This document discusses employee ownership and how giving workers ownership stakes in their companies through stock ownership plans can benefit both the employees and the economy. It provides examples of successfully employee-owned companies like Publix and WinCo and outlines the advantages of this model, such as greater retirement savings, higher compensation, and improved company performance. Employee ownership plans like ESOPs can provide tax benefits to companies and increase employees' financial security while boosting the overall economy through higher buying power and business success.
How to structure the leadership of large corporations – and specifically whether to split or combine the roles of Chairman and CEO – remains an active and often controversial question.
In order to cast new and up-to-date light on the question of whether and when to change the Chairman-CEO structure, we studied the experience of the Fortune 100 over the last decade and more. In this report we share our observations, conclusions, and recommendations regarding leadership structure, including the increasingly important role of independent Lead Director whenever the Chairman and CEO roles are combined.
This Data Spotlight provides data and statistics on the attributes of boards of directors of publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Authors: David F. Larcker and Brian Tayan, Stanford Closer Look Series, November 25, 2019
Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. The views that American citizens have on CEO pay is centrally important because public opinion influences political decisions that shape tax, economic, and regulatory policy, and ultimately determine the standard of living of average Americans. This Closer Look reviews survey data of the American public to understand their views on compensation. We ask:
• How can society’s understanding of pay and value creation be improved and the controversy over CEO pay resolved?
• How should the level of CEO pay rise with complexity and profitability, particularly among America’s largest corporations?
• Should pay be reformed in the boardroom, or should high pay be addressed solely through the tax code?
• Are negative views of CEO pay driven by broad skepticism and lack of esteem for CEOs? Or do high pay levels themselves contribute to low regard for CEOs?
Authors: David F. Larcker and Brian Tayan
Stanford Closer Look Series, March 28, 2017
Long Version
Many observers consider the most important responsibility of the board of directors its responsibility to hire and fire the CEO. To this end, an interesting situation arises when a CEO resigns and the board chooses neither an internal nor external candidate, but a current board member as successor. Why would a company make such a decision? In this Closer Look, we examine this question in detail.
We ask:
• What does it say about a company’s succession plan when the board appoints a current director as CEO?
• What is the process by which the board makes this decision?
• Are directors-turned-CEO the most qualified candidates, or do they represent a stop-gap measure?
• What does the sudden nature of these transitions say about the board’s ability to monitor performance?
With intensified global competition and business cycles accelerated by digitalisation and other forms of disruptions, boards are increasingly expected to take the lead in orchestrating and driving for performance.
In this slide deck, we cover four topics:
1. How performance-driving boards search for signs and causes of non-performance
2. How such boards prevent their companies from sliding into crisis
3. How boards build a sustainable performance advantage by combining better practices from global competitors
4. How the drive for performance makes companies more robust and reduces the surprise of "sudden" market, technological or competitive threats
This slide deck captures the key insights presented and discussed during this session of the Directors-in-Dialogue series, hosted by the Human Capital Leadership Institute.
How to structure the leadership of large corporations – and specifically whether to split or combine the roles of Chairman and CEO – remains an active and often controversial question.
In order to cast new and up-to-date light on the question of whether and when to change the Chairman-CEO structure, we studied the experience of the Fortune 100 over the last decade and more. In this report we share our observations, conclusions, and recommendations regarding leadership structure, including the increasingly important role of independent Lead Director whenever the Chairman and CEO roles are combined.
This Data Spotlight provides data and statistics on the attributes of boards of directors of publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Authors: David F. Larcker and Brian Tayan, Stanford Closer Look Series, November 25, 2019
Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. The views that American citizens have on CEO pay is centrally important because public opinion influences political decisions that shape tax, economic, and regulatory policy, and ultimately determine the standard of living of average Americans. This Closer Look reviews survey data of the American public to understand their views on compensation. We ask:
• How can society’s understanding of pay and value creation be improved and the controversy over CEO pay resolved?
• How should the level of CEO pay rise with complexity and profitability, particularly among America’s largest corporations?
• Should pay be reformed in the boardroom, or should high pay be addressed solely through the tax code?
• Are negative views of CEO pay driven by broad skepticism and lack of esteem for CEOs? Or do high pay levels themselves contribute to low regard for CEOs?
Authors: David F. Larcker and Brian Tayan
Stanford Closer Look Series, March 28, 2017
Long Version
Many observers consider the most important responsibility of the board of directors its responsibility to hire and fire the CEO. To this end, an interesting situation arises when a CEO resigns and the board chooses neither an internal nor external candidate, but a current board member as successor. Why would a company make such a decision? In this Closer Look, we examine this question in detail.
