Authors: Professor David F. Larcker, Brian Tayan, CGRI Quick Guide Series. Corporate Governance Research Initiative, Stanford Graduate School of Business, August 2017
This Research Spotlight provides a summary of the academic literature on the role of proxy advisors (ISS and Glass, Lewis) in the proxy voting process:
• The influence of proxy advisors on director elections.
• The influence of proxy advisors on say on pay.
• The influence of proxy advisors on proxy contests.
• The influence of proxy advisors on compensation design.
This Research Spotlight expands upon issues introduced in the Quick Guide “Investors and Activism”.
By David F. Larcker and Brian Tayan, Stanford Research Spotlight Series, September 1, 2016
This Research Spotlight provides a summary of the academic literature on the influence that CEOs have on company outcomes (performance and risk). It reviews the evidence of:
• The contribution of the CEO to overall company performance
• The relation between previous managerial experience and future performance
• The relation between personal attributes and performance
• The relation between personality and performance
• Factors that might influence risk tolerance
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Do You Struggle With Employee Recognition?Elodie A.
Recognizing employees is one of the most overlooked facets of managements that even great leaders sometimes forget about. Without a good employee recognition strategy, people will feel unappreciated and build up stress.
In fact, the number 1 reason why most Americans leave their jobs is that they don’t feel appreciated . The last thing you want is to have high employee turnover because of poor employee recognition.
Read Our Guide to Learn More:
https://www.officevibe.com/employee-engagement-solution/employee-recognition?utm_source=slideshare&utm_medium=social&utm_campaign=employee-recognition&utm_content=recognition-hubpage
How do employees reach their maximum potential? What is the one thing that is proven to transform "good enough" into "great? The simple answer: an accelerator. O.C. Tanner offers insights based on a 10-year, 200,000 person study of managers and employees, that unveils new tips, including groundbreaking statistics, strategies, and benchmarks for increasing employee engagement, retention, and results.
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
By David F. Larcker, Stephen A. Miles, and Brian Tayan
Stanford Closer Look Series
Overview:
Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in leadership takes place. However, without an inside look at the leading candidates to assume the CEO role, it is difficult for shareholders to tell whether the board has made the correct choice. In this Closer Look, we examine CEO succession events among the largest 100 companies over a ten-year period to determine what happens to the executives who were not selected (i.e., the “succession losers”) and how they perform relative to those who were selected (the “succession winners”).
We ask:
• Are the executives selected for the CEO role really better than those passed over?
• What are the implications for understanding the labor market for executive talent?
• Are differences in performance due to operating conditions or quality of available talent?
• Are boards better at identifying CEO talent than other research generally suggests?
There’s heaps of fascinating research about the many behavioral biases we are all subject to as individuals.
These include remarkable optical distortions and the way we miss the obvious when we are concentrating on something else. We have a tendency to overestimate ourselves - most famously 90% of drivers assess themselves as above average in ability. We have an attachment to what we already own - how come we won’t buy concert tickets from scalpers at an inflated price, and simultaneously won’t sell tickets we own at face value? We also tend to overweigh risks, even against the chance of regret rather than actual loss.
It’s no surprise then that group decisions are even more flawed.
So how can we overcome biased decision making?
Here are some biases that we often see, followed by some techniques we use to overcome them. We have found that by applying these techniques companies can make better decisions, which in turn increases their resource reallocation and creates more profitable growth.
Reinventing Performance Management - How to do it rightBambooHR
Performance reviews have a bad rep—and often for good reason! This slideshare looks at how 100+ professionals and managers view performance reviews and how we can do them right.
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide takes an in-depth look at CEO succession planning.
By David F. Larcker and Brian Tayan, Stanford Research Spotlight Series, September 1, 2016
This Research Spotlight provides a summary of the academic literature on the influence that CEOs have on company outcomes (performance and risk). It reviews the evidence of:
• The contribution of the CEO to overall company performance
• The relation between previous managerial experience and future performance
• The relation between personal attributes and performance
• The relation between personality and performance
• Factors that might influence risk tolerance
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Do You Struggle With Employee Recognition?Elodie A.
Recognizing employees is one of the most overlooked facets of managements that even great leaders sometimes forget about. Without a good employee recognition strategy, people will feel unappreciated and build up stress.
In fact, the number 1 reason why most Americans leave their jobs is that they don’t feel appreciated . The last thing you want is to have high employee turnover because of poor employee recognition.
Read Our Guide to Learn More:
https://www.officevibe.com/employee-engagement-solution/employee-recognition?utm_source=slideshare&utm_medium=social&utm_campaign=employee-recognition&utm_content=recognition-hubpage
How do employees reach their maximum potential? What is the one thing that is proven to transform "good enough" into "great? The simple answer: an accelerator. O.C. Tanner offers insights based on a 10-year, 200,000 person study of managers and employees, that unveils new tips, including groundbreaking statistics, strategies, and benchmarks for increasing employee engagement, retention, and results.
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
By David F. Larcker, Stephen A. Miles, and Brian Tayan
Stanford Closer Look Series
Overview:
Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in leadership takes place. However, without an inside look at the leading candidates to assume the CEO role, it is difficult for shareholders to tell whether the board has made the correct choice. In this Closer Look, we examine CEO succession events among the largest 100 companies over a ten-year period to determine what happens to the executives who were not selected (i.e., the “succession losers”) and how they perform relative to those who were selected (the “succession winners”).
We ask:
• Are the executives selected for the CEO role really better than those passed over?
• What are the implications for understanding the labor market for executive talent?
• Are differences in performance due to operating conditions or quality of available talent?
• Are boards better at identifying CEO talent than other research generally suggests?
There’s heaps of fascinating research about the many behavioral biases we are all subject to as individuals.
These include remarkable optical distortions and the way we miss the obvious when we are concentrating on something else. We have a tendency to overestimate ourselves - most famously 90% of drivers assess themselves as above average in ability. We have an attachment to what we already own - how come we won’t buy concert tickets from scalpers at an inflated price, and simultaneously won’t sell tickets we own at face value? We also tend to overweigh risks, even against the chance of regret rather than actual loss.
