Stay Up To Date on the Latest Happenings in the Boardroom: Recommended Summer Reading
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Recommended summer reading from the Corporate Governance Research Initiative at Stanford Graduate School of Business.
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Recommended
CEO Attributes and Firm Performance
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.”
Chairman and CEO: The Controversy over Board Leadership Structure
Chairman and CEO: The Controversy over Board Leadership Structure Stanford GSB Corporate Governance Research Initiative
David F. Larcker and Brian Tayan
Stanford Closer Look Series
June 24, 2016
One of the most controversial issues in corporate governance is whether the CEO of a corporation should also serve as chairman of the board. In theory, an independent board chair improves the ability of the board to oversee management. However, an independent chairman is not unambiguously positive, and can lead to duplication of leadership, impair decision making, and create internal confusion—particularly when an effective dual chairman/CEO is already in place.
In this Closer Look, we examine in detail the leadership structure of publicly traded corporations and the circumstances under which they are changed. We ask:
• What factors should the board consider in deciding whether to combine or separate board leadership?
• How can the board weigh the tradeoffs between stability of leadership, efficient decision making, and decreased oversight?
• What structure should be the default setting for a corporation?
• Why do activists advocate that corporations strictly separate the roles when there is little research support for this position?
Seven Myths of Corporate Governance
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?
Independent Chairman - Research Spotlight
This Research Spotlight provides a summary of the academic literature on whether companies with an independent chairman of the board exhibit better governance quality than companies with a dual chairman/CEO.
It reviews the evidence of:
• The relation between independent chair and market value
• Shareholder reaction to a decision to separate chairman and CEO roles
• Separation during the succession process
• Separation to improve oversight
• The impact of separation on performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016Stanford GSB Corporate Governance Research Initiative
Stanford Corporate Governance Research Initiative
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016Internal vs. External CEOs
By David Larcker and Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), Stanford Graduate School of Business, October 2016.
This Research Spotlight provides a summary of the academic literature on internal and external CEOs.
It reviews the evidence of:
• Trends in hiring external CEOs
• Operating condition of companies that hire internal and external CEOs
• Stock market reaction to hiring external CEOs
• Relative performance of internal and external CEOs
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Seven Myths of Boards of Directors
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?
Board Structure: Data Spotlight, Quick Guide Series
Board Structure: Data Spotlight, Quick Guide SeriesStanford GSB Corporate Governance Research Initiative
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.”
Recommended
CEO Attributes and Firm Performance
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.”
Chairman and CEO: The Controversy over Board Leadership Structure
Chairman and CEO: The Controversy over Board Leadership Structure Stanford GSB Corporate Governance Research Initiative
David F. Larcker and Brian Tayan
Stanford Closer Look Series
June 24, 2016
One of the most controversial issues in corporate governance is whether the CEO of a corporation should also serve as chairman of the board. In theory, an independent board chair improves the ability of the board to oversee management. However, an independent chairman is not unambiguously positive, and can lead to duplication of leadership, impair decision making, and create internal confusion—particularly when an effective dual chairman/CEO is already in place.
In this Closer Look, we examine in detail the leadership structure of publicly traded corporations and the circumstances under which they are changed. We ask:
• What factors should the board consider in deciding whether to combine or separate board leadership?
• How can the board weigh the tradeoffs between stability of leadership, efficient decision making, and decreased oversight?
• What structure should be the default setting for a corporation?
• Why do activists advocate that corporations strictly separate the roles when there is little research support for this position?
Seven Myths of Corporate Governance
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?
Independent Chairman - Research Spotlight
This Research Spotlight provides a summary of the academic literature on whether companies with an independent chairman of the board exhibit better governance quality than companies with a dual chairman/CEO.
It reviews the evidence of:
• The relation between independent chair and market value
• Shareholder reaction to a decision to separate chairman and CEO roles
• Separation during the succession process
• Separation to improve oversight
• The impact of separation on performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016Stanford GSB Corporate Governance Research Initiative
Stanford Corporate Governance Research Initiative
Boards, Leadership, and Compensation: Top Five Research Downloads of 2016Internal vs. External CEOs
By David Larcker and Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), Stanford Graduate School of Business, October 2016.
This Research Spotlight provides a summary of the academic literature on internal and external CEOs.