We ask:
• What does it say about a company’s succession plan when the board appoints a current director as CEO?
• What is the process by which the board makes this decision?
• Are directors-turned-CEO the most qualified candidates, or do they represent a stop-gap measure?
• What does the sudden nature of these transitions say about the board’s ability to monitor performance?
With intensified global competition and business cycles accelerated by digitalisation and other forms of disruptions, boards are increasingly expected to take the lead in orchestrating and driving for performance.
In this slide deck, we cover four topics:
1. How performance-driving boards search for signs and causes of non-performance
2. How such boards prevent their companies from sliding into crisis
3. How boards build a sustainable performance advantage by combining better practices from global competitors
4. How the drive for performance makes companies more robust and reduces the surprise of "sudden" market, technological or competitive threats
This slide deck captures the key insights presented and discussed during this session of the Directors-in-Dialogue series, hosted by the Human Capital Leadership Institute.
This case examines seven commonly accepted myths about corporate governance. How can we expect managerial behavior and firm performance to improve, if practitioners continue to rely on myths rather than facts to guide their decisions?
Authors: Professor David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business
Other organizational structures exist besides public corporations. Examples include family-controlled businesses, venture-backed companies, private equity-owned businesses, and nonprofit organizations. Each of these faces their own issues relating to purpose, ownership, and control.
This Quick Guide reviews the governance features adopted by these entities.
It provides answers to the questions:
• What are the purposes of these organizations?
• What governance solutions do they adopt?
• How effective are they in meeting their objectives?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
By David F. Larcker, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative (CGRI), April 14, 2016
Institutional investors pay considerable attention to the quality of a company’s governance. Unfortunately, it is difficult for outside observers to reliably gauge governance quality. Oftentimes, poor governance manifests itself only after decisions have been made and their outcomes known. We examine four companies that have had experienced chronic governance-related problems in the past, including Massey Energy, Nabors Industries, Yahoo!, and Chesapeake Energy.
We ask:
How can shareholders diagnose the issues facing a company to determine whether they are the result of bad corporate governance?
How can shareholders tell if the CEO or the board is the root cause of the problem?
How can shareholders tell if the board is “captured” by the CEO?
How can shareholders tell when a company begins to “drift?”
How can they tell if the “right” CEO is in charge?
Seven Myths of Boards of Directors
David F. Larcker and Brian Tayan
September 30, 2015
Corporate governance experts pay considerable attention to issues involving the board of directors. Because of the scope of the board’s role and the vast responsibilities that come with directorship, companies are expected to adhere to common best practices in board structure, composition, and procedures. While some of these practices contribute to board effectiveness, others have been shown to have no or a negative bearing on governance quality.
We review seven commonly accepted beliefs about boards of directors:
1. The chairman should be independent
2. Staggered boards are bad for shareholders
3. Directors that meet NYSE independence standards are independent
4. Interlocked directorships reduce governance quality
5. CEOs make the best directors
6. Directors have significant liability risk
7. The failure of a company is the board’s fault
We ask:
• Why isn’t more attention paid to board processes rather than structure?
• Why aren’t more governance practices voluntary rather than required?
• Would flexible standards lead to better solutions or more failures?
• When do directors deserve the blame for a company’s failure and when is it the fault of management, the marketplace, or luck?
• How can shareholders more effectively monitor board performance?
By David F. Larcker, Brian Tayan, CGRI Quick Guide Series. Corporate Governance Research Initiative, September 2018
This guide provides data and statistics on the attributes of the CEOs and CEO succession events at publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “CEO Succession Planning.”
Culture is a word for the 'way of life' of groups of people, meaning the way they do things. ... Excellence of taste in the fine arts and humanities, also known as highculture. An integrated pattern of human knowledge, belief, and behavior. The outlook, attitudes, values, morals goals, and customs shared by a society.
Culture is developed within the individual as well as the outside environment
It is continually changing and dynamic
Culture is not inherited, it is learned
This case examines seven commonly accepted myths about corporate governance. How can we expect managerial behavior and firm performance to improve, if practitioners continue to rely on myths rather than facts to guide their decisions?
Authors: Professor David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business
Other organizational structures exist besides public corporations. Examples include family-controlled businesses, venture-backed companies, private equity-owned businesses, and nonprofit organizations. Each of these faces their own issues relating to purpose, ownership, and control.