It’s no surprise then that group decisions are even more flawed.
So how can we overcome biased decision making?
Here are some biases that we often see, followed by some techniques we use to overcome them. We have found that by applying these techniques companies can make better decisions, which in turn increases their resource reallocation and creates more profitable growth.
Reinventing Performance Management - How to do it rightBambooHR
Performance reviews have a bad rep—and often for good reason! This slideshare looks at how 100+ professionals and managers view performance reviews and how we can do them right.
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide takes an in-depth look at CEO succession planning.
There's a science to creating a highly engaged organization. In this Slideshare, discover the strategies of leaders who are already using real-time people data to drive sustainable employee engagement.
This Research Spotlight provides a summary of the academic literature on outside (non-executive) directors and directors who are independent according to New York Stock Exchange listing requirements.
It reviews the evidence of:
• Shareholder reaction to the appointment of outside directors
• The relation between outside directors and performance
• The relation between outside directors and mergers and acquisitions
• The relation between outside directors and CEO compensation
• Factors that influence the “independence” of outside directors
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
As employees continue to demonstrate low levels of engagement, organizations are increasingly asking themselves what they need to do differently to improve the talent experience. Bersin research shows that organizations with superior business, talent, and financial outcomes are not just making incremental changes to the talent experience, but are instead fundamentally rethinking it, focusing on creating a “systemic relationship with talent.” The end goal of this new approach is to create a talent experience for employees that makes them feel heard, valued, and supported throughout their employee lifecycle.
In this webcast, Stacia Garr, Madhura Chakrabarti, and Michelle Deneau share:
- The benefits of creating this new talent relationship
- Three areas organizations should focus on to create this new talent relationship as well as specific action steps to get started
- The implications of this new approach on how organizations assess employee engagement and act upon it
- Examples of how Intuit is creating this new talent relationship, focusing especially on employee engagement
Closing the trust gap: Responsible Business SeriesJill Riseley
The Responsible Business series is a program on key responsible business topics to further education, discussion and debate. Closing the trust gap was the first in this series and looked at what business needs to do to improve and drive trust with stakeholders and consumers.
Employee Onboarding : Statistics you need to knowElodie A.
Learn everything you need to know about employee onboarding and how to ensure that each new hire is successful with this complete guide.
Content by Officevibe, the simplest tool for a greater workplace.
Read more on our website:
https://www.officevibe.com/employee-engagement-solution/employee-onboarding
Download your free checklist of the perfect onboarding:
http://bit.ly/2jVcIzO
Chek our product!
https://www.officevibe.com/
As so many fields have in recent years, entry-level hiring must also make the transition from relying on untested intuition to leveraging the power of data and evidence. Employers now have access to talent analytics tools that can enable them to develop a deep understanding of what attributes drive good performance for their current employees, apply tools to objectively assess these attributes, and access broader talent pools to find individuals with the most-valued attributes. The talent analytics tools that enable this vision for data-driven hiring already exist. The key obstacle to their implementation is institutional will.
#CultureCode The little red book of answers for HR managers Naomi Simson
This pocket size book gives you a quick glance as to why employee engagement is so important - and why happy people = happy profits.
After all it is okay to have fun at work.
This Data Spotlight 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.”
Is Leadership Development Worth the Investment?Wiley
Is leadership development worth the investment? Studies show that leadership development yields results in financial performance, talent attraction and retention, organizational agility, and employee productivity.
Get started today: http://bit.ly/WileyLeadershipChallenge
Impact of Employee Engagement on Performance (Harvard Business Review)Pinky Gonzales
Employee engagement has become a top business priority for senior executives. Yet while most executives see a clear need to improve employee engagement, many have yet to develop tangible ways to measure and tackle this goal. However, a growing group of best-in-class companies says they are gaining competitive advantage through establishing metrics and practices to effectively quantify and improve the impact of their engagement initiatives on overall business performance.
10 Statistics Every Leader Needs To UnderstandElodie A.
Here are 10 statistics that every leader needs to understand. Ineffective leadership is a huge problem in today's workplace. Learn why it’s so important to get it right.
In the fifth annual Millennial Survey, Deloitte uncovers what tomorrow’s leaders think of business today. With two-thirds of Millennials expressing a desire to leave their organization by 2020, businesses must adjust how they nurture loyalty among these young leaders. http://www2.deloitte.com/global/en/pages/about-deloitte/articles/millennialsurvey.html
Organizations have the opportunity to not only attract but enable tomorrow's workforce, and to do it better than everyone else. We'd like to invite you to take a look at some of our People Success predictions for 2020 and beyond.
Happiness at work drives business objectives. Research shows that happy employees are more profitable, more customer-oriented and more productive. They also stand less chances of leaving that company. That’s why some companies have made happiness at work a way of doing business.
According to The Conference Board, Human Capital and Operational Excellence rank first in the Top Global Challenges in 2013. Retaining and rewarding the best employees is a major concern for more than half of HR professionals, along with the development of the next generation of corporate leaders. Employee turnover and employee motivation have an immense impact on revenues, on company culture and on its talent competitiveness in the marketplace.
It doesn’t matter if you’re a small company who just started to build a reputation or if you’re a top 40 company, your Human Capital is your biggest challenge in the upcoming years. It can make you or break you.
In this white paper we examine a very popular yet sometimes controversial subject: Happiness At Work. We’ll talk about some of the latest HR trends, about employee engagement and how you can increase workplace happiness in 2014.
Content Summary
1. Executive summary
2. Latest HR Issues
3. The challenges of employee engagement
4. How is the new HR world resolving these problems?
5. Is employee happiness interesting?
6. The case for employee happiness
7. Conclusions
Download the full White Paper!
North Carolina General Assembly Fiscal Analyst Patrick McHugh, Ph.D., discusses economic incentives and related topics during this Dec. 5, 2013, discussion with the NCACC Economic Development Task Force.
10 Shocking Stats About Disengaged EmployeesOfficevibe
Here are 10 shocking stats about employee engagement that our researchers have found. This infographic shows all that's wrong with disengaged employees.