It reviews the evidence of:
• Trends in hiring external CEOs
• Operating condition of companies that hire internal and external CEOs
• Stock market reaction to hiring external CEOs
• Relative performance of internal and external CEOs
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Seven Myths of Boards of Directors
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?
Board Structure: Data Spotlight, Quick Guide Series
Board Structure: Data Spotlight, Quick Guide SeriesStanford GSB Corporate Governance Research Initiative
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.”
Brochure about Stanford Corporate Governance Research Initiative
Brochure about Stanford Corporate Governance Research InitiativeStanford GSB Corporate Governance Research Initiative
Learn more about the Corporate Governance Research Initiative (CGRI) headed by Professor David F. Larcker at Stanford Graduate School of Business.2016 Survey: Board of Director Evaluation and Effectiveness
2016 Survey: Board of Director Evaluation and Effectiveness Stanford GSB Corporate Governance Research Initiative
By David F. Larcker, Stephen Miles, Taylor Griffin and Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, and The Miles Group, November 2016
BOARD OF DIRECTORS EVALUATION AND EFFECTIVENESS
In the summer of 2016, the Rock Center for Corporate Governance at Stanford University along with The Miles Group conducted a nationwide survey of 187 board directors of public and private companies.
The study reveals that while boards generally rate themselves positively in terms of skills and expertise, significantly high negatives are a cause for concern for a large number of firms.
Read the survey to find out more.
Institutional Shareholder Services: The Uninvited Guest at the Equity Table
Institutional Shareholder Services: The Uninvited Guest at the Equity TableStanford GSB Corporate Governance Research Initiative
The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important.Diverse Boards - Research Spotlight
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2016
Download
This Research Spotlight provides a summary of the research literature on whether companies with diverse boards (in terms of background, gender, or ethnicity) exhibit better performance and governance quality than companies without diverse boards.
It reviews the evidence of:
The relation between diversity and corporate performance
The relation between diversity and compensation
The relation between diversity and governance quality
The impact of mandatory quotas
The impact of diversity on group performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job? Stanford GSB Corporate Governance Research Initiative
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?
Diversity in the C-Suite: The Dismal State of Diversity Among Fortune 100 Sen...
Diversity in the C-Suite: The Dismal State of Diversity Among Fortune 100 Sen...Stanford GSB Corporate Governance Research Initiative
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?Staggered Boards
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
CEO Pay Levels Research Spotlight
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”.
CEO Turnover - Research Spotlight
CEO Turnover
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. September 2016
This Research Spotlight provides a summary of the academic literature on relation between CEO performance and turnover. It reviews the evidence of:
The relation between performance and likelihood of termination
The relation between board attributes and likelihood of termination
Other factors that might influence CEO performance oversight
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Alternative Models of Governance
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.
Startup | the impact of CEOs achieving superstar status on the performance of...
If you're a Chief Executive Officer, your job is to execute. What does it mean, in terms of daily tasks, to be the company’s top “executer”?
Many of the companies that surmount the challenges of growth have maintained attitudes most commonly found in young companies. What is the “FOUNDER’S MENTALITY”?
In sports, the “Sports Illustrated Jinx” is believed to affect athletes who appear on the cover of Sports Illustrated and in the entertainment industry, the term “Sophomore Jinx” refers to successful new performers who do not live up to the quality of their debuts. What is the “CEO Disease” and how is it related to CEOs achieving the SUPERSTAR STATUS?
2015 Survey on Board of Directors of Nonprofit Organizations
2015 Survey on Board of Directors of Nonprofit OrganizationsStanford GSB Corporate Governance Research Initiative
Faculty & Research › Publications › 2015 Survey on Board of Directors of Nonprofit Organizations
2015 Survey on Board of Directors of Nonprofit Organizations
By David F. Larcker, Nicholas Donatiello, Bill Meehan, Brian Tayan
Stanford GSB, Rock Center for Corporate Governance, BoardSource, and GuideStar. April 2015
Accounting, Corporate Governance
In fall 2014, the Stanford Graduate School of Business, in collaboration with BoardSource and GuideStar, surveyed 924 directors of nonprofit organizations about the composition, structure, and practices of their boards.What Is CEO Talent Worth?
January 23rd, 2012
What Is CEO Talent Worth?
