Magazines tend to make a habit of list making: The Fortune 500, The Forbes 400 Richest People, People’s “Most Beautiful.” Often they are intended to entertain or play to our voyeuristic tendencies. Some are more subjective than others. When we set out to name the 100 most influential players in corporate governance agenda inside America’s boardrooms. The list includes directors, professors, regulators, politicians, advisers, and others who have made a lasting impact. In some cases, it was really the entity that we recognized, such as CalPERS or the SEC, and the relevant individual came after. In other cases it was the individual who took the bow, with accompaniment from colleagues. Also, we thought our list would not be complete if we didn’t mention at least one of the unfortunate catalysts of reform, and our nod went to Jeffrey Skilling, whose actions have helped push corporate governance to the forefront.
We knew the selection process could prove contentious, so we enlisted a panel of 12 experts, along with our readers, to help nominate candidates for consideration. From that list of more than 300, we worked with a finalist committee to winnow it down to 100.
The ranking of CalPERS as number one, for example, reflects the times in which boards have heard, loud and clear, the shareholder lament about corporate governance, executive compensation, and board practices. No other person or institution has had such a continuous and profound effect on the boardroom. After our top 20, we chose to look at the remaining nominees alphabetically, as we found little value in ascribing an 88 versus an 87 to those who may have approached the subject in a different way. We did like the idea of identifying the nominees in terms of their “club,” or specific areas of expertise, and choose to group them that way.
The selection of the Directorship 100 will become an annual exercise for us. As these lists tend to be somewhat “buggy” their first time out, we realize that ours may be subject to some reasonable second guessing as well. In fact, since we know we have likely left off some influential players, it is our hope that you will log onto our newly relaunched website (www.directorship.com) and join a discussion of who you would have included. Also, in this first year, we purposely decided to focus our selections on those who are influential in America. We plan to publish a global list in an upcoming issue.
“It’s amazing how this area has just exploded,” says Margaret “Peggy” Foran, who landed at 18 for her governance role at Pfizer and her work at the Council of Institutional Investors. “I remember when I used to have corporate governance next to my name and no one knew what it was.” More than anything, the Directorship 100 reflects the rise of corporate governance as the primary duty of board directors.
1. The California Public Employees’ Retirement System
CalPERS wields its influence over the boardrooms of America by way of its $250-billion retirement fund, the largest in the United States, through direct equity investing, seeding funds with a governance focus, and by participating in the debate in very effective ways. It is not afraid to throw its significant weight around, either. CalPERS put executive pay on the agenda and railed against poor governance. (You don’t want to end up on its annual “Focus List” of underperformers.) As the senior portfolio manager in the corporate governance office of CalPERS, Dennis Johnson is responsible for the Focus List, proxy voting, and active investment strategies. Of course Fred Buenrostro, CEO of CalPERS, is responsible for setting the corporate governance tone. Many others, too numerous to name, have massive influence due to the sheer size of CalPERS.
As part of its “Core Principles,” CalPERS advocates director accessibility and supports the idea of “one share, one vote.” It has influenced companies it invests in to keep workers in the U.S., and has led the way to shun companies that do business in the Sudan. More recently, this giant has led the move into alternative investments and has played a significant role as a backer to the private-equity and hedge-fund boom. CalPERS’ activism has not been without its critics who say that its activism borders on interference. The majority of our judges were more tolerant including one who said, “CalPERS has historically been the leader and they continue to push critical issues.”
2. The Securities and Exchange Commission
The SEC has been one busy agency over the last few years. The job of implementing the Sarbanes-Oxley Act while presiding over one of the most active investigative environments in the history of American business has been a big task, all while continuing to oversee the financial markets. Chairman Christopher Cox was appointed to the SEC by President Bush in 2005 after a 17-year run in the U.S. House of Representatives. He has made SOX reform the centerpiece of his tenure. Still on his plate, is how to fine-tune some of the weightier provisions of SOX. “My goal is to make 404 work,” he told Congress last year. He has lots of help in the form of the other four commissioners who are only slightly less influential in the realm of corporate governance. They are Paul Atkins, Roel Campos, Annette Nazareth, and Kathleen Casey.