Read more on Officevibe Blog:
https://www.officevibe.com/blog/disengaged-employees-infographic
Download the most comprehensive guide to having engaged employees:
http://officevi.be/employee-engagement-guide
Use these 22 simple ways to boost job satisfaction:
http://officevi.be/job-satisfaction-guide
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), 2016
This Research Spotlight provides a summary of the academic literature on how shareholder voting on executive compensation plans influences executive pay. It reviews the evidence of:
The impact of “vote no” campaigns
The impact of shareholder voting on equity compensation plans
The market reaction to say-on-pay legislation and proposals
The impact of say on pay on future pay practices
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Compensation.”
There's a science to creating a highly engaged organization. In this Slideshare, discover the strategies of leaders who are already using real-time people data to drive sustainable employee engagement.
This Research Spotlight provides a summary of the academic literature on outside (non-executive) directors and directors who are independent according to New York Stock Exchange listing requirements.
It reviews the evidence of:
• Shareholder reaction to the appointment of outside directors
• The relation between outside directors and performance
• The relation between outside directors and mergers and acquisitions
• The relation between outside directors and CEO compensation
• Factors that influence the “independence” of outside directors
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
As employees continue to demonstrate low levels of engagement, organizations are increasingly asking themselves what they need to do differently to improve the talent experience. Bersin research shows that organizations with superior business, talent, and financial outcomes are not just making incremental changes to the talent experience, but are instead fundamentally rethinking it, focusing on creating a “systemic relationship with talent.” The end goal of this new approach is to create a talent experience for employees that makes them feel heard, valued, and supported throughout their employee lifecycle.
In this webcast, Stacia Garr, Madhura Chakrabarti, and Michelle Deneau share:
- The benefits of creating this new talent relationship
- Three areas organizations should focus on to create this new talent relationship as well as specific action steps to get started
- The implications of this new approach on how organizations assess employee engagement and act upon it
- Examples of how Intuit is creating this new talent relationship, focusing especially on employee engagement
Closing the trust gap: Responsible Business SeriesJill Riseley
The Responsible Business series is a program on key responsible business topics to further education, discussion and debate. Closing the trust gap was the first in this series and looked at what business needs to do to improve and drive trust with stakeholders and consumers.
Employee Onboarding : Statistics you need to knowElodie A.
Learn everything you need to know about employee onboarding and how to ensure that each new hire is successful with this complete guide.
Content by Officevibe, the simplest tool for a greater workplace.
Read more on our website:
https://www.officevibe.com/employee-engagement-solution/employee-onboarding
Download your free checklist of the perfect onboarding:
http://bit.ly/2jVcIzO
Chek our product!
https://www.officevibe.com/
As so many fields have in recent years, entry-level hiring must also make the transition from relying on untested intuition to leveraging the power of data and evidence. Employers now have access to talent analytics tools that can enable them to develop a deep understanding of what attributes drive good performance for their current employees, apply tools to objectively assess these attributes, and access broader talent pools to find individuals with the most-valued attributes. The talent analytics tools that enable this vision for data-driven hiring already exist. The key obstacle to their implementation is institutional will.
#CultureCode The little red book of answers for HR managers Naomi Simson
This pocket size book gives you a quick glance as to why employee engagement is so important - and why happy people = happy profits.
After all it is okay to have fun at work.
This Data Spotlight 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.”
Is Leadership Development Worth the Investment?Wiley
Is leadership development worth the investment? Studies show that leadership development yields results in financial performance, talent attraction and retention, organizational agility, and employee productivity.
Get started today: http://bit.ly/WileyLeadershipChallenge
Impact of Employee Engagement on Performance (Harvard Business Review)Pinky Gonzales
Employee engagement has become a top business priority for senior executives. Yet while most executives see a clear need to improve employee engagement, many have yet to develop tangible ways to measure and tackle this goal. However, a growing group of best-in-class companies says they are gaining competitive advantage through establishing metrics and practices to effectively quantify and improve the impact of their engagement initiatives on overall business performance.
10 Statistics Every Leader Needs To UnderstandElodie A.
Here are 10 statistics that every leader needs to understand. Ineffective leadership is a huge problem in today's workplace. Learn why it’s so important to get it right.
In the fifth annual Millennial Survey, Deloitte uncovers what tomorrow’s leaders think of business today. With two-thirds of Millennials expressing a desire to leave their organization by 2020, businesses must adjust how they nurture loyalty among these young leaders. http://www2.deloitte.com/global/en/pages/about-deloitte/articles/millennialsurvey.html
Organizations have the opportunity to not only attract but enable tomorrow's workforce, and to do it better than everyone else. We'd like to invite you to take a look at some of our People Success predictions for 2020 and beyond.
Happiness at work drives business objectives. Research shows that happy employees are more profitable, more customer-oriented and more productive. They also stand less chances of leaving that company. That’s why some companies have made happiness at work a way of doing business.
According to The Conference Board, Human Capital and Operational Excellence rank first in the Top Global Challenges in 2013. Retaining and rewarding the best employees is a major concern for more than half of HR professionals, along with the development of the next generation of corporate leaders. Employee turnover and employee motivation have an immense impact on revenues, on company culture and on its talent competitiveness in the marketplace.
It doesn’t matter if you’re a small company who just started to build a reputation or if you’re a top 40 company, your Human Capital is your biggest challenge in the upcoming years. It can make you or break you.
In this white paper we examine a very popular yet sometimes controversial subject: Happiness At Work. We’ll talk about some of the latest HR trends, about employee engagement and how you can increase workplace happiness in 2014.
Content Summary
1. Executive summary
2. Latest HR Issues
3. The challenges of employee engagement
4. How is the new HR world resolving these problems?
5. Is employee happiness interesting?
6. The case for employee happiness
7. Conclusions
Download the full White Paper!
North Carolina General Assembly Fiscal Analyst Patrick McHugh, Ph.D., discusses economic incentives and related topics during this Dec. 5, 2013, discussion with the NCACC Economic Development Task Force.