This Quick Guide reviews the governance features adopted by these entities.
It provides answers to the questions:
• What are the purposes of these organizations?
• What governance solutions do they adopt?
• How effective are they in meeting their objectives?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
By David F. Larcker, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative (CGRI), April 14, 2016
Institutional investors pay considerable attention to the quality of a company’s governance. Unfortunately, it is difficult for outside observers to reliably gauge governance quality. Oftentimes, poor governance manifests itself only after decisions have been made and their outcomes known. We examine four companies that have had experienced chronic governance-related problems in the past, including Massey Energy, Nabors Industries, Yahoo!, and Chesapeake Energy.
We ask:
How can shareholders diagnose the issues facing a company to determine whether they are the result of bad corporate governance?
How can shareholders tell if the CEO or the board is the root cause of the problem?
How can shareholders tell if the board is “captured” by the CEO?
How can shareholders tell when a company begins to “drift?”
How can they tell if the “right” CEO is in charge?
Seven Myths of Boards of Directors
David F. Larcker and Brian Tayan
September 30, 2015
Corporate governance experts pay considerable attention to issues involving the board of directors. Because of the scope of the board’s role and the vast responsibilities that come with directorship, companies are expected to adhere to common best practices in board structure, composition, and procedures. While some of these practices contribute to board effectiveness, others have been shown to have no or a negative bearing on governance quality.
We review seven commonly accepted beliefs about boards of directors:
1. The chairman should be independent
2. Staggered boards are bad for shareholders
3. Directors that meet NYSE independence standards are independent
4. Interlocked directorships reduce governance quality
5. CEOs make the best directors
6. Directors have significant liability risk
7. The failure of a company is the board’s fault
We ask:
• Why isn’t more attention paid to board processes rather than structure?
• Why aren’t more governance practices voluntary rather than required?
• Would flexible standards lead to better solutions or more failures?
• When do directors deserve the blame for a company’s failure and when is it the fault of management, the marketplace, or luck?
• How can shareholders more effectively monitor board performance?
By David F. Larcker, Brian Tayan, CGRI Quick Guide Series. Corporate Governance Research Initiative, September 2018
This guide provides data and statistics on the attributes of the CEOs and CEO succession events at publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “CEO Succession Planning.”
Culture is a word for the 'way of life' of groups of people, meaning the way they do things. ... Excellence of taste in the fine arts and humanities, also known as highculture. An integrated pattern of human knowledge, belief, and behavior. The outlook, attitudes, values, morals goals, and customs shared by a society.
Culture is developed within the individual as well as the outside environment
It is continually changing and dynamic
Culture is not inherited, it is learned
Challenged by the global pandemic, CEOs have made
four shifts in the way they lead that hold great promise
for both companies and society. Will they build on this
unique moment, or return to the ways of the past?
One of the paradoxes of business today is that the most profitable businesses in the world are not those which are the most profit-focused. Substantial research has consistently shown that purpose-driven organisations generate far more returns as compared to profit-driven organisations.
In the second of a series of reports commissioned by HSBC, we consider the extent to which businesses are incorporating responsibility in their business operations.
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11
Reporting and Analyzing Stockholders' Equity
CHAPTER PREVIEW
Corporations like Facebook and Google have substantial resources at their disposal. In
fact, the corporation is the dominant form of business organization in the United States
in terms of sales, earnings, and number of employees. All of the 500 largest U.S.
companies are corporations. In this chapter, we look at the essential features of a
corporation and explain the accounting for a corporation's capital stock transactions.
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Oh Well, I Guess I'll Get Rich
Suppose you started one of the fastest-growing companies in the history of business. Now suppose that by
“going public”—issuing stock of your company to outside investors who are foaming at the mouth for the
chance to buy its shares—you would instantly become one of the richest people in the world. Would you
hesitate?
That is exactly what Mark Zuckerberg, the founder of Facebook, did. Many people who start high-tech
companies go public as soon as possible to cash in on their riches. But Zuckerberg was reluctant to do so.
To understand why, you need to understand the advantages and disadvantages of being a public company.
The main motivation for issuing shares to the public is to raise money so you can grow your business.
However, unlike a manufacturer or even an online retailer, Facebook doesn't need major physical
resources, it doesn't have inventory, and it doesn't really need much money for marketing. But why not go
public anyway, so the company would have some extra cash on hand—and so you personally get rich? As
head of a closely held, nonpublic company, Zuckerberg was subject to far fewer regulations than a public
company. Prior to going public, Zuckerberg could basically run the company however he wanted to.
