyst. She then joined Invesco (’98- ‘07) as director of equity research, including responsibility for voting the proxies. She joined T. Rowe Price (’07- Present) with a specialty in corporate governance.
    4. (6:34) - Her description of T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. "This firm is virtually all active management (95%)." It's pure play asset management, deeply rooted in fundamental investment research. Corporate governance became more relevant around the time of the financial crisis (2007), so a decision was made to create a corporate governance specialty group.
    5. (10:42) -  How does T. Rowe Price think about its corporate governance function? "I think that our corporate governance approach is complementary to the passive investors." "We have a set of guidelines but nobody gets wedded to that, we approach each situation case-by-case." "This year brought so many exceptions, such as compensation during the pandemic." They look at every single vote. The proxy team is comprised of 3 people. They have a separate responsible investment team that covers ESG matters.
    6. (17:21) - On ESG and its impact on corporate governance: T. Rowe Price had 1,002 engagements with companies in 2020: 53% dealt with ESG matters. The job of the ESG folks is still centered around getting the information they need (disclosure of relevant data is still an issue with ESG). "We have a very disproportionately large footprint in small and mid cap companies, plus private companies, and they need a lot of coaching on ESG, DEI or corporate governance matters."
    7. (20:11) - On corporate governance of private companies (pre-IPO). We are early in the life-cycle of these companies so we can show them what are the corporate governance trade-offs (particularly from the shareholder side).
    8. (24:14) - Her take on dual-class share structures (enlightened by her role in the private investments valuation committee at T. Rowe Price). They plan to be long term investors, so they make sure that the companies that they have invested in understand the trade-offs involved in decisions such as having dual-class shares (for example, exclusions from S&P500 index if dual class shares don't expire). "It's reasonable to start with a classified board and graduate to an annually elected board later." On dual-class shares: "over time we have concluded based on years of experience that [the dual-class share structure] is not aligned with our interests... but...we are perfectly comfortable with a time-based sunset provision of 7 to 10 years." "This is a market where dual-class stock is accepted, so we think that a road-map idea and compromises like time-based sunset provisions are the right pragmatic solutions" "I think a lot of investors view that sunset provisions are the perfect compromise in this market, where there are not many alternatives."
    9. (29:39) - Her take on the current proxy season: "This was a very surprising year but I would not put [the Exxon proxy fight] on that bucket. Anyone that was surprised by that outcome was not playing close enough attention." "We don't see [the Exxon case] as a watershed event where investors will push E & S directors into boardrooms." "I think the conditions were very Exxon specific and that same fund with those same directors brought at any other company would have had a different outcome."
    10. (30:46) - On compensation issues in this proxy season. "We've been really surprised at how investors had their pitchforks out over companies that made comp changes in the heat of the moment in Q2 last year."
    11. (31:32) - On how some large shareholders flipped their views in favor of E&S shareholder proposals. "Those results were surprising to me and to a lot of companies."
    12. (32:31) - On the shareholder proposal process: "I think that shareholders have yet to reckon with the fact that the shareholder proposal process in this market has been taken over by non-shareholders [such as advocacy groups including E&S activist groups 'harnessing the power of shareholders' to foster social change]" "I think it's really questionable whether some of these activists actually want [companies such as] Amazon, Exxon, Chevron or Kroger to exist in 10 years." It's questionable whether these groups are aligned with shareholders interests.
    13. (34:04) - On companies arm twisting to bullying on vote outcomes this proxy season: "The Sunday night late calls that we've gotten, the votes put on hold for some time, this kind of thing is not allowed in other markets but it is allowed here. I thought this year they were particularly aggressive. I hope it's not a trend but I've been pretty alarmed by the lengths that the companies went through to engineer an outcome that is not real."
    14. (36:35) - On board diversity: "This is an area where the pace of progress is pretty surprising, and what it took to get there was shareholders coalescing around board diversity." T. Rowe Price wrote a letter to support the Nasdaq board diversity proposal. "Our take on board diversity is that [there must be a target], whether you want to call it a quota or not. If it's only aspirational guess what, the progress is very, very slow."
    15. (36:35) - On the Business Roundtable "purpose of the corporation" restatement (2019). "I don't put a lot of stock in it." See "The Illusory Promise of Stakeholder Capitalism" Bebchuk & Tallarita (2020). Also, if you talk to IR professionals, it's clear that shareholders are still a priority for companies.
    16. (43:58) - The books that have greatly influenced her life:
      1. Wuthering Heights (1847), by Emily Brontë.
      2. Seven Choices (2003), by Elizabeth Harper Neeld.
      3. Caste (2020), by Isabel Wilkerson.
    17. (45:47) - Her mentors:
      1. The editor at the newspaper where she worked post college that taught her how to write, in a week.
      2. Brian Rogers (former Chairman and CIO at T. Rowe Price).
    18. (47:21) - Her favorite quotes:
      1. "You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone.
      2. "A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.
    19. (48:08) - Her "unusual habit": searching weird rocks!
    20. (59:04) - The living person she most admires: "women crushing it in a male dominated field" (ie Angela Merkel, Oprah, etc.) but she's fascinated by Mellody Hobson, co-CEO and President of Ariel Investments.

    Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.5 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

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    Substack: https://evanepstein.substack.com/

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    Patreon: patreon.com/BoardroomGovernancePod

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    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    (2:15) Start of interview.

    (3:16) Yifat's "origin story." 

    (6:20) Yifat's bio and positions at the University of Haifa and Technion - Israel Institute of Technology.

    (8:00) About Elizabeth Pollman, Professor at the Penn Carey Law School at the U. of Pennsylvania.

    (9:57) About their article, Ousted (2023). 

    "We use that term broadly to refer to being forced or pushed to step down from the CEO role, specifically that managerial role, despite having significant control. And what we're arguing is that there's a whole bunch of countervailing forces and factors that can work to limit the durability of the founder CEO's power and ultimately can lead to them resigning from that managerial role."

    (11:58) Examples of countervailing forces and factors to the founder/CEO power. Differences between public and private companies. Influence of voting rights.

    (15:20) Influence of margin loans (backed by founder stock) and secondary sales in corporate governance. *Reference to E41 with Maureen Farell on Cult of We (Aug 2021).

    (19:31) Conflict with regulators, investors and other stakeholders (example: Uber). *Reference to Elizabeth Pollman's article on Regulatory Entrepreneurship

    (22:19) On employee pressure in corporate governance.

    (23:00) On OpenAI's board debacle (involving Sam Altman's ouster and reinstatement). 

    (29:31) Other founder/CEO cases referenced in Ousted. *Mention of E64 with Keir Gumps, involved in Uber's governance clean-up. Cases of Elizabeth Holmes (Theranos) and Sam Bankman-Fried (FTX). On externalities from lack of corporate governance in startups, particularly unicorns. The impact of the Power Law in VC-backed companies.

    (36:26) Take-aways from their article Ousted. Gap between academia and practice.

    (40:04) Elizabeth Pollman's article Startup Failure. *Reference to E3 with Elizabeth Pollman on Startup Governance and Regulatory Entrepreneurship (May 2020).

    "[I]t's really important that law and culture facilitate the efficient flow of the failure of venture-backed startups and that failed startups can do so with honor because that's what sustains our system in a big way, out of which comes these few successes. 
    But we also have to have a way of dealing with lots of failed startups (ie. M&A, acquihires, ABCs, and liquidation)."

    *Reference to my newsletter describing a time of "downrounds, shutdowns and recaps" on a monthly basis.

    (44:28) Yifat Aran's article The RSU Time Bomb: Regulating Startup Equity Compensation in the Unicorn Era. Triggered by Stripe's downround in March 2023 (raising $6.5 billion at $50 billion valuation).

    (52:51)  On current equity compensation practices and the private/public market divides.

    (54:51) Consequences of startups staying private for longer (SPL) or forever.