10 Shocking Stats About Disengaged EmployeesOfficevibe
Here are 10 shocking stats about employee engagement that our researchers have found. This infographic shows all that's wrong with disengaged employees.
Read more on Officevibe Blog:
https://www.officevibe.com/blog/disengaged-employees-infographic
Download the most comprehensive guide to having engaged employees:
http://officevi.be/employee-engagement-guide
Use these 22 simple ways to boost job satisfaction:
http://officevi.be/job-satisfaction-guide
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), 2016
This Research Spotlight provides a summary of the academic literature on how shareholder voting on executive compensation plans influences executive pay. It reviews the evidence of:
The impact of “vote no” campaigns
The impact of shareholder voting on equity compensation plans
The market reaction to say-on-pay legislation and proposals
The impact of say on pay on future pay practices
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Compensation.”
Authors: Professor David F. Larcker, Brian Tayan
CGRI Quick Guide Series. Corporate Governance Research Initiative, November 2017
This Research Spotlight provides a summary of the academic literature on shareholder activism, including:
• The impact of union activism on corporate outcomes.
• The performance of socially responsible investment funds.
• The impact of activist hedge funds on effecting change.
• The impact of activist hedge funds on short- and long-term corporate performance.
This Research Spotlight expands upon issues introduced in the Quick Guide “Investors and Activism”.
Institutional Shareholders and
Activist Investors
Professor David F. Larcker
Corporate Governance Research Program
Stanford Graduate School of Business
2011
Authored by: avid F. Larcker, Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2020
This Research Spotlight provides a summary of the academic literature on board composition, quality, and turnover. It reviews the evidence of:
The appointment of outside CEOs as directors
The importance of industry expertise to performance
The relation between director skills and performance
The stock market reaction to director resignations
Whether directors are penalized for poor oversight
This Research Spotlight expands upon issues introduced in the Quick Guide Board of Directors: Selection, Compensation, and Removal.
Are Voting Guidelines Ruling Your BusinessBy GAIZKA ORM.docxjewisonantone
Are Voting Guidelines
Ruling Your Business?
By GAIZKA ORMAZABAL & ALLAN L. McCALL
PROXY ADVISORS
O
ver the past two decades, U.S. mar-
kets have seen corporate gover-
nance failures blamed for a series
of crises, including the dot-com
boom/bust, the accounting scandals at the be-
ginning of the 21st century and the global finan-
cial crisis. In response, legislators drafted new
laws such as Sarbanes-Oxley and Dodd-Frank,
which aimed to improve internal controls and
corporate governance. Less well known, at
least outside the world of institutional invest-
ment, are the regulatory changes made in 2003
by the U.S. Securities and Exchange Commis-
sion (SEC) to require mutual funds to develop
“unconflicted” policies and procedures in rela-
tion to their proxy votes, as well as disclosing
their voting on all shareholder proposals.
The reasoning was simple: If conflicts of in-
terest on boards were as widespread a problem
as the corporate governance crises suggested,
then investors – particularly institutional in-
vestors – needed to pay much closer attention
to governance in the companies in which they
invested.
The intentions behind this new legislation
were laudable. After all, what investor would
not want better disclosure, transparency and
accountability?
C r i t i c s p u s h b a c k t h a t t h e s e p o t e n t i a l
benefits need to be weighed against other
DEEP
insight
IESEinsight 31 ISSUE 21 SECOND QUARTER 2014
IIR119
For the exclusive use of A. Sivakumar, 2015.
This document is authorized for use only by Abirami Devi Sivakumar in 2015.
Are Voting Guidelines Ruling Your Business?
Recent legislative and regulatory decisions
giving shareholders more influence over
the governance of U.S. listed companies
has motivated corporate boards and
management to engage with shareholders
– with unintended consequences. There
has been a dramatic rise in the number
of proxy issues that have to be voted on
by shareholders. Under SEC rules, many
institutional investors have a fi duciary
obligation to cast a vote on every item
that comes before them, leading many to
outsource their voting decisions to proxy
advisors. The two largest proxy advisory
fi rms – Institutional Shareholder Services
(ISS) and Glass, Lewis & Co. (Glass Lewis)
– control most of the proxy advisory market
and have thousands of institutional clients,
meaning that the corporate governance
policies of these two companies affect a
signifi cant proportion of shareholder votes.
The authors studied proxy voting on 264
stock option repricings for 251 individual
firms and found that those repricings that
were more aligned with proxy advisory
firm guidelines experienced lower stock
returns, weaker operational performance
and a higher likelihood of executive and
employee turnover. This negative impact
on shareholder value suggests that there
is a need to better understand the role
of proxy advisor.
Factors Affecting Investment Decisions in the Stock ExchangeAyman Sadiq
Stock markets always play a crucial role in the growth and stability of a country's economy. The development of the stock market encourages capital accumulation, efficient use of resources and promotion of economic growth. The rise of stock market can increase opportunities for investment and expansion for industries, thus creating more jobs and increasing the purchasing capacity of the people. On the other hand, stock market crashes throughout history have caused economic slowdowns, recessions, unemployment, curbed consumer spending etc. In basic terms, when people choose to invest their savings into the stock market instead of keeping the money at home, the funds become an active part of the economy as they become available to industries for use in productive purposes. In Bangladesh, the total market capitalization or worth of all the companies listed on Dhaka Stock Exchange alone stands at an impressive $50 billion.
However, in Bangladesh experienced massive downturns in the stock exchange in 2010. The predominantly bullish market (characterized by large and powerful investors) turned bearish (characterized by loss of investor confidence and a consistent decline in the value of stocks). Millions of small investors lost millions in equity and it is popular belief that the whole incident was a scam and resulted from government negligence.
As such, the aim of this paper was to search for the factors that affect the buying behavior of investors and to see whether investor choices were grounded in fact or fiction. As such, the research was conducted on a sample of 80 investors covering different demographic avenues ranging from age, years of education, monthly income, marital status and some other characteristics. The research team identified 6 broad factors of investment choices further broken down into small variables of measurement.