By Professor, David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business
January 24, 2012
The topic of executive compensation elicits strong emotions among corporate stakeholders and practitioners. On the one hand are those who believe that chief executive officers in the United States are overpaid. On the other hand are those who believe that CEOs are simply paid the going fair-market rate.
Much less effort, however, is put into determining whether total compensation is commensurate with the value of services rendered.
We examine the issue and explain how such a calculation might be performed. We ask:
* How much value creation should be attributable to the efforts of the CEO?
* What percentage of this value should be fairly offered as compensation?
* Can the board actually perform this calculation? If not, how does it make rational decisions about pay levels?
Read the attached Closer Look and let us know what you think!
CEO Succession Planning: A Guide to Understanding Concepts of Corporate Gover...
CEO Succession Planning: A Guide to Understanding Concepts of Corporate Gover...Stanford GSB 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 CEO succession planning.Key Corporate Governance Insights from Stanford Graduate School of Business
Key Corporate Governance Insights from Stanford Graduate School of BusinessStanford GSB Corporate Governance Research Initiative
STANFORD CLOSER LOOK SERIES
Sign up to receive the latest research that explores topics, issues, and controversies in corporate governance: corpgovemail.comCEO Succession - Data Spotlight
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.”
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Learn more about the Corporate Governance Research Initiative (CGRI) headed by Professor David F. Larcker at Stanford Graduate School of Business.2016 Survey: Board of Director Evaluation and Effectiveness
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By David F. Larcker, Stephen Miles, Taylor Griffin and Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, and The Miles Group, November 2016
BOARD OF DIRECTORS EVALUATION AND EFFECTIVENESS
In the summer of 2016, the Rock Center for Corporate Governance at Stanford University along with The Miles Group conducted a nationwide survey of 187 board directors of public and private companies.
The study reveals that while boards generally rate themselves positively in terms of skills and expertise, significantly high negatives are a cause for concern for a large number of firms.
Read the survey to find out more.
Institutional Shareholder Services: The Uninvited Guest at the Equity Table
Institutional Shareholder Services: The Uninvited Guest at the Equity TableStanford GSB Corporate Governance Research Initiative
The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important.Diverse Boards - Research Spotlight
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2016
Download
This Research Spotlight provides a summary of the research literature on whether companies with diverse boards (in terms of background, gender, or ethnicity) exhibit better performance and governance quality than companies without diverse boards.
It reviews the evidence of:
The relation between diversity and corporate performance
The relation between diversity and compensation
The relation between diversity and governance quality
The impact of mandatory quotas
The impact of diversity on group performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job? Stanford GSB Corporate Governance Research Initiative
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?
Diversity in the C-Suite: The Dismal State of Diversity Among Fortune 100 Sen...
Diversity in the C-Suite: The Dismal State of Diversity Among Fortune 100 Sen...Stanford GSB Corporate Governance Research Initiative
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?Staggered Boards
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
CEO Pay Levels Research Spotlight
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”.
CEO Turnover - Research Spotlight
CEO Turnover
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. September 2016
This Research Spotlight provides a summary of the academic literature on relation between CEO performance and turnover. It reviews the evidence of:
The relation between performance and likelihood of termination
The relation between board attributes and likelihood of termination
Other factors that might influence CEO performance oversight
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Alternative Models of Governance
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.
Startup | the impact of CEOs achieving superstar status on the performance of...
If you're a Chief Executive Officer, your job is to execute. What does it mean, in terms of daily tasks, to be the company’s top “executer”?
Many of the companies that surmount the challenges of growth have maintained attitudes most commonly found in young companies. What is the “FOUNDER’S MENTALITY”?
In sports, the “Sports Illustrated Jinx” is believed to affect athletes who appear on the cover of Sports Illustrated and in the entertainment industry, the term “Sophomore Jinx” refers to successful new performers who do not live up to the quality of their debuts. What is the “CEO Disease” and how is it related to CEOs achieving the SUPERSTAR STATUS?
2015 Survey on Board of Directors of Nonprofit Organizations
2015 Survey on Board of Directors of Nonprofit OrganizationsStanford GSB Corporate Governance Research Initiative
Faculty & Research › Publications › 2015 Survey on Board of Directors of Nonprofit Organizations
2015 Survey on Board of Directors of Nonprofit Organizations
By David F. Larcker, Nicholas Donatiello, Bill Meehan, Brian Tayan
Stanford GSB, Rock Center for Corporate Governance, BoardSource, and GuideStar. April 2015
Accounting, Corporate Governance
In fall 2014, the Stanford Graduate School of Business, in collaboration with BoardSource and GuideStar, surveyed 924 directors of nonprofit organizations about the composition, structure, and practices of their boards.What Is CEO Talent Worth?