3. Barney Frank, Congressman
When Democrats took control of the 110th Congress, Barney Frank was appointed chair of the House Financial Services Committee, giving the progressive Congressman oversight responsibility for the SEC, corporate governance, and the Public Company Accounting Oversight Board. Frank sponsored a bill, known as “Say on Pay,” that would give shareholders advisory votes on executive compensation. The bill passed in the House and currently awaits its fate in front of the Senate Banking Committee. Frank views his powerhouse role as giving him the ability to affect policy change like no other position in Congress. During an interview with Directorship earlier this year, he said “I would argue that shareholders don’t have bona fide access to the board.” If boards don’t remedy that situation by themselves, look for him to step in to change it during the next few years.
4. Warren Buffett, Berkshire Hathaway
America’s portfolio manager and sage of Omaha, Buffett has pushed the price of Berkshire Hathaway, his holding company, up more than 14,000 percent during the past 25 years, and his public statements, particularly his annual reports, are read more closely than almost any other document in business. The hugely popular business leader champions honesty and commitment, seeking to invest in companies that are well run, no matter how undervalued. Viewing himself as a capital allocator, he sees his primary responsibility as providing capital to businesses with good economics without interfering with the existing management structure of the company. Another part of Buffett’s management appeal is his ongoing dedication to setting high corporate standards for both managers and shareholders: Deploring the system of compensating top-level executives with stock options, he opposes rewards for quick profits as they undermine shareholder value. His hands-off approach allows his managers to act as owners of their businesses. This acquisition strategy enables Buffett to buy companies at fair prices because the sellers maintain the ability to operate independently after selling. From his modest Nebraska upbringing, to his current status as the third richest man in the world, to his massive foray into philanthropy, Buffett is an iconic figure who upholds high standards of corporate governance.
5. The Delaware Courts
The Delaware courts, including the Court of Chancery and the State Supreme Court, have often established the tone and legal direction of corporate governance in the United States. The state’s Court of Chancery is frequently called “the chief arbiter of right and wrong in Corporate America.” Headed by Chancellor William B. Chandler III since 1997, he is known for keeping a bicycle in his chambers, and his decisions level-headed. He blasted former Disney CEO Michael Eisner for ruling the Magic Kingdom as an “infallible monarch,” but ultimately ruled that Eisner had made his blunders in good faith and should be protected by the business-judgment rule.
As former Chief Justice of the Delaware Supreme Court, E. Norman Veasey’s tenure, numerous judgments, and accomplished law career are capped by a sterling reputation for leadership and humanitarian service. He was succeeded by Myron T. Steele, who, since 2004, has been praised for his keen leadership. The Delaware courts are seen as fair and reasonable with the most efficient litigation practices, and their influence on corporate governance matters rivals that of the SEC or Congress.
6. Ralph Whitworth, Relational Investors
This former protege of T. Boone Pickens and Ronald Reagan has come to personify the new breed of activist shareholder, shaking up boardrooms. He cofounded Relational Investors in 1996 with a $200-million stake from CalPERS, and since has played a highly public role in the ouster of CEOs from companies identified by his firm as underperforming, most notably, Robert Nardelli of Home Depot and Jay Sidhu from Sovereign Bancorp. In an interview with Directorship earlier this year, Whitworth said what he wants is more vigorous input to the board, in both hiring and firing of company leaders, setting incentives, and making sure strategy is consistent with long-term shareholder interests. “Just as in sports, there is a difference between being in the ring and being the ringman, and if you are a board member, you are in the ring and expected to perform.” Whitworth’s cofounder and business partner, David Batchelder, who is a director at Home Depot, is equally a force in the activist investor movement.
7. Patrick McGurn, ISS
Questions about proxy votes? Just ask Pat McGurn. The executive vice president and special counsel to Institutional Shareholder Services, the leading provider of proxy voting services and corporate governance research, might have more to say than any other individual about how large shareholders vote their proxies. ISS’s Corporate Governance Quotient is the global, industry-standard benchmark for ranking governance practices at more than 7,500 public companies. Prior to joining ISS, McGurn served as director of the Corporate Governance Service at the Investor Responsibility Research Center (IRRC), a not-for-profit firm that provided governance research to investors and was later acquired by ISS. He’s also served as a private attorney, a congressional staff member, and a department head at the Republican National Committee Center. One of our judges said of McGurn: “Pat has done this industry enormous goodwill and value.” Judges also recognized the contribution of Martha Carter, managing director of corporate governance at ISS.
