The Conference Board Governance Center Task Force on Corporate/Investor Engagement

On March 11, 2014, the Conference Board released results of its year-long multifaceted study of corporate/investor engagement. The topic encompasses practical and systemic issues of critical importance to public companies and investors, which in the long term will impact U.S. macro-economic performance.

Cleary Gottlieb had the benefit and pleasure of contributing to each part of the Conference Board’s work. The work-product released yesterday includes:

• The Recommendations of the Task Force on Corporate/Investor Engagement. Task Force members brought distinguished and diverse backgrounds, including experience in the corporate, activist, private equity and institutional shareholder, academic, legal and regulatory communities, and a wide spectrum of perspectives to leadership of the Conference Board’s effort. The Recommendations centered around nine principles, including recommendations concerning balancing stakeholder interests, board oversight responsibility, communication among interested parties, voting practices, the role of proxy advisors, compensation incentives and the regulatory framework for corporate/investor engagement. Our colleague Arthur Kohn made substantial contributions to the deliberations of the Task Force.
• Guidelines for Engagement prepared by the Advisory Board to the Task Force. The Guidelines address a variety of practical issues related to corporate/investor engagement, which our experience indicates clearly are of interest to many practitioners involved in the day-to-day effort of corporate governance.
• A White Paper on the Optimal Balance in the Relative Roles of Management, Directors, and Investors in the Governance of Public Corporations. The White Paper is a comprehensive summary discussion of the historical, practical, economic and legal background to the principal governance debates being played out today. The White Paper can be used as a primer to help understand those debates in their proper context, as well as a valuable source for references for additional investigation. Our colleagues Suneela Jain and James Small, together with Barbara Blackford and Donna Dabney of the Conference Board’s Governance Center, researched and authored the White Paper, with the valuable guidance and assistance of a number of our colleagues.

Our involvement with the Task Force has contributed greatly to our understanding of current issues in corporate governance, which we would be happy to share. If you have any questions, please do not hesitate to reach out to your regular contacts at the Firm or any of the persons listed in the Corporate Governance Practice section of the website.