Millstein Center Hosts Gathering of Top Corporate Governance Experts

More than 200 global leaders in corporate governance, including corporate executives and directors, regulators, and academics gathered at Yale University for the third annual Yale Governance Forum on June 9-10. The two-day event, hosted by the Millstein Center for Corporate Governance and Performance at the Yale School of Management, is designed to give practitioners the opportunity to discuss current issues in the field. This year's session had a special focus on the current state of global capital markets.

Ira Millstein, senior associate dean for corporate governance, said, "This year's Governance Forum is just one illustration of the Center's remarkable development over the past three years. Building on its convening of practitioners, academics, and regulators during that period, the Center was able to identify, and then drill down deep on, the key issues of corporate governance, including the impact of new players on the market, the need for new regulation, and trends towards increased corporate citizenship."

The forum included four plenary discussions and seven topic-focused sessions, as well as a pre-forum workshop and recognition of rising stars in the field.  Two policy papers were released as working drafts and made available for public comment at the forum: "Voting Integrity: Practices for Investors and the Proxy Industry" and "Talking Governance: Board-Shareholder Communications on Executive Compensation." They are available for download and comment through the Millstein Center's website.

Spurred by a presentation on the working draft of a new policy paper, the opening plenary panel discussed the issue of whether boards and shareholders should talk with each other. The session, moderated by Stephen Davis, project director for the Millstein Center, considered different approaches, including special listening sessions when boards give shareholders an opportunity to present issues of concern. Other topics included whether to treat short-term and long-term shareholders differently, and the increasing challenge for boards around the world to effectively address concerns of overseas investors who don't necessarily have a complete picture of local issues or standards.

Other plenary panels included a very lively discussion about practices in the proxy industry; analysis of recent events from William Donaldson, former chairman of the SEC and founding dean of Yale SOM, in conversation with Hal Scott, professor and director of the Program on International Financial Systems at Harvard Law School; and a discussion of the state of the global capital markets with panelists that included David Jackson '93, the CEO of Istithmar World Capital, an investment arm of Dubai, UAE; Norman Pearlstine, the chief content officer at Bloomberg LP; and Anne Simpson, the executive director of the International Corporate Governance Network (ICGN).

The seven topic-focused sessions took on issues such as whether independent board chairs are needed and potentially differing objectives of equity investors and bondholders. In a session on private equity and pension funds, discussants representing private equity firms, pension fund investment boards, and the legal profession examined the ways that the higher profile of private equity has created pressure to improve practices. Another session focused on what boards can do embed integrity as a value throughout a corporation.