For example, early in 2012, Facebook shocked the investment community by purchasing the photo-
sharing service Instagram. The purchase was startling both for its speed (over a weekend) and price ($1
billion). Zuckerberg basically didn't seek anyone's approval. He thought it was a good idea, so he just did it.
The structured decision-making process of a public company would make it very dif�icult for a public
company to move that fast.
Speed is useful, but it is likely that Facebook will make even bigger acquisitions in the future. To survive
among the likes of Microsoft, Google, and Apple, it needs lots of cash. To raise that amount of money, the
company really needed to go public. So in 2012, Mark Zuckerberg.
Published in the March/April 2005 issue of Engineering, Inc.
Jim Steiker joins other ESOP experts in discussing why engineering firms can be ideal candidates for Employee Stock Ownership Plans.
• Chief executives are now thinking strategically about international business ethics—specifically, how trustworthy their companies need to be. To generate that trust, CEOs are not just interested in growth for their enterprises. They want to attain “good growth”: real, inclusive, responsible, and lasting growth. And they want their companies to contribute to good growth in every country where they operate.
1. when a company becomes successful the employer's financial
rewards are commonly dispersed among a very few, like the
CEO and top management.This scenario is bad for employee
morale and can hurt our economy.
A solution could be to give workers a financial stake in their
company's assets. Owning stock in their company gives an
employee a better chance of building financial security. Louis
Kelso, an economist who invented the ESOP (Employee Stock
Ownership Plan) argued that employee owned companies are
better for the economy. In his own words, "for more
capitalism to survive, there needs to be more capitalists".
What is Employee Ownership?
It refers to company that is owned
by some or all of its employees. A
formal plan is drawn up which
compensates each of the employees
through owning stock.The company
structure does not change.
Employee-owners are not given an increased role in
management and decision making but research has shown that
the companies who promote a culture of “thinking and acting
Headquarters of Gardeners’ Guild, a Richmond based employee-owned landscape contractor. Photo courtesy of Gardeners’ Guild.
Experts agree that owning assets is a key
differentiator between the wealthy and lower
income earners. The assets we are referring to
are real estate, a business or a stock portfolio.
It's not enough to rely on take-home pay to grow one's net
worth, especially in our current economy, where for the last
Is Employee
Ownership
right for your
company?
ten years wages have stagnated. In fact, the average middle
income family only earns 11% more than it did in 1980, while
consumer prices have risen roughly 155%.*
Productive employees are the lifeblood of any business, but
like owners” are more successful.
The most popular and successful vehicle for compensating
employees is called an ESOP (Employee Stock Ownership
Continued on page 15
1113
2. Continued from page 13
Plan). An ESOP is essentially a retirement plan that invests in
the company and holds its assets in a trust. Employees don't
directly own the stock, but upon leaving it is paid to them.
ESOPs are more prevalent with private, not publicly traded
companies.
Other employee ownership plans include a “stock option”
plan. which permits employees to purchase company stock at
a specified price during a predetermined period. An
employee stock purchase plan (ESPP) is another plan similar
to a stock option plan. Employees have the option to
purchase stock through payroll deductions and usually at a
discount.
The Employee Ownership Foundation sponsors a survey
every four years that gathers new information about
employee ownership in the United States.The latest survey
(2010) found that approximately 30% of our private sector
companies offer some kind of stock ownership.
A cooperative is another employee ownership model.These
companies do not offer stock, but each employee has an
equal voice in all policy decisions.This type of plan is more
common for small companies.
History
The concept of employees owning stock in the company they
work for is long established in our country's history. It dates
as far back as the 1862 Homestead Act which made land
ownership more accessible to the masses. In that century,
leaders of companies such as Procter & Gamble, Sears &
Roebuck and Railway Express believed that when a long term
employee reached old age they deserved an income.
The 1920's has been called the largest experiment in
employee stock ownership anywhere in the world. 1929 was
a peak in the trend when more than a million workers owned
shares in their companies with a collective stake worth $1.5
billion. Business and government supported the idea as a way
to diffuse the tension between capital and labor.
Unfortunately 90% of employee stock plans were terminated
subsequent to the great depression of 1929.
