An alternative conceptual model for a corporate board as a parental archetype, and the firm as its android child. Costly, systemic power imbalances and conflicts of interest, inherent in the conventional model, are resolved by applying ancient Roman property law principles (usus, fructus, and abusus).

1. HUMANISTIC CORPORATE GOVERNANCE:
A UNIVERSAL MODEL FOR BALANCING POWER
AND ALIGNING INTERESTS
Long-Term Capitalism Challenge:
Hack submitted by Alex Todd to The Harvard Business Review/McKinsey
M-Prize for Management Innovation
GovernanceCommittee.com

2. WHAT IS A CORPORATION?
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I am a
legal
person.

3. WHAT IS A CORPORATION?
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Yes, you are.
That’s why you
require direction
from real people to
properly serve
society!

4. WHY DO WE NEED CORPORATE BOARDS?
GovernanceCommittee.com

5. WHAT IS THE PURPOSE OF CORPORATE
GOVERNANCE?
GovernanceCommittee.com

6. WHOSE INTERESTS DO BOARDS SERVE?
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I am not a
slave!

7. WHY DO WE NEED CORPORATE BOARDS?
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Instead,
invest in
my
productivity
. Buy my
stocks.
Thank you
for
investing
in our
company.
You can
trust us to
protect
your
interests.
Hey! What
about your
neighbours
’ interests?
Hold on!
You have a
duty to be
loyal to me.

8. WHO ELSE CLAIMS TO HAVE AN INTEREST?
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Who are
you?
I bought your
company’s shares
on the market. I am
your new owner.
Congratulations! We hope
you make lots of money
when you sell the shares.
But you are NOT an
investor in our company,
and certainly not its
OWNER!

9. HOW COULD HUMANISTIC CORPORATE
GOVERNANCE REPRESENT ALL INTERESTS?
GovernanceCommittee.com
Distribute
Power
Align Interests
Ancient Roman Property Law Principles

10. SHOULD COMPANY STAKEHOLDERS TRUST THE
BOARD?
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Hey! What
about your
neighbours
’ interests?

11. WHAT’S THE VALUE OF STAKEHOLDER TRUST?
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Strategic Stakeholders
Customers Investors Various Various

12. WHO ELSE NEEDS TO TRUST THE BOARD?
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13. HOW DO WE STRUCTURE OUR CORPORATE
GOVERNANCE SYSTEMS?
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Employee
s
Shareholders
Board of Directors

14. HOW COULD BOARDS IMPROVE CONDITIONS
FOR STAKEHOLDER TRUST?
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15. HOW COULD WE RESTRUCTURE OUR
CORPORATE GOVERNANCE SYSTEMS?
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Employee
s
Stakeholder
Congress*
* Terms from Shann Turnbull’s Network
Governance
Board of Directors
Shareholders

16. WHAT WOULD IT TAKE TO MAKE THIS CHANGE?
GovernanceCommittee.com
By-Laws

17. WHAT MODIFICATIONS ARE REQUIRED?
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By-Laws
CERTIFICATES FOR
SHARES AND THEIR
TRANSFER
Certificates of Shares:
• Voting Capital Stock
• Non-voting Market
Shares
• Voting Non-equity
Shares
Transfer of Shares:
• Tradable Shares
• Non-tradable Shares
• Conversion of Shares

18. HUMANISTIC CORPORATE GOVERNANCE, TO
WHAT END?
GovernanceCommittee.com
Compliance
Sustainability
Creating Shared
Value

19. GovernanceCommittee.com
Thank You
Alex Todd
416-487-1497
Alex.Todd@GovernanceCommittee.c
om
http://TrustEnablement.com