Harvard Convenes the Institutional Investors Roundtable

The Harvard Institutional Investor Roundtable convened last Thursday, January 24. This event brought together for a roundtable discussion the top governance officers of leading public pension funds, mutual funds, and other institutional investors, both from the US and from abroad. The institutions represented hold assets under management in excess of $14 trillion. Some academics, issuers, and advisers joined the proceedings to inform the discussion. Participants in the event, and the topics of discussion, are set out below.

The Roundtable is an event of the Harvard Institutional Investor Forum, directed by Lucian Bebchuk and operated by the Harvard Law School Program on Institutional Investors and Program on Corporate Governance. The Forum’s Advisory Board consists of representatives of institutional investors, including Jay Chaudhuri, Michelle Edkins, Jonathan Feigelson, Gavin Grant, Joyce Haboucha, Suzanne Hopgood, Andrew Letts, Michael McCauley, Meredith Miller, Manish Mital, Peter H. Mixon, Brandon Rees, Paul Schneider, Greg Smith, Alison Tarditi and Harlan Zimmerman.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was supported by American Express Company, Berman DeValerio, Broadridge Financial Solutions, Deloitte LLP, EMC Corporation, Innisfree, Pfizer Inc., Prudential Financial Inc., The Coca Cola Company and UnitedHealth Group.

The first session focused on the evolution of arrangements governing corporate elections. Topic discussed in the session included the extent to which current arrangements regarding corporate elections are satisfactory, and the best ways to improve them. Two areas of corporate election that were discussed were proxy access, which some shareholders have been pressing for but which has not yet taken hold, and majority voting, which has been adopted by most S&P 500 companies but not by most smaller companies.

The second session focused on current issues concerning control contests and activist challenges. Topics discussed included calls for tightening Section 13(d) disclosure requirements, the significant incidence of dual-class share structures among companies going public, and universal ballots in proxy contests.

The third session focused on engagement between shareholders and companies in connection with executive compensation arrangements. The 2012 proxy season was the second season in which say-on-pay votes and related engagement took place, and the Roundtable presented an opportune time for participants to take stock of the issues affecting say-on-pay engagement. Topics discussed included how well such engagement has been working, how shareholders in companies can use such engagement and say- on-pay votes more effectively, and which potential improvements in compensation features and practices may deserve the attention of institutional investors.

The final session focused on a discussion of the extent to which corporate political spending should be disclosed. Shareholder proposals regarding corporate political spending have been one of the most common kinds of shareholder proposals in the last several years, and the SEC has announced that it will consider a mandatory rule requiring the disclosure of such spending this year.

Participants in the Roundtable included:

Cambria Allen, Corporate Governance Director, UAW Retiree Medical Benefits Trust

Vineeta Anand, Chief Research Analyst, AFL-CIO Office of Investment

Maryellen F. Andersen, Corporate Governance Officer and Vice-President, Institutional Investor and Corporate Relations, Broadridge Financial Solutions, Inc.

Donna F. Anderson, Vice President and Global Corporate Governance Analyst, T. Rowe Price

Ed Ballo, Vice President, Shareholder Services, Prudential Financial, Inc.

Lucian Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law School

Allison Bennington, Partner and General Counsel, ValueAct Capital

Kenneth A. Bertsch, President and CEO, Society of Corporate Secretaries & Governance Professionals

Glenn Booraem, Principal & Fund Controller, Vanguard

Amy Borrus, Deputy Director, Council of Institutional Investors

Karla Bos, Vice President – Proxy Voting, ING U.S. Investment Management

Carol Bowie, Head of Research – Americas, Institutional Shareholder Services

Richard C. Breeden, Chairman, Breeden Capital Management

Stephen L. Brown, Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF

Dick Cavanagh, Independent Chairman, BlackRock Mutual Funds

Jay Chaudhuri, General Counsel & Senior Policy Advisor to the North Carolina State Treasurer

Warren Chen, Managing Director, Mergers and Acquisitions Research, Glass, Lewis & Co.

Joseph Chi, Co-Head of Portfolio Management and Head of Corporate Governance, Dimensional Fund Advisors

Robert C. Clark, Harvard University Distinguished Service Professor and Austin Wakeman Scott Professor of Law, Harvard Law School

John C. Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School

John F. Cogan Jr., Non-Executive Chairman, Pioneer Investment Management USA. Inc.

Arthur B. Crozier, Chairman, Innisfree M&A Incorporated

Robert W. Dannhauser, Head, Standards of Practice and Outreach, CFA Institute

Stephen Davis, Associate Director & Senior Fellow, Programs on Corporate Governance and Program on Institutional Investors, Harvard Law School

Julie Deisler, Investment Compliance and Governance Officer, School Employees Retirement System of Ohio

Glen DeValerio, Partner, Berman DeValerio

David Eaton, Vice President of Proxy Research, Glass, Lewis and Co.

Michelle Edkins, Managing Director, Global Head of Corporate Governance and Responsible Investment, BlackRock

Matthew Filosa, Assistant Vice President, Corporate Governance and Proxy Voting Member, MFS Investment Management

Ari Gabinet, Executive Vice President and General Counsel, OppenheimerFunds, Inc.

Krystal Gaboury, Assistant Vice President and Corporate Governance Analyst, Wellington Management Company, LLP

Michael Garland, Assistant Comptroller, Environmental, Social and Governance, New York City Comptroller’s Office

Byron Georgiou, President, Georgiou Enterprises

Scott C. Goebel, Senior Vice President and General Counsel, Fidelity Management & Research Co.

Gavin Grant, Head of Active Ownership, Norges Bank Investment Management

Drew Hambly, Executive Director of Corporate Governance, Morgan Stanley

Scott Hirst, Associate Director, Program on Institutional Investors, Harvard Law School

Suzanne Hopgood, Corporate Governance Consultant, Connecticut State Treasurer

Robert Jackson, Associate Professor of Law, Milton Handler Fellow, and Co-Director of the Ira M. Millstein Center on Global Markets, Columbia University

Adam Kanzer, Managing Director and General Counsel, Domini Social Investments LLC

Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management

Matthew Lepore, Corporate Secretary and Chief Governance Counsel, Pfizer, Inc.

Andrew Letts, Managing Director and Head of SSgA Corporate Governance Team, State Street Global Advisors

Aeisha Mastagni, Investment Officer, California State Teachers’ Retirement System

Gianna M. McCarthy, Director of Corporate Governance, New York State Common Retirement Fund

Michael McCauley, Senior Officer, Investment Programs & Governance / Florida State Board of Administration

Colin Melvin, Chief Executive Office, Hermes Equity Ownership Services

Chad Norton, Senior Manager – Governance and Proxy, Capital Research and Management Company

William Patterson, Executive Director of the CtW Investment Group

Susan Permut, SVP and Deputy General Counsel, EMC Corporation

Mark Preisinger, Director of Corporate Governance, The Coca-Cola Company

Luz Rodriguez, Director of Legal Services Division at Colorado Public Employees’ Retirement Association

Mark J. Roe, David Berg Professor of Law, Harvard Law School

Paul Schneider, Manager, Corporate Governance, Ontario Teachers’ Pension Plan

Linsey Schoemehl, General Counsel and Chief Compliance Officer, Illinois State Board of Investment

Dannette Smith, Secretary to the Board, UnitedHealth Group

Daniel Summerfield, Co-Head, Responsibilities Investment, Universities Superannuation Scheme Investment Management, U.K.

Joe Ucuzoglu, National Managing Partner, Regulatory and Public Policy, Deloitte LLP

Harlan Zimmerman, Senior Partner, Cevian Capital