Notable Employee Owned Companies
In a book published in 2013 called The Citizen's Share,
authors Joseph Blasi, Douglas Kruse and Richard Freeman
assert that on average, firms that give their employees an
Richmond landscape contractor, Gardeners' Guild, was
founded in 1972. It grew steadily from a one-truck operation
to nearly one hundred employees by the mid 1990's. Owner
Linda Novy had begun to explore an exit strategy to secure
the future of the company she had nurtured for the last
twenty years.
After considering several options it became clear that
employee ownership best complemented the unique
corporate culture Novy fostered. Management quickly
embraced the idea and the company began the process of
transitioning to an ESOP (Employee Stock Ownership Plan)
The first step was hiring an experienced ESOP attorney to
navigate Gardeners' Guild through the complexities of federal
regulations. Next, a professional was brought in to perform an
independent fair market appraisal of the company to
determine a selling price. An administrator, who would handle
the annual reporting and allocation of stock values, was also
engaged.
On December 23rd1997, after six long months, a deal was
inked. Gardeners' Guild employees were forty percent
owners! It was phase one of a ten year plan to achieve 100%
ownership. As the company prospered, additional funds would
be available to progressively purchase Novy's stock. As a
matter of fact, the ensuing years were sufficiently profitable
allowing Gardeners' Guild to achieve its goal in half the time.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CompanyVice-President, Mike
Davidson talks about how employee
ownership has changed the company:
"First, I would say that it required us to
raise our game with regard to financial
reporting and forecasting. It made us a
better company in the sense of
proactive planning, investing in
employee training and cash flow
management."
"Being an ESOP does not happen without a considerable
effort. And, at the same time, our ownership culture has
helped us to weather challenges as well as enjoy successes."
"What sets us apart, and makes us so proud of being an ESOP
is that the opportunity does not require our employee to
invest a dime. Having a stake in our company's fortunes has a
direct impact on our performance and commitment."
SNAPSHOT:
Gardeners' Guild, ESOP based in Richmond
Mike Davidson, VP
15
3. ownership stake are more productive and innovative
workplaces.
In 2000 two of the above authors conducted the most
important study to date on private ESOP companies.They
found this model to increase sales and employment by 2.3 -
2.4% per year over what would have been expected minus
ESOP.
Success stories include Florida based giant grocer, Publix.They
have an employee ownership fund controlling 80% of the
company. WinCo, a fast growing discount grocery chain based
in Idaho is a 100% employee owned company and rapidly
encroaching on Walmart's turf.
Some bay area employee owned firms include Recology, a San
Francisco based resource recovery company, Sleeptrain,
Skyline Construction, Jackson Hardware, San Rafael; and
Gardeners' Guild, Inc. Landscape Contractor, in Richmond.
possibly two, a valuation expert and a trustee.
A business also needs to be prepared to share its financials
with employees, at least annually if not more frequently.
Educating employees to read their company's financials is a
one step toward fostering an "ownership" mindset.
There is another important consideration for a company
preparing to become an ESOP. When a departing owner
considers selling its shares to the employees, they will want to
ensure their company's future success by identifying and
training its next generation of managers.**
Advantages of Employee Owned Companies and how they
benefit the economy
The NECO (National Center for Employee Ownership)
recounts some of these positive results of academic studies:
Employee-owners have 2.5 times greater retirement accounts,
receive 5%-12% more in compensation and four times less
likely to be laid off. ESOP companies are 25% more likely to
stay in business.
ESOP's in particular, have significant tax benefits. Most
important – employer contributions are generally tax
deductible and dividends paid on ESOP held stock can be
deducted.
There is ample evidence touting the benefits of employee
owned companies. A business enjoys tax breaks; their
employees increased financial security.Workers' increased
buying power and the company's success improve the
economy. But, what seems to be the most powerful driver for
overall success is what happens when these companies
successfully adopt an ownership culture.When an employee is
empowered to "feel" like an owner, there is a marked
progression in loyalty, job satisfaction and commitment.
SOURCES:
National Center for Employee Ownership (NCEO)
The ESOP Association
Employee Ownership Foundation:
www.employeeownershipfoundation.org/history
Time Magazine
Ownership California: www.ownershipcalifornia.org/culture
* CNN Money
** NYTimes
Is an ESOP for you?
It takes sufficient capital and commitment to a rigorous
process to set up an ESOP, the most popular model for an
employee owned company.The investment can cost upwards
of $250,000 to establish. Some additional costs include extra
tax returns and annual valuations.
The company will also need to hire professionals to assist
them in setting up the ESOP.They include have a lawyer,
16