2014 Year in Review

2014 was a significant year for The Conference Board Governance Center and we would like to thank all of our members for their ongoing engagement and support.

In March, the Center released the recommendations and related materials of the Task Force on Corporate/Investor Engagement. The Task Force's work has become one of the leading sources of guidance for boards, management, and investors in the ongoing debate over the nature, scope, and substance of engagement.

The Center focused its work this past year in several key areas:

Corporate/Investor Engagement

Corporate Political Spending

Executive Compensation and Supplemental Pay Disclosure

Sustainable Value Creation

For a list of areas of focus for 2015, please click here.

The Center also spoke at, supported, and participated in other critical governance events and dialogues, building on its role as a focal point and connector in the governance and business community.

Key 2014 Research Publications

Recommendations of the Task Force on Corporate/Investor Engagement March 2014 | Research Report
The task force examined the facts, the issues, and the policy implications of the current state of US corporate governance and here offers their recommendations.

Guidelines for Engagement
March 2014 | Research Report
Direct engagement between companies and their investors is in early stages, but is likely to become a permanent, although less formal, part of governance of US public companies.

Conference Board Governance Center White Paper
March 2014 | Research Report
Collaboration between boards of directors, management, and shareholders is fundamental to identifying the corporate governance policies and practices that will best produce economic growth while reducing financial and legal risk.

Proxy Voting Analytics (2010-2014)
November 2014 | Research Report
There’s been a fundamental shift in the type of resolutions shareholders submit, and activists are increasingly using social media to agitate for change outside of the AGM, 2014 data show.

The US Top Executive Compensation Report: 2014 Edition
October 2014 | Research Report
This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest paid executives of 2,283 US-listed companies by specific revenue and industry groups.

CEO Succession Practices: 2014 Edition
April 2014 | Research Report
The rate of CEO succession in calendar year 2013 was 8.4 percent, down from 10.9 percent in 2012 and below the average succession rate of 10.8 percent for the period 2000–2013.

For a complete list of 2014 Conference Board publications in the area of corporate governance, please visit our publications page.

Below is a brief overview of the Center's activities in 2014.

2014 Calendar of Events

November

The Governance Center Annual Meeting
The Center held its 2014 annual meeting at The Conference Board in New York. The key note remarks were given by Dr. Yvan Allaire on the question of whether activist interventions create long term shareholder value. Dr. Allaire's full remarks are available on a blog post on The Governance Center Blog.

Speakers at the annual meeting included:

• Dr. Yvan Allaire, Executive Chair of the Board of Directors, Institute for Governance of Private and Public Organizations; Chair, Council on the role of business in the 21st century, World Economic Forum
• Donna F. Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price Group, Inc.
• Kenneth A. Bertsch, Partner, Camberview Partners, LLC
• Abe Friedman, Managing Partner, Camberview Partners, LLC
• Roy J. Katzovicz, Partner, Investment Team Member and Chief Legal Officer of Pershing Square Capital Management, L.P.
• Ira T. Kay, Managing Partner, Pay Governance LLC
• Robert B. Lamm, Co-Chair, Securities and Corporate Governance Practice, Gunster, Yoakley & Stewart, P.A.; Advisory Director, Argyle; Senior Fellow, The Conference Board Governance Center
• Charles Nathan, Senior Advisor, Finsbury; Senior Fellow, Governance Center, The Conference Board
• Sabastian V. Niles, Activism, Governance and M&A Counsel, Corporate, Wachtell, Lipton, Rosen & Katz
• Linda E. Scott, Senior Vice President and Associate General Counsel, JP Morgan Chase & Co.
• Susan Ellen Wolf, CEO, Global Governance Consulting LLC; Senior Fellow, Governance Center, The Conference Board

ISVC Roundtable on Sustainable Value Creation
In collaboration with Tomorrows' Company, The Conference Board Governance Center hosted a roundtable in New York, NY  focused on how successful companies create sustainable value.

Governance Watch: Global Investigations
Hosted in collaboration with Cleary Gottlieb, this Governance Watch reviewed current trends in global investigations, key issues that arise in for companies and their boards of directors, and the methods corporations can utilize to best manage the risks of such an investigation. Panelists included:

• Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board
• Jonathan Kelly, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Jonathan Kolodner, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Abena Mainoo, Associate, Cleary Gottlieb Steen & Hamilton LLP

American Bar Association Business Law Section Corporate Governance Committee 2014 Fall Meeting
Center executive director Donna Dabney spoke to a joint meeting of the ABA Corporate Governance and Sustainability subcommittees on the topics of trust in business, long-term thinking, and valuing intangible assets.

