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Kerrie Waring: "All Stakeholders Are Important, But Only Shareholders Can Effectively Hold Boards to Account"

Kerrie Waring: "All Stakeholders Are Important, But Only Shareholders Can Effectively Hold Boards to Account"

Episode 20 Published 5 years, 7 months ago
Description
  1. Start of interview [1:06]
  2. Kerrie's "origin story" [1:34]
  3. Her initiation on corporate governance matters with the UK Institute of Directors (IoD) (2000-2004) [3:49]
  4. Her take on corporate director education and training [5:42]
  5. Her role at the Institute of Chartered Accountants in England and Wales (ICAEW) (2005-2008) [7:43]
  6. Her transition to the International Corporate Governance Network (ICGN)  (2008-Present) [9:49]
  7. History and mission of ICGN [11:56]. It was established in 1995, it has grow to over 800 members from 43 countries, (~70% of members are based in North America and Europe, ~20% in Asia). These members represent ~US$54 trillion of AUM. 
    1. ICGN Global Governance Principles
    2. ICGN Global Stewardship Principles
    3. Engagement with regulators (they send ~20-25 engagement letters to regulators per year). "ICGN brings a global investor flavor to national issues."
  8. The concept of "investor stewardship" and its evolution over time [15:27]
    1. The Cadbury Report (1992)
    2. The UK Stewardship Code (2010)
    3. The European Shareholder Rights Directive II (SRDII) (2020).
    4. Recently, UK and Japan have expanded stewardship principles beyond equity to all asset classes (Japan Stewardship Code, 2020)
  9. Her take on the debate of the purpose of the corporation (shareholder primacy vs stakeholders) [20:36]
    1. Business Roundtable's Statement on the purpose of the corporation (2019)
    2. Europe's Consultation on Sustainable Corporate Governance (2020)
    3. Section 172 of the UK Companies Act (2006)
    4. CII's statement opposing the BRT's 2019 Restatement ("accountability to everyone means accountability to no one")
  10. On the rise of ESG [26:47] "[I think] ESG has grown from a deeper understanding of stewardship since 2008... I would take away the G [since we've always been focused on governance] so really what we have witnessed is the rise of E and S... and this year COVID has shifted the narrative particularly around the S." For example, ICGN members have focused on "human capital management":
    1. Health and safety
    2. Staff training due to WFH
    3. Income inequality, pay.
  11. Many ICGN members have formed the "Human Capital Management Coalition" which has been engaging with the SEC, resulting in new disclosure r
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