Harvard Convenes the Corporate Governance Roundtable

The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Corporate Governance last Wednesday, March 18. The event brought together for a roundtable discussion 75 prominent experts with a wide range of perspectives on this subject, including those of investors, issuers, advisors, and academics. Participants in the event, and the topics of discussion, are set out below.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was sponsored by a number of co-sponsors (listed here), the supporting organizations of the Program on Corporate Governance (listed on the program site here), and the institutional members of the Harvard Institutional Investor Forum (listed here).

The Roundtable sessions focused on board composition, and other current issues in corporate governance. The Roundtable began with discussion of board composition issues. The participants discussed a variety of issues on the topic, including director experience and skills, director tenure and age, board refreshment, board diversity and board evaluations. The Roundtable then moved to a discussion of proxy access and other current issues in corporate governance, and engagement between issuers and investors on such issues.

The participants in the Harvard Roundtable on Corporate Governance included:

Maryellen Andersen, Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge

Andrew Bab, Partner, Debevoise & Plimpton LLP

Lucian Bebchuk, Friedman Professor of Law, Economics, and Finance, Harvard Law School

David Bell, Partner, Fenwick & West

Carolyn Berger, Former Justice, Delaware Supreme Court

Marian Block, Vice President and Associate General Counsel, Lockheed Martin

Carol Bowie, Head of Research – Americas, ISS

Maureen Bujno, Director, Center for Corporate Governance, Deloitte

Jay Chaudhuri, General Counsel & Senior Policy Advisor, North Carolina Department of State Treasurer

Robert Clark, Distinguished Service Professor, Austin Wakeman Scott Professor of Law, Harvard Law School

John Coates, John F. Cogan, Jr. Professor of Law and Economics and Research Director, Center on the Legal Profession, Harvard Law School

Eileen Cohen, Managing Director, J.P. Morgan Asset Management

Joan Conley, Senior Vice President and Corporate Secretary, Nasdaq

Caroline Crenshaw, Counsel to Commissioner Kara Stein, U.S. Securities and Exchange Commission

Arthur Crozier, Chairman, Innisfree M&A

Maria E. Damico, Vice President and Associate General Counsel, Fidelity Management & Research Co.

Scott Davis, Partner, Mayer Brown

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

Lawrence E. Dennedy, Chief Administrative Officer & Executive Vice President, MacKenzie Partners, Inc.

Matt DiGuiseppe, Director, Corporate Governance, TIAA-CREF

Matthew Filosa, Vice President, Corporate Governance & Proxy Voting, MFS Investment Management

Peggy Foran, Chief Governance Officer, VP and Corporate Secretary, Prudential Financial, Inc.

Stephen Fraidin, Vice Chairman, Pershing Square Capital Management

Mary Francis, Deputy Corporate Secretary, Chevron Corporation

Andrew Freedman, Partner, OlshanFromeWolosky LLP

Jesse Fried, Dane Professor of Law, Harvard Law School

Matthew Furman, Senior Vice President, Group General Counsel – Corporate & Governance, and Corporate Secretary, Travelers

Michael Garland, Assistant Comptroller for Environmental, Social and Governance, New York City Office of the Comptroller

Todd Gershkowitz, Senior Vice President, Global Head of Total Rewards & Shared Services, State Street Corporation

Jane Goldstein, Partner, Ropes & Gray

Sarah Goller, Senior Manager, Vanguard Group

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

Richard Grossman, Partner, Skadden

Joseph Hall, Partner, Davis Polk & Wardwell

Nancy Hamilton, Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto

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

Catherine Jackson, Senior Advisor, PGGM

Jack Jacobs, Senior Counsel, Sidley Austin; Former Justice, Delaware Supreme Court

Paula Johnson, Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66

Judith Jones, Vice President and Corporate Secretary, Aetna

Lewis Kaden, Lead Director, Arcelor Mittal, S.A.; Former Vice Chairman, Citigroup; John Harvey Gregory Lecturer on World Organization, Harvard Law School

Robert Katz, Partner, Shearman & Sterling, LLP

Roy J. Katzovicz, Chairman, Saddle Point Group, LLC

Janet Kelly, Senior Vice President, Legal, General Counsel and Corporate Secretary, ConocoPhillips

Arthur Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP

Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors

Philip Larrieu, Investment Officer, California State Teachers’ Retirement System

Gwen Le Berre, Director – Proxy & Governance, Charles Schwab Investment Management

Kai Haakon E. Liekefett, Partner, Vinson & Elkins

Jay W. Lorsch, Louis E. Kirstein Professor of Human Relations, Harvard Business School

David Marcus, Vice President, Cornerstone Research

George Massih, Vice President, General Counsel & Secretary, CSC Inc.

Bob McCormick, Chief Policy Officer, Glass, Lewis & Co.

Yumi Narita, Vice President, BlackRock

Cynthia Nastanski, Senior Vice President, Corporate Law and Deputy Corporate Secretary, PepsiCo

Suzanne Nimocks, Board Member, ArcelorMittal, Encana Corporation, OwensCorning, Rowan Companies

Joanne M. O’Rourke, Managing Director, PricewaterhouseCoopers

Linsey Payne, General Counsel/Chief Compliance Officer, Illinois State Board of Investment

Susan Permut, Senior Vice President & Deputy General Counsel, EMC

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

Phil Richter, Partner & Co-Head M&A, Fried Frank

Geralyn Ritter, SVP, Corporate Secretary & Assistant General Counsel, Merck & Co., Inc.

Luz Rodriguez, Director of Corporate Governance and Legal Services, Colorado PERA

Jim Rossman, Head of Corporate Preparedness, Lazard

Linda Scott, Senior Vice President, Associate Corporate Secretary, JPMorgan Chase

Dannette Smith, Secretary to the Board of Directors, UnitedHealth

Jamie Carroll Smith, Assistant Director, Center for Board Matters, EY

Katherine Smith, Corporate Counsel and Assistant Secretary, The Allstate Corporation

Suraj Srinivasan, Associate Professor of Business Administration, Harvard Business School

Darla Stuckey, President & CEO, Society of Corporate Secretaries and Governance Professionals

Sunil Suri, Portfolio Manager, Dimensional Fund Advisors

Dieter Waizenegger, Executive Director, CtW Investment Group

Charles C.Y. Wang, Assistant Professor of Business Administration, Harvard Business School

John W. White, Partner, Cravath, Swaine & Moore LLP

Amy Wood, Partner, Cooley LLP