    - Rapid fire questions for Yifat Aran:

    (58:31) Books that have greatly influenced her life: 

    1. The Death of Ivan Ilyich by Leo Tolstoy (1886)

    (59:56) Her mentors: 

    1. Dorit Beinisch (Former President of the Supreme Court of Israel)
    2. Joe Grundfest, Stanford Law School.
    3. Elizabeth Pollman, Penn Carey Law School.

    (01:02:30) Quotes that she thinks of often or lives her life by: "I believe that you can achieve everything, but you aren't likely to achieve everything at the same time."

    (01:03:13) An unusual habit or absurd thing that she loves: chic flicks and gummy bears to write papers.

    (01:03:46) A living person she admires: Arthur Rock.

    Elizabeth Pollman is a Professor of Law and the Co-Director of the Institute for Law & Economics at the University of Pennsylvania Carey Law School. She teaches and writes in the areas of corporate law and governance, as well as startups, venture capital, and entrepreneurship.

    Yifat Aran is an Assistant Professor of Law at the University of Haifa. She is also a lecturer in the MBA program at the Technion, Israel Institute of Technology, and a research fellow at the Rutgers Institute for the Study of Employee Ownership and Profit Sharing. She is primarily interested in corporate law and governance and securities regulation, with a focus on venture capital and entrepreneurship. 

    __

    This podcast is sponsored by the American College of Governance Counsel.

    You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    You can join as a Patron of the Boardroom Governance Podcast at:

    Patreon: patreon.com/BoardroomGovernancePod

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    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

    Larry Clinton: "The Essence of Cybersecurity is that All the Incentives Favor the Bad Guys."

    Larry Clinton: "The Essence of Cybersecurity is that All the Incentives Favor the Bad Guys."

    (0:00) Intro.

    (1:21) About the podcast sponsor: The American College of Governance Counsel.

    (2:08) Start of interview.

    (2:49) Larry's "origin story." 

    (4:49) About the Internet Security Alliance (ISA). Founded in 2000 by former Congressman Dave McCurdy, former chairman of the House Intelligence Committee. Larry joined as CEO from the beginning.

    "The ISA view is that we need to look at not just how the attacks are occurring, we also need to look at why the attacks occur. 
    Because unless we understand why the attacks occur, we're never going to be able to create a truly sustainable system."

    "Cyberattacks are cheap, easy to acquire, they're incredibly profitable, trillions of dollars a year in damage. The business plan is fabulous, same attacks all over the world constantly. It's hard for on the defense side, we're defending an incredibly porous perimeter. It's hard to show return on investment to things you've prevented, and there's no law enforcement. We prosecute maybe 1% of cybercrimes. So it's that imbalance in the economics of cybersecurity that ISA focuses on."

    "The reason that we have all these attacks is because it is such a profitable endeavor to do these attacks."

    (10:19) China's threat in cybersecurity.

    (12:07) About the NACD/ISA Director's Handbook on Cyber-Risk Oversight.

    (15:36) On the evolution of the Directors' Handbook since it's first version in 2014. International editions, and adding a 6th ESG principle ("the systemic resilience and and collaboration principle").

    (20:20) On the cost of cyber crimes: expected to cost the world ~$8 trillion dollars in 2023 (per the WEC).

    "The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."

    (24:40)  Principle 1: Cybersecurity from IT risk to a strategic, enterprise risk.

    "We would argue that cybersecurity should be considered in the same sense by a board, that they would consider finance and legal. So the board does not make any decision, any important decision, without consulting with legal and finance. We would argue in the 21st century, there's not a single important decision the board makes, major decision, that does not have a cybersecurity component to it."

    (27:12)  Principle 2: Legal and Disclosure Obligations.

    (28:05)  Principle 3: Board Oversight Structure and Access to Expertise.

    "[I]t is probably not necessary, it may not even be a good thing, to have a cyber experts, so to speak, on the board. We think that this is a full board responsibility."

    (29:43)  Principle 4: Enterprise Framework for Managing Cyber Risk.

    (31:03)  Principle 5: Cybersecurity Measurement and Reporting.

