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Amy Borrus: The Council of Institutional Investors' Voice of Corporate Governance.

Amy Borrus: The Council of Institutional Investors' Voice of Corporate Governance.

Episode 30 Published 5 years, 3 months ago
Description
  1. Intro.
  2. (1:22) - Start of interview
  3. (2:23) - Amy's "origin story"
  4. (3:41) - Her time as a journalist at Businessweek (US, UK and Japan).
  5. (5:02) - Her return to the US in 1990, where her last beat was to cover the SEC and corporate governance (including corporate scandals from the early 2000s and SOX).
  6. (6:32) -  Her start at the Council of Institutional Investors in 2006.
  7. (7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."
  8. (9:23) - The three founding principles of CII:
    1. Investors benefit when corporate boards provide robust and effective oversight of management (directors are accountable to shareowners);
    2. Investors are more powerful when they speak with one voice; and
    3. Investors are not monolithic so CII focuses on "big tent issues" where there is consensus.
  9. (10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.
  10. (12:31) - The evolution of governance since SOX in 2002. "When I joined CII, corporate governance was kind of a backwater." "Since then it has gone mainstream."
  11. (15:01) - Her take on BRT's purpose of the corporation restatement (2019) and CII's response letter. "At the end of the day, the north star for public companies is driving sustainable long term shareholder value."
  12. (22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.
  13. (24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.
  14. (26:15) - Her take on ESG. "We focus primarily on the G." "We think that strong governance standards and practices are the linchpin for appropriate attention to the E and the S issues." "We put governance first."
    1. CII's Special Reports and Publications.
    2. CII's Education Initiatives.
  15. (30:03) - "CII's policies on board diversity have always adopted a broad view of diversity including background, experience, age, gender, ethnicity and culture." "It's a bulwark against clubbiness, against having blinders on." "We believe diverse boards can be achieved without quotas."
  16. (32:44) - CII's policies on  dual class stock. "We've evolved into a compromise position [with sunset provisions]." "If you want to stay private fine, but if you want to tap the public markets you need to treat your public shareholders appropriately - there is a certain baseline expectation." "We have an international race to the bottom with London, HK, Singapore, etc allowing dual class share listings."
  17. (42:03) - CII's advocacy priorities for 2021:
    1. Investors rights and protections:
      1. Independent proxy research. CII's amicus brief in support of ISS lawsuit against the SEC.
      2. CII is opposed to SEC's Rule to
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