8. Ira Millstein, Weil, Gotshal & Manges
Millstein is senior partner at the law firm of Weil, Gotshal & Manges, where, in addition to practicing in the areas of government regulation and antitrust law, he has counseled numerous boards on issues of corporate governance, including General Motors, Westinghouse, Bethlehem Steel, and WellChoice. Despite nearing the age of 81, Millstein, who many see as the field’s preeminent lawyer, is as influential as ever. He recently became a supporter of the Aspen Principles, which intend to corral Corporate America’s obsession on short-term results by, among other things, ending the practice of providing quarterly earnings guidance to analysts. One of our judges called him “the grandfather of corporate governance.” Yale University named its Center on Corporate Governance after him. Millstein is also a member of the board of the World Trade Center Memorial Foundation, the entity charged with overseeing the fundraising and construction of the World Trade Center Memorial.
9. Paul Sarbanes and Michael Oxley, SOX Act of 2002
Five years after SOX was passed and still hardly a day or meeting goes by without someone mentioning it. Maryland Democrat Paul Sarbanes retired from Congress in January, after serving five terms in the Senate, and Ohio Republican Michael Oxley retired in January after a 25-year career in Congress, but the bill they cosponsored will continue to have a massive influence on companies for generations. Many have called it the largest business reform since the Securities Exchange Act of 1934 established the SEC. The Sarbanes-Oxley Act established the idea of certifying financial statements, created the PCAOB, upped the fines and penalties for fraud, and sent businesses scurrying to test their financial controls under provision 404. Congress, the SEC, and just about every business group under the sun is still trying to figure out just what SOX should be, and the debate doesn’t look to be cleared up anytime soon. Many directors have complained that its costs do not square with its effectiveness. In fact, you just might owe those long days and late nights working on board matters to these two former lawmakers. Oxley, quoted in USA Today, says he still hears from former colleagues in the House who grouse about the legislation. His response: “You voted for it! Get over it.”
10. Richard Breeden, Breeden Capital
On behalf of the U.S. District Court, the former chairman of the SEC has been appointed corporate monitor of WorldCom, Hollinger, and Fannie Mae—overseeing, in other words, the largest fraud and corruption cases. His job? To restore investor confidence. As head of the SEC during the early 1990s, Breeden played a leading role in defining disclosure, accounting, and corporate governance requirements under the U.S. securities laws and initiated the last major overhaul of U.S. proxy rules. Under his leadership, the SEC brought more than 1,200 enforcement actions involving false or misleading financial statements, insider trading, and other violations of law. Last year, he launched a hedge fund, raising $500 million in commitments, $400 million from the California Public Employees’ Retirement System (CalPERs). If you really want to know just how influential Breeden is in corporate governance, ask restaurant chain Applebee’s, where Breeden’s firm took a large stake and Breeden worked his way onto the board to improve corporate governance. He recently told Directorship: “When there is a lack of accountability for performance, it is the greatest governance misdeed.”
11. Jeffrey Skilling and the CEO Inmate Club
The former Enron CEO is Inmate No. 29296-179 in a minimum security facility in Wasseca, Minnesota, according to the Bureau of Prisons web site. Jeffrey Skilling was found guilty in May 2006 on 19 of 28 counts that included charges of insider trading, securities fraud, and conspiracy and sentenced to 24 years in a federal penitentiary. Now incarcerated as a chief architect of America’s biggest corporate accounting scandal, he is reported to be remorseful but maintains his innocence while working on an appeal. There is little doubt that Skilling will go down as the poster boy for the white-collar crime wave that struck the business world in the early part of this century. But Bernie Ebbers, Dennis Kozlowski, John Rigas, Scott Sullivan, Andrew Fastow, and many more, are also responsible for the sea change in our corporate governance regulatory environment.