January 23rd, 2012
What Is CEO Talent Worth?
By Professor, David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business
January 24, 2012
The topic of executive compensation elicits strong emotions among corporate stakeholders and practitioners. On the one hand are those who believe that chief executive officers in the United States are overpaid. On the other hand are those who believe that CEOs are simply paid the going fair-market rate.
Much less effort, however, is put into determining whether total compensation is commensurate with the value of services rendered.
We examine the issue and explain how such a calculation might be performed. We ask:
* How much value creation should be attributable to the efforts of the CEO?
* What percentage of this value should be fairly offered as compensation?
* Can the board actually perform this calculation? If not, how does it make rational decisions about pay levels?
Read the attached Closer Look and let us know what you think!
CEO Succession Planning: A Guide to Understanding Concepts of Corporate Gover...
CEO Succession Planning: A Guide to Understanding Concepts of Corporate Gover...Stanford GSB 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 CEO succession planning.Key Corporate Governance Insights from Stanford Graduate School of Business
Key Corporate Governance Insights from Stanford Graduate School of BusinessStanford GSB Corporate Governance Research Initiative
STANFORD CLOSER LOOK SERIES
Sign up to receive the latest research that explores topics, issues, and controversies in corporate governance: corpgovemail.comCEO Succession - Data Spotlight
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.”
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Brochure about Stanford Corporate Governance Research Initiative
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Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
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Diversity in the C-Suite: The Dismal State of Diversity Among Fortune 100 Sen...
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Knowledge sharing on Yahoo Answers and on other type of Q/A sites
알파고 풀어보기 / Alpha Technical Review
자세한 내용은 https://www.youtube.com/watch?v=oPT9hHXrEpo 을 참조하세요.
AlphaGo가 어떤 원리로 구현되었으며, 어떻게 강력한 기력을 확보하게 되었는지를 설명드립니다. 이 자료를 이해하기 위해서 인공지능과 전산과학에 기초적인 지식이 필요할 수 있습니다.
Pentecost 2016
My Pentecost dream, a call to be on fire, a harvest time, how well are we using His anointing. Our service will be accepted or rejected?
STEMed presentation 29 May 2016
Some resources for Entry Level Non-Coders and Teachers to get a start. Brisbane Centric.
A list of Web Links for some resources - Entry Level - from 8 YO to reluctant to share your age....Start coding today..
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Similar to Stay Up To Date on the Latest Happenings in the Boardroom: Recommended Summer Reading
BOARDS BEHAVING BADLY FIVE CAUTIONARY TALES FROM THE BOARDROOM
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Misdeeds, transgressions, and breaches present challenging scenarios for boards and corporate leadership. Whether clearly illegal or subtly unethical, bad corporate behavior violates consumer trust and threatens shareholder value. In this deck, we share insights about how boards approach and respond to corporate misconduct.Recommended Summer Reading: 5 Articles to take your board from good to great
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Go behind the scenes this summer: Discover the latest issues facing corporate boards.
Stanford Closer Looks are authored by Professor David Larcker and Researcher, Brian Tayan.
- Board Evaluations and Boardroom Dynamics
- From Boardroom to C-Suite: Why Would a Company Pick a
Current Director as CEO?
- An Activist View of CEO Compensation
- The Wells Fargo Cross-Selling Scandal
- Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance and executive leadership. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. Larcker and Tayan are co-authors of the books Corporate Governance Matters and A Real Look at Real World Corporate Governance.The Principles of Corporate Governance: A Guide to Understanding Concepts of ...
The Principles of Corporate Governance: A Guide to Understanding Concepts of ...Stanford GSB Corporate Governance Research Initiative
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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.Board of Directors: A Guide to Understanding Concepts of Corporate Governance
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By David F. Larcker, Brian Tayan, Core Concepts Series. Corporate Governance Research Initiative, September 2018
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 Board of Directors.Anthony wrote the average investor should be checking out the ca.docx
Anthony wrote: "the average investor should be checking out the cash flows statement in general to understand the general trend and solidity of a company. Accrual basis data doesn't give nearly as much foresight into future projections of how a company". As indicated in Anthony's response, the statement of cash flows shows the uses and sources of: cash during for the operating, investing, and financing activities of a company. The balance sheet and income statement are prepared using the accrual basis of accounting.