Staggered Boards
Authors: Professor David F. Larcker and Brian Tayan,
Researcher, Corporate Governance Research Initiative
Stanford Graduate School of Business
This Research Spotlight provides a summary of the academic literature on how staggered boards impact shareholder value by insulating management from the pressures of capital markets.
It reviews the evidence of:
-Staggered board provisions in IPO charters
-The impact of staggered boards on merger activity
-The relation between staggered boards and market value
-Shareholder reaction to a decision to (de)stagger a board
-Firm outcomes following a decision to (de)stagger a board
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
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
Shareholders Are Dissatisfied with CEO Compensation and Disclosure--Proxies Are Too Long, Difficult to Read.
Only 38 percent of institutional investors believe that corporate disclosure about executive compensation is clear and easy to understand. “Shareholders want to know that the size, structure, and performance targets used in executive compensation contracts are appropriate,” says Professor David F. Larcker of the Stanford Graduate School of Business. “Our research shows that, across the board, they are dissatisfied with the quality and clarity of the information they receive about compensation in the corporate proxy. Even the largest, most sophisticated investors are unhappy.”
“With new pressure from activist investors and annual ‘Say on Pay’ (SOP) votes, it is more important than ever that companies explain to their shareholder base why the compensation packages they offer are appropriate in size and structure,” says Aaron Boyd, director of Governance Research at Equilar. “Investors are noticing the wide range in quality and clarity among various companies’ proxies. They want companies to communicate and explain, rather than simply disclose,” adds Ron Schneider, director of Corporate Governance Services at RR Donnelley Financial Services. “This represents a significant opportunity for many companies to improve the clarity of their proxies.”
In the fall of 2014, RR Donnelley, Equilar, and the Rock Center for Corporate Governance at Stanford University surveyed 64 asset managers and owners with a combined $17 trillion in assets to understand how institutional investors use the information in corporate proxies.
Authored by: James R. Copland, David F. Larcker, and Brian Tayan Stanford Closer Look Series, May 30, 2018
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. This Closer Look provides a comprehensive review of the proxy advisory industry and the influence of these firms on voting behavior, corporate choices, and outcomes, and it outlines potential reforms for the industry.
We ask:
• How accurate are the voting recommendations of proxy advisory firms?
• How influential are they over voting practices and corporate choices?
• Should steps be taken to reduce their influence or improve the reliability of their recommendations?
• Would greater transparency, back-testing, and regulation improve the market for their services?
By David F. Larcker, Brendan Sheehan, and Brian Tayan
September 1, 2016, Stanford Corporate Governance Initiative, and Stanford Rock Center for Corporate Governance
The ES&G Accountability Forum (2013) provided participants and panelists with an opportunity to examine the question of how information (both financial and non-financial) can best be provided in a form that is useful to decision makers that are affected by, or have an affect on Canada’s companies.
This document captures key points made by panelists, their answers to questions posed, and the Forum’s participants’ table discussions. It is organized around each panel: investors, companies, evaluation organizations. We hope to encourage all groups to consider the advice and comments discussed at the Forum, and to take action on the outstanding questions and issues to improve the state of ES&G disclosure, analysis and investing that are highlighted on pages 9 & 10.
This year on September 23, 2014 in Calgary, many of these unanswered questions will be addressed at the ES&G Forum 2014: "Non-financial performance... A missed opportunity?"
Building on the last two years' discussions, participants will hear how investors and businesses are implementing innovative methods to manage investor demand for ES&G information. To learn more about & register for this year's ES&G Forum, please visit: http://bit.ly/esg-forum-2014
This Research Spotlight provides a summary of the academic literature on CEO pay levels in the United States. It reviews the evidence of:
• Long-term trends in the CEO compensation
• The relation between CEO compensation and governance quality
• The relation between peer group composition and CEO pay
• The relation between compensation consultant selection and CEO pay
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Compensation”.
Authored by: David F. Larcker, Bradford Lynch, Brian Tayan, and Daniel J. Taylor, June 29, 2020
Investors rely on corporate disclosure to make informed decisions about the value of companies they invest in. The COVID-19 pandemic provides a unique opportunity to examine disclosure practices of companies relative to peers in real time about a somewhat unprecedented shock that impacted practically every publicly listed company in the U.S. We examine how companies respond to such a situation, the choices they make, and how disclosure varies across industries and companies.
We ask:
• What motivates some companies to be forthcoming about what they are experiencing, while others remain silent?
• Do differences in disclosure reflect different degrees of certitude about how the virus would impact businesses, or differences in management perception of its obligations to shareholders?
• What insights will companies learn to prepare for future outlier events?
David F. Larcker and Brian Tayan, April 21, 2020, Stanford Closer Look Series
Little is known about the process by which pre-IPO companies select independent, outside board members—directors unaffiliated with the company or its investors. Private companies are not required to disclose their selection criteria or process, and are not required to satisfy the regulatory requirements for board members set out by public listing exchanges. In this Closer Look, we look at when, why, and how private companies add their first independent, outside director to the board.
We ask:
• Why do pre-IPO companies rely on very different criteria and processes to recruit outside directors than public companies do?
• What does this teach us about governance quality?
• How important are industry knowledge and managerial experience to board oversight?
• How important are independence and monitoring?
• Does a tradeoff exist between engagement and fit on the one hand and independence on the other?
Authored by David F. Larcker and Brian Tayan, April 1, 2020, Stanford Closer Look Series
We examine the size, structure, and demographic makeup of the C-suite (the CEO and the direct reports to the CEO) in each of the Fortune 100 companies as of February 2020. We find that women (and, to a lesser extent, racially diverse executives) are underrepresented in C-suite positions that directly feed into future CEO and board roles. What accounts for this distribution?
By John D. Kepler, David F. Larcker, Brian Tayan, and Daniel J. Taylor, January 28, 2020
Corporate executives receive a considerable portion of their compensation in the form of equity and, from time to time, sell a portion of their holdings in the open market. Executives nearly always have access to nonpublic information about the company, and routinely have an information advantage over public shareholders. Federal securities laws prohibit executives from trading on material nonpublic information about their company, and companies develop an Insider Trading Policy (ITP) to ensure executives comply with applicable rules. In this Closer Look we examine the potential shortcomings of existing governance practices as illustrated by four examples that suggest significant room for improvement.