October

Governance Watch: Recent Developments Related to Earnings Guidance
Hosted in collaboration with Cleary Gottlieb, this Governance Watch addressed hot topics, recent developments, and best practices in earnings guidance through a series of hypotheticals that takes the audience through the securities law implications of real life scenarios. Panelists included:

• Don Duffy, President, Integrated Corporate Relations Inc.
• David Fredrickson, Chief Counsel and Associate Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
• David Lopez, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Pamela Marcogliese, Partner, Cleary Gottlieb Steen & Hamilton LLP

September

ISVC Roundtable on Sustainable Value Creation
In collaboration with Tomorrows' Company, The Conference Board Governance Center hosted a roundtable in London, UK focused on how successful companies create sustainable value.

2014 Global Conference on Women in the Boardroom
Center executive director Donna Dabney led a discussion on term limits, tenure, and governance at the 2014 SIAS Global Conference on Women in the Boardroom. 

August

Key Highlights from the 2014 Proxy Season
This webcast's panel discussed the key trends and issues that emerged this past proxy season and the implications they hold for issuers and investors. Panelists included:

• Melissa Aguilar, Researcher, Corporate Leadership, The Conference Board
• Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board
• Paul DeNicola, Managing Director, Center for Board Governance, PwC
• Michelle Jackson, Vice President of Business Strategy & Development, Broadridge Financial Solutions

July

Roundtable on Human Rights and Corporate Governance
The center hosted a roundtable on the topic of the evolving expectation and experiences of investors and corporations on the topic of human rights and business. Day one focused on investor expectations of policies and disclosures of human rights risks, practices, and policies and on the rise and evolution in shareholder proposals on the topic. Day two explored the practices and learnings at leading corporations from the beverage, manufacturing, finance, technology, and energy industries.

June

Director Roundtable: Effective Board Leadership
Hosted in collaboration with Drexel University LeBow College of Business Center for Corporate Governance, this roundtable explored current and evolving notions of director quality and accountability and how boards can ensure that the company has the right people in the right leadership roles. The panel included:

• John J. Brennan, Chairman Emeritus and Senior Advisor, The Vanguard Group; Director, General Electric, Guardian Life Insurance Company of America, LPL Financial Holdings Inc.; Lead Governor, FINRA Board of Governors
• David Gelles, Reporter, The New York Times DealBook
• Michael Useem, William and Jacalyn Egan Professor of Management and Director of the Center for Leadership and Change Management, Wharton School, University of Pennsylvania

Governance Watch: The Implications of Halliburton v. Erica P. John Fund
Many commentators have called Halliburton Co., et al., v. Erica P. John Fund, Inc., the most important securities case in years. Hosted in collaboration with Cleary Gottlieb, this Governance Watch explored the case’s implications for securities class action litigation and its possible impact on the future viability of such claims. Panelists included:

• Roger Cooper, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Merritt Fox, Michael E. Patterson Professor of Law, Columbia Law School
• Mitchell Lowenthal, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Lassaad Adel Turki, Senior Vice President, Cornerstone Research

Society of Corporate Secretaries & Governance Professionals 2014 National Conference
Center assistant director Marcel Bucsescu spoke on a panel at the 2014 National Conference of the Society on the topic of Corporate Political Activity:  Nuts & Bolts. Bucsescu spoke about the work of The Conference Board Committee on Corporate Political Spending.

May

11th Annual Corporate/Investor Summit
Since 2003, The Conference Board Governance Center has hosted the annual Corporate/Investor Summit, a roundtable for corporate and investor representatives to discuss key governance issues in a collaborative environment. Addressing issues from corporate political spending disclosure and corporate/investor engagement to zombie directors, majority voting, and director compensation and golden leashes, the session included the following speakers:

• Donna F. Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price Group, Inc.
• Wesley D. Bizzell, Assistant General Counsel, Altria Client Services Inc.
• Jonathan Cobb, Governance and Stewardship Director, Standard Life Investments Ltd.
• Bruce F. Freed, President and Founder, Center for Political Activity
• Michael Garland, Assistant Comptroller for Environmental, Social and Governance, New York City Office of the Comptroller
• Kayla J. Gillan, Leader, PwC Investor Resource Institute
• Deborah Gilshan, Corporate Governance Counsel, RPMI Railpen Investments
• Keir D. Gumbs, Partner, Covington & Burling LLP
• Catherine Jackson, Corporate Governance Advisor, PGGM Investments
• Guy Jubb, Global Head of Governance & Stewardship, Standard Life Investments Ltd.
• Aeisha Mastagni, Investment Officer - Corporate Governance, California State Teachers' Retirement System
• Ann C. Mulé, Associate Director, John L. Weinberg Center for Corporate Governance, Lerner College of Business & Economics, University of Delaware
• Timothy Smith, Director of ESG  Shareowner Engagement, Walden Asset Management
• Robert Zivnuska, Principal, CamberView Partners, LLC

5th Annual Citadel Directors' Institute
Center executive director Donna Dabney spoke on a panel on Board Best Practices and moderated a discussion on the Board’s Role in Strategy and How to Best Respond to Investor and Outside Input.

April

Director Roundtable: The Board Game--How Smart Women Become Corporate Directors
This panel discussed board diversity, and more specifically, the role of women on boards. A much discussed and even debated topic for decades, female representation on boards is stuck in the high-teens. The panel reviewed practical steps that senior women could take to move towards board service and what boards can do to up their game. The panel included:

• Betsy Berkhemer-Credaire, President, Berkhemer Clayton, Inc.
• Allie Rutherford, Leader, Center for Board Matters, EY
• Kim A. Van Der Zon, Partner; Head of US Board Practice, Egon Zehnder International

Recommendations from The Conference Board Task Force on Corporate/Investor Engagement
Members of The Conference Board Advisory Board on Corporate/Investor Engagement shared insights and explored how strategic engagement can improve corporate governance moving forward. Panelists included:

• Glenn Booraem, Principal & Fund Controller, Vanguard Group, Inc.
• Donna Dabney, Executive Director, Governance Center, The Conference Board
• Suneela Jain, Associate, Cleary Gottlieb Steen & Hamilton LLP
• Paul Washington, Senior Vice President, Deputy General Counsel & Corporate Secretary, Time Warner, Inc.

March

The Conference Board Report Calls for Investor Engagement to Rebuild Corporate Trust and Drive Economic Growth
In March of 2014, The Conference Board Governance Center released the findings of a year-long task force on corporate/investor engagement. The Governance Center Task Force on Corporate/Investor Engagement was the first comprehensive collaboration of representatives of both companies and investors, bringing together directors of public companies and leading investors to examine these issues through a series of public forums, expert reports and commissioned research. The Task Force concluded that fixing corporate governance — and, ultimately, restoring trust in business — calls for an open, yet purpose-driven process of reestablishing alignment between corporate strategy and investor interests.

The Task Force was co-chaired by:

• Simon Lorne, Vice Chairman and Chief Legal Officer, Millennium Partners, LP; Director of Teledyne Technologies, Inc.; former General Counsel, United States Securities & Exchange Commission
• Patricia F. Russo, former Chief Executive Officer, Alcatel-Lucent; Director, Alcoa Inc, General Motors, Hewlett-Packard Company, KKR & Co LP, Merck & Co., Inc.

Governance Watch: Activism’s chemistry with non-activist investors and the role of the Board
Hosted in collaboration with Cleary Gottlieb, this webcasts explored the growing relationship and dependence of activist funds and institutional investors. Panelists included:

• Donna Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price Group, Inc.
• Stephen L. Brown, Senior Director, Corporate Governance and Associate General Counsel, TIAA-CREF
• Ethan Klingsberg, Partner, Cleary Gottlieb Steen & Hamilton LLP
• Brian Schorr, Partner and Chief Legal Officer, Trian Fund Management, L.P.

February

Director Roundtable: Stakeholder Expectations and the 21st Century Board
In collaboration the NYU School of Continuing and Professional Studies, the Center hosted a Director Roundtable on stakeholder expectations and the 21st century board, which explored the ways in which global pressures and advances in communication have influenced the way organizations communicate and engage with their stakeholders. The panel included: 

• Richard Edelman, President and Chief Executive Officer, Edelman
• Toni Muzi Falconi, Senior Counsel, Methodos; Adjunct Professor, New York University School of Continuing and Professional Studies and LUMSA Università
• James Grunig, Professor Emeritus, University of Maryland
• Jonathan Spector, President and Chief Executive Officer, The Conference Board
• Emilio Galli Zugaro, Head of Group Communications, Allianz