12. The PCAOB
The Public Company Accounting Oversight Board, a.k.a. peek-a-boo (would it have killed them to make it the Board of Oversight, so the acronym would work?) sets the standards for how accounting and audit firms operate. William McDonough, the first chairman of the PCAOB, set the ball rolling and presided over some of the biggest changes in the history of the accounting industry. More recently, Mark Olson has taken the helm of this influential regulatory vessel. Perhaps the individual with the most influence on corporate governance, however, is Kayla Gillan. She was appointed by the SEC as a founding member and has continued to work to improve the public company audit process. When he reappointed her to the board last year, SEC Chairman Cox said: “Her experience with Sarbanes-Oxley implementation, and her leadership in reducing the costs of section 404 compliance while increasing its usefulness to investors, are exceptional assets to the PCAOB.” Prior to her appointment to the board, Gillan cut her corporate governance chops at CalPERS where she rose to the position of general counsel and chief legal adviser on all matters.
13. The Exchanges: NYSE and Nasdaq
While the NYSE and Nasdaq have embraced reforms by toughening their listing requirements and corporate governance rules, they have also called for moderation in the application of Sarbanes-Oxley. Fearful that higher regulatory hurdles could scare issuers into listing on overseas exchanges, they have led the call to keep the U.S. markets competitive. At the NYSE, John Thain has held the top spot after he replaced interim CEO John Reed, who stepped in after the dust-up over Dick Grasso’s highly publicized pay package. Thain, who was president and CEO of Goldman Sachs in 2003, became president of the NYSE the day after the SEC approved a plan to overhaul the listing entity. One of our judges seconded this choice of Thain and company by saying, “Yes! He is bringing down the broker-dealer voting monopoly.” Thain’s counterpart at Nasdaq, Robert Greifeld, has been an outspoken advocate of rational regulation as he looks to duplicate his success by expanding the exchange.
14. Richard Ferlauto, AFSCME
As director of pension policy at the American Federation of State, County & Municipal Employees union (AFSCME), Ferlauto is a leading advocate for allowing shareholders to vote on executive pay packages. AFSCME represents more than 1.4 million public sector workers in 48 states and the District of Columbia and Puerto Rico with more than $1 trillion dollars in assets as participants in over 150 public pension systems. Prior to joining AFSCME, Ferlauto was managing director of Proxy Voter Services, a division of Institutional Shareholder Services, which provides proxy advisory services to Taft-Hartley and public fund plan sponsors. Ferlauto also was a consultant with the AFL-CIO where he helped launch the Office of Investment and its corporate governance program.
15. Martin Lipton, Wachtell, Lipton, Rosen & Katz
Known, most famously, as the father of the poison pill, Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, has remained a seminal figure in corporate governance. His work with embattled CEOs caused one of our judges to call him “anti-corporate governance.” He recently called Pfizer’s plans to invite in large shareholders, “corporate governance run amok!” (See story on page 11.) He specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy and has written and lectured extensively on these subjects. New York magazine reported a few years ago that he was one of the highest paid lawyers in America. He has also served as counsel to the NYSE’s Committee on Market Structure, Governance and Ownership. No matter what activists may think of Lipton’s views he has furthered the corporate governance debate and has the ear many Fortune 500 CEOs.
16. Ex-Chairmen: Pitt, Levitt, and Donaldson
Sure, we gave Richard Breeden his own spot, but then again, he has his own private equity firm. You could easily argue that the former chairmen of the SEC, Harvey L. Pitt, Arthur Levitt, and William Donaldson are just as influential in corporate governance circles. Levitt has been characterized as a pro-investor advocate, which put him in a favorable light in the media and general public, but not necessarily in Corporate America. During his tenure at the SEC, Levitt was a strong advocate for transparency and comparability of financial statements. He ran into some trouble accomplishing this goal when Congress condemned a plan requiring the expensing of stock options. He was the first to put proxy access on the SEC agenda, although he again ran into resistance on the topic.
There is some irony that we have paired these two, since Pitt, CEO of the global business consulting firm, Kalorama Partners, was chastised for being too pro-business during his reign at the SEC. Either way, he accomplished a great deal in a short time. From 2001 until 2003, Pitt was responsible for, among other things, overseeing the SEC’s response to the market disruptions resulting from the 9/11 terrorist attacks, creating the SEC’s “real-time enforcement” program, and leading the SEC’s adoption of dozens of rules in response to the corporate and accounting crises.