    "[T]he core definition of what a cyber risk is, is how much money is this going to cost our firm over a certain period of time. 
    That's a definition of risk. And you need to be able to figure out what this means to the business. [T]here is all sorts of spending, you know, in cybersecurity. We are now seeing exhaustion with that. We're seeing boards saying, hey, we're not going to increase your budget by 200% every year. Can't do it."

    (33:53)  On the SEC mandating cybersecurity experts in the boardroom..

    "ISA's number one legislative agenda is we need much more cybersecurity people. You know, one of the reasons that we can't have a cyber expert on every board is we don't have enough cyber experts for every board."

    (36:53) On SolarWinds' CISO enforcement action, and the case of Uber's CISO conviction.

    (41:40)  How should boards think about China risk ("digital silk road")

    "I think it was General Alexander who commented that the theft of intellectual property from cyber means is the largest single theft in world history."

    (45:36)  Regulating Artificial Intelligence (AI) and OpenAI's case.

    "Dave McCurdy used to say that Congress does two things well, nothing and overreact. So we're in that do nothing space with AI now. We don't want to overreact."

    (49:28) Three other issues for boards to consider: 1) The cybersecurity personnel shortage (we currently have a shortage of about 750,000 cybersecurity jobs we can't fill); 2) We should create an economic cyber security model; and 3) Challenges to Government regulation of cybersecurity.

    (53:08) Books that have greatly influenced his life: 

    1. Working by Stud Turkel (1974)

    (53:47) His mentor: his father.

    (54:49)  Quotes that he thinks of often or lives her life by: "This argument has the added benefit of being true" by Henry Kissinger. "The Godfather is never afraid to demonstrate his friendship first." from The Godfather book by Mario Puzo.

    (56:12) An unusual habit or absurd thing that he loves: "(Post COVID) I spend an hour a day just with my son, an hour a day just with my wife and an hour a day working out for my own health."

    (58:00) The living person he most admires: Barack Obama.

    (59:43) About his new TV show "Fixing Cybersecurity" (launching in January 2024).

    Larry Clinton is the President and CEO of the Internet Security Alliance.

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    This podcast is sponsored by the American College of Governance Counsel.

    You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    You can join as a Patron of the Boardroom Governance Podcast at:

    Patreon: patreon.com/BoardroomGovernancePod

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    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

    Joe Nocera and Kate O'Leary: Unpacking HBO's Succession (Season 4).

    Joe Nocera and Kate O'Leary: Unpacking HBO's Succession (Season 4).

    *Prior episodes reviewing Succession:

    1. Season 1: E98 (May 22, 2023)
    2. Season 2: E102 (June 26, 2023)
    3. Season 3: E109 (Sept 11 , 2023)

    0:00 -- Intro.

    2:12-- About the podcast sponsor: The American College of Governance Counsel.

    2:58 -- Start of interview.

    3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."

    6:41 --  Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."

    09:47 --  On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).

    13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 

    18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."

    19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.

    24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."

    28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."

    30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 

    36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."

    39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?
    A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."

    43:54 -- On the last boardroom scene, voting for the GoJo takeover.

    46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a corporation make decisions?" "People, process, policies." "What's the structure for decision making? Who gets to make the decision?  Joe: "Of the many tasks a CEO has, one of the most important is to find his successor [...] a CEO should have somebody lined up." 

    52:30 -- Final thoughts on the show. Joe: "I do think that some founders subconsciously want their company to fail after they're gone. They want this idea that only I could have built this and nobody can succeed me and do it as well as I did. And that's what I think was going on in season two. And I think maybe that's what's going on throughout Logan's, the four seasons that we watched Logan." Kate: "Logan Roy did nothing to make his children the kind of serious people who could take over for him. He thought there was only one him and the company dies with him. And it turns out that's probably kind of true."

    Kate O'Leary is the Global Executive Litigation Counsel at General Electric.

    Joe Nocera is a distinguished business journalist and author.

     

    You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    You can join as a Patron of the Boardroom Governance Podcast at:

    Patreon: patreon.com/BoardroomGovernancePod

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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