We ask:
• Should an ITP go beyond legal requirements to minimize the risk of negative public perception from trades that might otherwise appear suspicious?
• Why don’t all companies make the terms of their ITP public?
• Why don’t more companies require the strictest standards, such as pre-approval by the general counsel and mandatory use of 10b5-1 plans?
• Does the board review trades by insiders on a regular basis? What conversation, if any, takes place between executives and the board around large, single-event sales?
Short summary
We identify potential shortcomings in existing governance practices around the approval of executive equity sales. Why don’t more companies require stricter standards to lessen suspicion around insider equity sales activity? Do boards review trades by insiders on a regular basis?
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative,
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide takes an in-depth look at the Principles of Corporate Governance.
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?
By David F. Larcker and Brian Tayan
CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2019.
In fall 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of In October 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 3,062 individuals—representative by age, race, political affiliation, household income, and state residence—to understand the American population’s views on current and proposed tax policies.
Key findings include:
--Tax rates for high-income earners are about right
--Majority favor a wealth tax … but not if it harms the economy
--Americans do not want to set limits on personal wealth
--Americans do not believe in a right to universal basic income
--Trust in the ability of the U.S. government to spend tax dollars effectively is low
--Americans believe in higher taxes for corporations who pay their CEO large dollar amounts
--Little appetite exists to break up “big tech”
By David F. Larcker, Brian Tayan, Dottie Schindlinger and Anne Kors, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance and the Diligent Institute, November 2019
New research from the Rock Center for Corporate Governance at Stanford University and the Diligent Institute finds that corporate directors are not as shareholder-centric as commonly believed and that companies do not put the needs of shareholders significantly above the needs of their employees or society at large. Instead, directors pay considerable attention to important stakeholders—particularly their workforce—and take the interests of these groups into account as part of their long-term business planning.
• While directors are largely satisfied with their ESG-related efforts, they do not believe the outside world understands or appreciates the work they do.
• Directors recognize that tensions exist between shareholder and stakeholder interests. That said,
most believe their companies successfully balance this tension.
• In general, directors reject the view that their companies have a short-term investment horizon in
running their businesses.
In the summer of 2019, the Diligent Institute and the Rock Center for Corporate Governance at Stanford University surveyed nearly 200 directors of public and private corporations globally to better understand how they balance shareholder and stakeholder needs.
by David F. Larcker and Brian Tayan, Stanford Closer Look Series, October 7, 2019
A reliable system of corporate governance is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades of research, we still do not have a clear understanding of the factors that make a governance system effective. Our understanding of governance suffers from 1) a tendency to overgeneralize across companies and 2) a tendency to refer to central concepts without first defining them. In this Closer Look, we examine four central concepts that are widely discussed but poorly understood.
We ask:
• Would the caliber of discussion improve, and consensus on solutions be realized, if the debate on corporate governance were less loosey-goosey?
• Why can we still not answer the question of what makes good governance?
• How can our understanding of board quality improve without betraying the confidential information that a board discusses?
• Why is it difficult to answer the question of how much a CEO should be paid?
• Are U.S. executives really short-term oriented in managing their companies?
David F. Larcker, Brian Tayan, Vinay Trivedi, and Owen Wurzbacher, Stanford Closer Look Series, July 2, 2019
Currently, there is much debate about the role that non-investor stakeholder interests play in the governance of public companies. Critics argue that greater attention should be paid to the interest of stakeholders and that by investing in initiatives and programs to promote their interests, companies will create long-term value that is greater, more sustainable, and more equitably shared among investors and society. However, advocacy for a more stakeholder-centric governance model is based on assumptions about managerial behavior that are relatively untested. In this Closer Look, we examine survey data of the CEOs and CFOs of companies in the S&P 1500 Index to understand the extent to which they incorporate stakeholder needs into the business planning and long-term strategy, and their view of the costs and benefits of ESG-related programs.
We ask:
• What are the real costs and benefits of ESG?
• How do companies signal to constituents that they take ESG activities seriously?
• How accurate are the ratings of third-party providers that rate companies on ESG factors?
• Do boards understand the short- and long-term impact of ESG activities?
• Do boards believe this investment is beneficial for the company?
By David F. Larcker, Brian Tayan, Vinay Trivedi and Owen Wurzbacher, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, July 2019
In spring 2019, the Rock Center for Corporate Governance at Stanford University surveyed 209 CEOs and CFOs of companies included in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning.
Key Findings
• CEOs Are Divided On Whether Stakeholder Initiatives Are A Cost or Benefit to the Company
• Companies Tout Their Efforts But Believe the Public Doesn’t Understand Them
• Blackrock Advocates … But Has Little Impact
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative, June 2019
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide will take an in-depth look at Shareholders and Activism.
By Brandon Boze, Margarita Krivitski, David F. Larcker, Brian Tayan, and Eva Zlotnicka
Stanford Closer Look Series
May 23, 2019
Recently, there has been debate among corporate managers, board of directors, and institutional investors around how best to incorporate ESG (environmental, social, and governance) factors into strategic and investment decision-making processes. In this Closer Look, we examine a framework informed by the experience of ValueAct Capital and include case examples.
We ask:
• What is the investment horizon prevalent among most companies today?
• Do companies miss long-term opportunities because of a focus on short-term costs?
• How many companies have an opportunity to profitably invest in ESG solutions?
• What factors determine whether a company can profitably invest in ESG solutions?
• Can investors earn competitive risk-adjusted returns through ESG investments?
• If so, how widespread is this opportunity?
This Research Spotlight provides a summary of the academic literature on environmental, social, and governance (ESG) activities including:
• The relation between ESG activities and firm value
• The impact of environmental and social engagements on firm performance
• The market reaction to ESG events
• The relation between ESG and agency problems
• The performance of socially responsible investment (SRI) funds
This Research Spotlight expands upon issues introduced in the Quick Guide “Investors and Activism”.