Donaldson, who was forced to do the heavy lifting on SOX, was thought to do a good job of balancing the interest of investors with those of issuers. He is the former Dean of the Yale School of Management and founded the investment bank Donaldson, Lufkin & Jenrette. Earlier this year, he joined Perella Weinberg Partners as head of its advisory committee.
17. Charles Elson, University of Delaware
Some 60 percent of all Fortune 500 companies and half the firms listed in the New York Stock Exchange are incorporated in the State of Delaware, the heart of Corporate America. From this singular vantage point, Elson, a lawyer and director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, monitors how American companies are run. If you ask Elson to assess some of this year’s oversized CEO compensation packages, he’ll tell you they reflect the quality of decision making in the boardrooms of many American businesses. “Today a manager can do a poor job, get fired and end up making as much as a highly successful entrepreneur,” he says. “That’s bizarre.” While oftentimes critical, Elson is no corporate outsider. A foremost academic expert in the field of corporate governance, Elson is of counsel to Holland & Knight and a director of Alderwoods Group and HealthSouth Corp.
18. Margaret Foran, Pfizer
The senior vice president, associate general counsel, and corporate secretary of Pfizer has taken an active and public role in corporate governance and is one of the early pioneers of the discipline. She is one of the chief architects of Pfizer’s well-regarded corporate governance practices, which serve as a model for large companies. She also serves as co-chair of the Council of Institutional Investors and on the advisory board for the NACD’s Corporate Directors Institute. And she is the former chair of both the Coordinating Committee and the SEC Issues Committee of the Business Roundtable’s Corporate Governance Task Force. “She tried to change the system from inside the boardroom,” one of our judges told us. “It didn’t always work, but you have to applaud her courage and tenaciousness. She helps to bring balance to the corporate governance discussion.”
19. Nell Minow, The Corporate Library
Dubbed “the queen of good corporate governance,” and known for her pointed criticism of corporate boards that allow, in her view, CEOs to operate without oversight, Nell Minow works as the shareholder activist. She is the founder and editor of The Corporate Library, an independent research firm providing analysis about corporate governance of public companies. Minow works as a lecturer, author, and educator on issues of corporate accountability related to the board of directors and responsibilities of shareholders. She brought her criticisms to Congress testifying before the Senate Committee on Finance in 2006 and the House Committee on Financial Services in 2007, about what she saw as the lapses of corporate governance and excessive CEO compensation. She is the former president of ISS.
20. Damon Silvers, AFL-CIO
As the associate general counsel for the AFL-CIO, Silvers’ responsibilities include corporate governance, pension, and general business law issues. He led the AFL-CIO legal team that won severance payments for laid-off Enron and WorldCom workers and has testified before numerous Congressional committees on issues arising out of the collapse of Enron. As the counsel to the chairman of ULLICO Inc., he is helping a new executive team recover from business crises arising from alleged serious misconduct by prior management. Silvers addressed the National Association of Corporate Directors and the University of Delaware’s Corporate Governance Center on corporate governance issues. His testimony of behalf of the labor movement focuses on excessive executive compensation in bankruptcy. According to Silvers, much modern thinking in corporate governance originates in the distinction between corporate constituents with fixed contractual claims (lenders, suppliers, customers, and workers) and those with variable, and in particular, marginal claims (equity holders). One of our judges applauded Silvers for “bringing a sense of dialogue to the marketplace.”
The Board Directors, CEOs, and Officers
Warren G. Andersen, General Motors
As assistant general counsel of the world’s largest automaker, Andersen is responsible for corporate governance, financial reporting, securities and corporate law at General Motors. During 2003, he represented GM and GMAC in its sale of bonds and convertible debentures for aggregate proceeds of $17.6 billion. The thorny task of handling corporate governance issues at this troubled auto giant can’t be an easy job, but Andersen has done it well.
