A blue ribbon panel of academics, directors, and institutional investors and others plans to study the roles of boards of directors in corporate governance and issue a report on board practices later this year.
The group, led by Charles Elson, director of the University of Delaware’s Weinberg Center for Corporate Governance, and R. Glenn Hubbard, dean and professor of finance and economics at Columbia University’s Graduate School of Business and former chairman of the White House Council of Economic Advisers, is being funded by a grant from the Rockefeller Foundation.
Elson, who says the panel is the brainchild of former Nasdaq chief executive officer and chairman Frank Zarb, says the group will revisit guidelines for directors issued by a panel of the National Association of Corporate Directors back in 1996.
“In light of the regulatory and legal developments and changes in investor expectations during the last 14 years and the recent financial crisis, we may need to rethink some of those conclusions.” Elson told Compliance Week. “We hope to make some recommendations that will have an impact on people’s thinking.”
The group expects to issue a report by year-end. Among the panel members are former SEC Chairman Arthur Levitt; former Treasury Secretary Paul O’Neill, senior adviser and consultant to The Blackstone Group; former Chancellor of the Delaware Court of Chancery William T. Allen, director of New York University’s Center for Law & Business and of counsel at Wachtell, Lipton, Rosen & Katz; Weil, Gotshal & Manges Senior Partner and former Delaware Supreme Court Chief Justice E. Norman Veasey, and Damon Silvers, associate general counsel and head of corporate governance for the AFL-CIO.
Hubbard says recent institutional failures, along with general economic turmoil, “have sparked once again the familiar question of ‘where were the boards?’”
He says the panel’s report will present its findings as a series of gaps between board potential and performance in a number of areas, such as purpose, values, direction, culture, expertise, risk intelligence, dissent, information, self-renewal, diversity, and disclosure.
“We aim to show how boards fall short of their potential in some critical areas and to suggest ways they can fulfill it,” he said.
Hubbard says any proposed solutions won’t be “magic bullets,” but rather suggestions for new routines boards can adopt to change the way they operate.
Other participants include Simpson, Thacher & Bartlett Chairman Richard Beattie; NACD President Kenneth Daly; Broadridge CEO Richard Daly; Jon Hanson, chairman of The Hampshire Cos.; Olivia Kirtley, director of Alderwoods Group, Papa John’s Pizza and U.S. Bancorp; Promontory Financial Group CEO Eugene Ludwig; former Colgate-Palmolive Chairman and CEO Reuben Mark; Society of Corporate Secretaries & Governance Professionals President and CEO David Smith; SCSGP chairman and Time Warner senior vice president, Deputy General Counsel and Secretary Paul Washington; Relational Investors Founder and Principal Ralph Whitworth; Carver Federal Savings Bank CEO Deborah Wright; Franklin Mutual President and CEO Peter Langerman and Weinberg Center Associate Director Roger Coffin. SEC General Counsel David Becker is a member ex-officio.
By Melissa Klein Aguilar, Journalist, www.ComplianceWeek.com