This Research Spotlight provides a summary of the academic literature on how dual-class share structures influence firm value and corporate governance quality. It reviews the evidence of:
• The relation between dual-class shares and governance quality
• The relation between dual-class shares and tax avoidance
• The relation between dual-class shares and firm value and performance
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
By Courtney Hamilton, David F. Larcker, Stephen A. Miles, and Brian Tayan, Stanford Closer Look Series, February 15, 2019
Two decades ago, McKinsey advanced the idea that large U.S. companies are engaged in a “war for talent” and that to remain competitive they need to make a strategic effort to attract, retain, and develop the highest-performing executives. To understand the contribution of the human resources department to company strategy, we surveyed 85 CEOs and chief human resources officers at Fortune 1000 companies. In this Closer Look, we examine what these senior executives say about the contribution of HR to the strategic efforts and financial performance of their companies.
We ask:
• What role does HR play in the development of corporate strategy?
• Does HR have an equal voice or is it junior to other members of the senior management team?
• Do boards see HR and human capital as critical to corporate performance?
• How do boards ascertain whether management has the right HR strategy?
• How adept are companies at using data from HR systems to learn what programs work and why?
By David F. Larcker and Brian Tayan, Stanford Closer Look Series, December 3, 2018
Companies are required to have a reliable system of corporate governance in place at the time of IPO in order to protect the interests of public company investors and stakeholders. Yet, relatively little is known about the process by which they implement one. This Closer Look, based on detailed data from a sample of pre-IPO companies, examines the process by which companies go from essentially having no governance in place at the time of their founding to the fully established systems of governance required of public companies by the Securities and Exchange Commission. We examine the vastly different choices that companies make in deciding when and how to implement these standards.
We ask:
• What factors do CEOs and founders take into account in determining how to implement governance systems?
• Should regulators allow companies greater flexibility to tailor their governance systems to their specific needs?
• Which elements of governance add to business performance and which are done only for regulatory purposes?
• How much value does good governance add to a company’s overall valuation?
• When should small or medium sized companies that intend to remain private implement a governance system?
By David F. Larcker, Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2018
In summer and fall 2018, the Rock Center for Corporate Governance at Stanford University surveyed 53 founders and CEOs of 47 companies that completed an Initial Public Offering in the U.S. between 2010 and 2018 to understand how corporate governance practices evolve from startup through IPO.
David F. Larcker, Stephen A. Miles, Brian Tayan, and Kim Wright-Violich
Stanford Closer Look Series, November 8, 2018
CEO activism—the practice of CEOs taking public positions on environmental, social, and political issues not directly related to their business—has become a hotly debated topic in corporate governance. To better understand the implications of CEO activism, we examine its prevalence, the range of advocacy positions taken by CEOs, and the public’s reaction to activism.
We ask:
• How widespread is CEO activism?
• How well do boards understand the advocacy positions of their CEOs?
• Are boards involved in decisions to take public stances on controversial issues, or do they leave these to the discretion of the CEO?
• How should boards measure the costs and benefits of CEO activism?
• How accurately can internal and external constituents distinguish between positions taken proactively and reactively by a CEO?
By David F. Larcker, Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, October 2018
In summer and fall 2018, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 3,544 individuals — representative by gender, race, age, household income, and state residence — to understand how the American public views CEOs who take public positions on environmental, social, and political issues.
“We find that the public is highly divided about CEOs who take vocal positions on social, environmental, or political issues,” says Professor David F. Larcker, Stanford Graduate School of Business. “While some applaud CEOs who speak up, others strongly disapprove. The divergence in opinions is striking. CEOs who take public positions on specific issues might build loyalty with their employees or customers, but these same positions can inadvertently alienate important segments of those populations. The cost of CEO activism might be higher than many CEOs, companies, or boards realize.”
“Hot-button issues are hot for a reason,” adds Brian Tayan, researcher at Stanford Graduate School of Business. “Interestingly, people are much more likely to think of products they have stopped using than products they have started using because of a position the CEO took on a public issue. When consumers don’t like what they hear, they react the best way they know how to: by closing their wallets.”
More from Stanford GSB Corporate Governance Research Initiative (20)
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1. David F. Larcker and Brian Tayan
Corporate Governance Research Initiative
Stanford Graduate School of Business
PROXY ADVISORS
RESEARCH SPOTLIGHT
2. KEY CONCEPTS
Proxy advisors recommend how investors should vote on proposals included
in the annual proxy. The two largest firms are ISS and Glass, Lewis.
• Potential benefits.
– Share the cost of analyzing proxy issues across multiple funds.
– Provide expertise on issues that funds might not afford to examine individually.
• Potential costs.
– Proxy advisor guidelines might reflect a one-size-fits-all approach to governance.
– Standards might by too inflexible; not allow for differences across firms.
– Proxy advisors themselves might not be sufficiently resourced to evaluate all
items, particularly complicated issues.
Research shows that proxy advisors are highly influential over voting outcomes and
pay plan design.
3. INFLUENCE ON VOTING OUTCOMES
• Bethel and Gillian (2002) study the impact of ISS recommendations on proxy
proposals.
• Sample: 1,374 companies, 1998 voting season.
• Find that an unfavorable recommendation from ISS is associated with 13.6%
to 20.6% fewer affirmative votes for management proposals, depending on
the type of proposal.
• Conclusion: ISS has significant influence over voting outcomes.
4. INFLUENCE ON VOTING OUTCOMES
• Cai, Garner, and Walkling (2009) study the impact of ISS recommendations on
director elections.
• Sample: 13,384 director elections at 2,488 shareholder meetings, 2003-2005.
• Find that directors that do not receive ISS support receive 19% fewer votes
(77% versus 96%).
• Conclusion: ISS has significant influence over director elections.
5. INFLUENCE ON VOTING OUTCOMES
• Morgan, Poulsen, and Wolf (2006) examine the impact of ISS
recommendations on compensation-related proposals.
• Sample: S&P 500 companies, 1992-2003.
– Include proposals for executive and director compensation plans.
– Do not include proposals for general employee ownership plans.