The statement above regarding the investor's assessment of the general trend and solidity of a company is assuming that all cash transactions are correctly classified as operating, investing or financing activities on the statement of cash flows. Take a look at the ethics case presented in BYP 12-9 that appears in the Broadening Your Perspective section at the end of Chapter 12 in the WileyPLUS Readings or on page 683 in the eBook version. The ethics case provides additional information than presented below, which are the key points of the case.
The board policy requires the statement of cash flows for Templeton Automotive shows that net cash from operating activities exceeds $1 million dollars. However, the net cash from operating activities amounts to $970,000. The president of the company asks Nick, the controller if there is any way to increase the operating cash flows by $30,000 or more.
"Upon close scrutiny of the statement of cash flows, Nick concludes that he can get the operating cash flows above $1 million by reclassifying a $60,000, 2-year note payable listed in the financing activities section as "Proceeds from bank loan--$60,000." He will report the note instead as "Increase in payables--$60,000" and treat it as an adjustment of net income in the operating activities section." (Kimmel, 2013)
Class, how does the misclassification of a financing activity as an operating activity on the statement of cash flows impact the decision making process of an external user as to the financial status of the company?
Reference
Kimmel, P. D. (2013). Financial accounting: Tools for business decision making. Retrieved from University of Phoenix eBook Collection.
Please read INSTRUCTORS instructions carefully and completely
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If cannot complete with the given instructions do not reply
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Week 7.
BUILDING A BETTER BOARDROOM FIVE EXAMPLES OF HOW TRANSPARENCY, DATA, AND CULT...
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Today, while boards are under more scrutiny for risky decisions and questionable behavior, innovative approaches to governance are creating an entirely new set of best practices.
Here, we share research, insights, and recommendations for building more effective boards.
8 traits of an exceptional association ceo
What are the traits that make an association CEO exceptional? This eBook is based on conversations with association leaders, and experience within the association sector.
Board of Directors: A Guide to Understanding Concepts of Corporate Governance
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Recent experience suggests that many CEOs and directors of failed companies are able to obtain or retain directorships at other companies after their departure. Should this be a concern for shareholders?Identifying the barriers to good corporate governance
Corporate world has often witnessed that greed and hubris, many a time, persuades the active managers/ owners of the enterprises to drive the organization in the trajectory, which sometimes derails the journey of growth and sustainability and/or profit disproportionately to the detriment of the interest of inactive.
INSTRUCTIONS1. Read Chapter Twelve Christianity” in Invitat.docx
INSTRUCTIONS
1. Read Chapter Twelve “Christianity” in Invitation to World Religions, Jeffrey Brodd, et al., 2nd Edition, Oxford University Press, 2016.
2. Choose from one the two questions/exercises found below
3. Your DBE responses should be a minimum of 600 words each and must be accurate and detailed, on topic, thoughtful, and advance the discussion. Remember to proof your work; all postings should be written in college-level English. This means that your writing must be grammatically correct (spelling, punctuation, capitalization and correct sentence structure) and citations must be formatted appropriately and include a bibliography.
4. All claims, assertions, opinions, and conclusions are required to be supported by relevant research. Students may use either Turabian or MLA style for their responses and for citing. A properly prepared and grammatically correct response is worth up to 25 total points.
MOD11 DISCUSSION BOARD EXERCISE QUESTIONS
1. In what ways has modern culture challenged Christianity? How has Christianity responded?
1. What do you consider to be the major events, trends, and turning points in the history of Christianity? Explain the significance of each.
Remember to cite your sources. Otherwise it’s considered plagiarism
Case Incident 1: Sharing Is Performing
Replacing Nicholas Dirks as the chancellor of University of California at Berkeley, Carol T. Christ is taking on a strategy that her predecessors did not utilize: sharing leadership. Notably, the prior chancellor and provost would not consult other decision makers and stakeholders at the university when they proposed to dissolve completely the College of Chemistry. Christ, on the other hand, met with Frances McGinley, the student vice president of academic affairs, reaching out to “get a beat on what [student government] was doing and how [she] could help.” This move was unusual because McGinley would often have to track down the other administrators to even get a meeting (or would be merely delegated work). Another such arrangement between Jill Martin and David Barrs at a high school in Essex, England, designates special interest areas where each takes the lead, and they both share an educational philosophy, meet daily, have the authority to make decisions on the spot, and challenge one another.