• Find that an unfavorable recommendation from ISS is associated with a 20%
decrease in shareholder support.
• Conclusion: ISS has significant influence over executive compensation votes.
“Negative voting recommendations provided by outside voting firms lead to
lower levels of voting support and grow in relative importance over time.”
6. INFLUENCE ON VOTING OUTCOMES
• Ertimur, Ferri, and Oesch (2013) examine the impact of proxy advisory firm
recommendations on “say on pay” votes.
• Sample: S&P 1500 companies, 2011.
• Find that:
– A negative recommendation from ISS is associated with a 24.7% reduction in
shareholder support; GL: 12.9% reduction; both ISS & GL: 38.3% reduction.
– Influence is not uniform. Large funds are less influenced than small funds.
– Causality is uncertain. Reduction in support caused by ISS might be as little as 5.7%.
• Conclusion: Proxy advisor influence over “say on pay” is uncertain.
“Our findings suggest that [proxy advisors’] key economic role is processing a substantial
amount of executive pay information on behalf of institutional investors, hence reducing
their cost of making informed decisions.”
7. INFLUENCE ON VOTING OUTCOMES
• Malenko and Shen (2016) also examine the impact of ISS on “say on pay.”
• Sample: Russell 3000 companies, 2010-2011.
• Measure the difference in voting outcomes for firms with similar pay plans that
receive different voting recommendations from ISS.
• Calculate that a negative recommendation from ISS leads to a 25% reduction
in say-on-pay support.
• Conclusion: ISS has significant influence over “say on pay” voting outcomes.
“Our paper shows that the recommendations of proxy advisory
firms are a major factor affecting shareholder votes.”
8. INFLUENCE ON VOTING OUTCOMES
• Alexander, Chen, Seppi, and Spatt (2010) study the role of ISS
recommendations in proxy contests.
• Sample: 198 proxy contests, 1992-2005.
– ISS recommendations: 55% for management nominations; 45% dissidents.
• Find that ISS recommendations for dissidents:
– Increase the probability of dissident victory by 14% to 30%.
– Are associated with 3.8% 9-day positive, abnormal returns.
– Predict outcomes and provide relevant information to improve decision making.
• Conclusion: Proxy advisory firms provide valuable market information.
“Proxy advice may facilitate informed proxy voting.”
9. INFLUENCE ON COMPENSATION DESIGN
• Gow, Larcker, McCall, and Tayan (2013) study the influence of ISS on equity
compensation plan design.
• Sample: 4,230 equity plans, 2004-2010.
“These figures suggest that companies
are acquiring their allowable cap figure
from ISS and designing their equity
plans to fall just below this number.”
• Companies design plans to closely meet ISS allowable limits for dilution.
– 34.1% of all plans are within 1% of ISS limits.
– 96% of these are <1% below;
only 4% are <1% above.
• ISS has significant influence
over equity plan design.
10. INFLUENCE ON COMPENSATION DESIGN
• Larcker, McCall, and Ormazabal (2013) examine the impact of ISS guidelines
on stock option repricing plans.
• Sample: 264 repricing plans, 2004-2009.
• Find that:
– Plans that require shareholder approval are significantly more likely to conform to
ISS criteria than those that do not require approval.
– Plans that meet ISS criteria exhibit lower stock market reaction, lower future
operating performance, and higher employee turnover.
• Conclusion: ISS has significant influence over the design of repricing plans,
and this influence is negative.
“These results are consistent with the conclusion that proxy advisory
firm recommendations… are not value increasing for shareholders.”
11. INFLUENCE ON COMPENSATION DESIGN
• Larcker, McCall, and Ormazabal (2015) examine the impact of proxy advisory
firm recommendations on “say on pay.”
• Sample: 2,008 companies, 2011.
• Find that:
– Companies whose plans are likely to receive a negative recommendation are
significantly more likely to amend their plan to gain the approval of ISS and GL.
– Shareholders react negatively to these changes.
• Conclusion: Proxy advisory firms have significant influence over the design of
pay plans, and this influence is negative.
“[The influence of] proxy advisory firms appears to have the unintended economic consequence
that boards of directors are induced to make choices that decrease shareholder value.”
12. CONCLUSION
• Research generally shows that proxy advisory firms are highly influential
over voting outcomes.
• Determining the degree of causality is difficult. It is not always clear how
much of a decline in support is due to a negative recommendation and
how much is due to poor governance.
• Still, most research finds that ISS and Glass Lewis can swing up to 20% of
the vote, depending on the matter of the proposal.
• Research also shows that proxy advisors have significant influence over pay
design. Shareholders generally react negatively to changes made to satisfy
proxy advisors.
• As such, it is not clear that the recommendations of proxy advisors are
value increasing.
13. BIBLIOGRAPHY
Jennifer E. Bethel and Stuart L. Gillan. The Impact of the Institutional and Regulatory Environment on Shareholder Voting. Financial
Management. 2002.
Jie Cai, Jacqueline L. Garner, and Ralph A. Walkling. Journal of Finance. 2009.
Angela Morgan, Annette Poulsen, and Jack Wolf. Journal of Corporate Finance. 2006.
Yonca Ertimur, Fabrizio Ferri, and David Oesch. Shareholder Votes and Proxy Advisors: Evidence from Say on Pay. Journal of
Accounting Research. 2013.
Nadya Malenko and Yao Shen. The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design. Review of
Financial Studies. 2016.
Ian D. Gow, David F. Larcker, Allan L. McCall, and Brian Tayan. Sneak Preview: How ISS Dictates Equity Plan Design. Stanford Closer
Look Series. 2013.
David F. Larcker, Allan L. McCall, and Gaizka Ormazabal. Proxy Advisory Firms and Stock Option Repricing. Journal of Accounting
and Economics. 2013.
David F. Larcker, Allan L. McCall, and Gaizka Ormazabal. Outsourcing Shareholder Voting to Proxy Advisory Firms. Journal of Law
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Cindy R. Alexander, Mark A. Chen, Duane J. Seppi, and Chester S. Spatt. Interim News and the Role of Proxy Voting Advise. Review of
Financial Studies. 2010.