As Declan Fitzsimons suggests in a Harvard Business Review article, the twenty-first century moves too quickly and is too dynamic to be handled by one person. By sharing leadership among multiple individuals, the organization can respond more adaptively to challenges, share disparate but complementary perspectives, and ease the burden experienced by the traditional charismatic leader figurehead. However, sharing leadership leads to its own issues and obstacles, which are apparent in the multiple relationships between team members, subordinates, and other employees. Not only do individual identities become involved, but so do collective identities shared as a g ...
ITS 833 – INFORMATION GOVERNANCEChapter 7Copyright @ Oma.docx
ITS 833 – INFORMATION GOVERNANCE
Chapter 7
Copyright @ Omar Mohamed 2019
1
1
Chapter Goals and Objectives
What is the difference between structured
What is the difference between unstructured and semi-structured information?
Why is unstructured data so challenging?
Copyright @ Omar Mohamed 2019
2
Generally, what is full cost accounting (FCA)?
What are the 10 key factors that drive the total cost of ownership of unstructured data
How can we better manage information?
How would an IG enabled organization look different from one that is not IG enabled?
2
The Business Case for
Information Governance
Difficult to Justify
Short term return on investment is nonexistent
Long term view is essential
Reduce exposure to risk over time
Improve quality and security of information
Streamlining information retention
Looking at Information Costs differently
Copyright @ Omar Mohamed 2019
3
3
The information environment
Challenges of Unstructured Information
Data volumes are growing
“Unstructured Information” is growing at a dramatic rate
Challenges unique to unstructured information
Horizontal nature
Lack of formality
Management location
Identification of ownership
Classification
Copyright @ Omar Mohamed 2019
4
Calculating Information Costs
Rising Storage Costs (Short sighted thinking)
Labor (particularly knowledge workers)
Overhead costs
Costs of e-discovery and litigation
Opportunity Costs
4
Full Cost Accounting for
Information Models
Total Cost of Ownership (TCO) Model
Return on Investment Model (ROI)
Full Cost Accounting Model (FCA)
Past, Present, Future Costs
Direct Costs
Indirect Costs
Flexible Application
Triple Bottom Line Accounting – Monetary, Environment, Societal Costs
Copyright @ Omar Mohamed 2019
5
Full Cost Accounting
General and Administrative Costs
Productivity Gains and Losses
Legal and E-discovery costs
Indirect Costs
Up-Front Costs
Future Costs
5
The politics involved
Tools needed to establish facts about the information environment
SOURCES OF Costs of owning unstructured information, cost reducers, and cost enhancers
Giving unstructured information value
The IG enabled organization
The End
Copyright @ Omar Mohamed 2019
11
11
Radical Change, the Quiet Way
by Debra E. Meyerson
AT ONE POINT OR ANOTHER, many managers experience a spang of conscience—a yearning to confront the basic or hidden assumptions, interests, practices, or values within an organization that they feel are stodgy, unfair, even downright wrong. A vice president wishes that more people of color would be promoted. A partner at a consulting firm thinks new MBAs are being so overworked that their families are hurting. A senior manager suspects his company, with some extra cost, could be kinder to the environment. Yet many people who want to drive changes like these face an uncomfortable dilemma. If they speak out too loudly, resentment builds toward them; if they play by the rules and remain silent, resentment builds insi.
White paper company directors stacey martin
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Loosey-Goosey Governance Four: Misunderstood Terms in Corporate Governance
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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?
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INSTRUCTIONS1. Read Chapter Twelve Christianity” in Invitat.docx
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Entrepreneurial leadership training resource upload
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The Spread of COVID-19 Disclosure
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?
Board Composition, Quality, & Turnover: Research Spotlight
Board Composition, Quality, & Turnover: Research SpotlightStanford GSB Corporate Governance Research Initiative
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. The First Outside Director
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?
Governance of Corporate Insider Equity Trades
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?
Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay
Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO PayStanford GSB Corporate Governance Research Initiative
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?
Survey | 2019 U.S. Tax Survey
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”
Stakeholders Take Center Stage: Director Views on Priorities and Society
Stakeholders Take Center Stage: Director Views on Priorities and SocietyStanford GSB Corporate Governance Research Initiative
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.
Stakeholders and Shareholders: Are Executives Really “Penny Wise and Pound Fo...
Stakeholders and Shareholders: Are Executives Really “Penny Wise and Pound Fo...Stanford GSB Corporate Governance Research Initiative
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?
2019 Survey On Shareholder Versus Stakeholder Interests
2019 Survey On Shareholder Versus Stakeholder Interests Stanford GSB Corporate Governance Research Initiative
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
Core Concept: Shareholders & Activism
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.
The Business Case for ESG
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?
Environmental, Social, and Governance (ESG) Activities
Environmental, Social, and Governance (ESG) ActivitiesStanford GSB Corporate Governance Research Initiative
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”.
Dual-Class Shares - Research Spotlight
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.”
Where Does Human Resources Sit at the Strategy Table?
Where Does Human Resources Sit at the Strategy Table?Stanford GSB Corporate Governance Research Initiative
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?
Scaling Up: The Implementation of Corporate Governance in Pre-IPO Companies
Scaling Up: The Implementation of Corporate Governance in Pre-IPO CompaniesStanford GSB Corporate Governance Research Initiative
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?
The Evolution of Corporate Governance: 2018 Study of Inception to IPO
The Evolution of Corporate Governance: 2018 Study of Inception to IPOStanford GSB Corporate Governance Research Initiative
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.
The Double-Edged Sword of CEO Activism
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?
2018 CEO Activism Survey
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.”
CEO Succession: Data
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.”
Board Structure: Data
By David F. Larcker, Brian Tayan, CGRI Quick Guide Series. Corporate Governance Research Initiative, September 2018
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.”
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Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
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A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
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Stay Up To Date on the Latest Happenings in the Boardroom: Recommended Summer Reading
- 1. STAY UP-TO-DATE ON THE LATEST HAPPENINGS IN THE BOARDROOM: RECOMMENDED SUMMER READING gsb.stanford.edu/cgri-research
- 2. “WE TAKE AN AGNOSTIC APPROACH TO CORPORATE GOVERNANCE, WITH NO AGENDA OTHER THAN TO GET THE STORY STRAIGHT.” David F. Larcker James Irvin Miller Professor of Accounting Stanford Graduate School of Business
- 3. WHAT CAN YOU READ THIS SUMMER TO MAKE SURE YOU’RE ON TOP OF THE LATEST TOPICS, ISSUES, AND CONTROVERSIES IN CORPORATE GOVERNANCE?
- 4. One of the most controversial issues in corporate governance is whether companies should be required to have an independent board chair. Learn what factors the board should consider in deciding whether to combine or separate board leadership. CHAIRMAN AND CEO: THE CONTROVERSY OVER BOARD LEADERSHIP STRUCTURE Read More
- 5. Read More SCOUNDRELS IN THE C-SUITE: HOW SHOULD THE BOARD RESPOND WHEN A CEO’S BAD BEHAVIOR MAKES THE NEWS Explore the actions that the board of directors should take when the CEO engages in behavior that is questionable but not illegal.
- 6. Read More It is difficult for outside observers to reliably gauge governance quality. Understand how shareholders can diagnose the issues facing a company to determine whether they are the result of “bad governance” and what is the root cause of the problem. GOVERNANCE ACHES AND PAINS: IS BAD GOVERNANCE CHRONIC?
- 7. Learn how shareholders can tell whether there is the right balance between “pay for performance” and risk. CEO PAY AT VALEANT: DOES EXTREME COMPENSATION CREATE EXTREME RISK? Read More
- 8. Read More CEO compensation is a highly controversial subject, in part because boards do not calculate and disclose the relation between shareholder value creation and CEO pay. Explore why compensation contracts are not explicitly tied to value creation and ask if they should be. CEO PAY, PERFORMANCE, AND VALUE SHARING
- 9. SIGN UP FOR MORE CORPORATE GOVERNANCE INSIGHTS STRAIGHT TO YOUR INBOX AT CORPGOVEMAIL.COM