Norman Augustine, P&G
Serving on the boards of ConocoPhillips, Black & Decker and Procter & Gamble is what the retired chairman and CEO of Lockheed Martin does when he’s not engaged in philanthropic pursuits. Augustine recently chaired the National Academies Committee on Prospering in the Global Economy, which produced the highly acclaimed report, Rising Above the Gathering Storm, and has authored several books.
Lawrence Bossidy, Merck
In an interview, Bossidy once said that growing up in western Massachusetts all he wanted to do was play ball. Instead, he went to work for his hometown’s largest employer, rising to become COO of GE Credit Corp. He moved to AlliedSignal, serving as chairman and CEO until 1999, when he became chairman of Honeywell following the merger of the two companies. He is credited with transforming AlliedSignal into one of the world’s most admired companies. Bossidy currently serves on the boards of Merck and Champion. Not bad for a kid who wanted to be a ball player.
Margaret Foran, Pfizer
Enrique Hernandez, Nordstrom
The CEO of Inter-Con Security Systems leads one of the largest security services providers in the world. He makes this list, though, for his membership on the board of directors of such heavyweights as Wells Fargo, McDonald’s, Tribune, and Nordstrom where he is chairman of the board. Director Alert named Hernandez Outstanding Director of the Year for NYSE companies in 2005.
Anthony Horan, JPMorgan Chase
The corporate secretary for JPMorgan Chase & Co. sets the pace for governance at one the largest financial services firms in the world. A member of the bar in the state of New York, Horan is also a nuclear engineer. He is a past member of the board of directors of the Society of Corporate Secretaries and Governance Professionals (2002-2005).
Edward Kangas, formerly of Deloitte
Joining what was then Touche Ross in 1967, Kangas began a steady ascent to the top post, retiring in 2000 as chairman and CEO of Deloitte Touche Tohmatsu. Kangas currently serves on multiple boards, including Eclipsys, Electronic Data Systems, Tenet Healthcare (where he has been non-executive chairman since 2003), and the National Multiple Sclerosis Society.
John Krol, Tyco
Krol climbed the ranks of E.I. DuPont from a chemist, more than three decades ago, to chairman in 1995. He’s highly regarded for working toward strong governance and for building strong relations with shareholders and employers alike. In 1998, Krol stepped outside DuPont, and now serves on the boards of ACE Limited, Armstrong, Milliken & Company, and Tyco, where his experience in science and governance helped restore the company’s reputation after a scandal. In 2006, Krol helped Tyco win the Alexander Hamilton Award in Corporate Governance as lead director of the board.
Phillip Lochner, Jr., Monster.com
A director of Monster.com since 2006, Lochner served as senior vice president and chief administrative officer of Time Warner from July 1991 to June 1998. The one-time commissioner in the U.S. Securities and Exchange Commission is also a member of the boards of directors of Apria Healthcare Group, CMS Energy, Clarcor, and Crane Co.
Ann Mule, Sunoco
Mule is chief governance officer, assistant general counsel, and corporate secretary at Sunoco. She has served as the corporate secretary of Sunoco’s board of directors and its Governance, Compensation, Executive and Public Affairs Committees since 1995. As chief governance officer, she is responsible for supporting Sunoco’s Governance Committee and implementing best practices. In 1999, Sunoco received the Board Excellence Award sponsored by the Wharton School of the University of Pennsylvania and Spencer Stuart.
Robert Nardelli, Chrysler, formerly of Home Depot
Nardelli was primarily nominated by our judges as a result of his highly publicized compensation imbroglio. Few, if any CEOs will ever feel comfortable receiving their paychecks, especially the oversized variety, while their company’s stock price declines. Prior to joining Home Depot, Nardelli was head of GE’s Power Systems and one of three candidates who eventually vied to replace GE CEO Jack Welch. When the top job went instead to Jeffrey Immelt, Nardelli left. He was recently tapped by Cerberus Capital Management to run Chrysler, which it acquired.
Mark Terrell, Comverse Technology
Thrust into the chairman role at Comverse Technology after a stock options backdating scandal, Terrell is the former executive director of KPMG’s Audit Committee Institute. He has vowed to put Comverse back on good footing and could set a standard for how to deal with such issues. Comverse was among the first companies to adopt a proxy-access bylaw, and Terrell could transform the company into a model of good governance.
Carol Ward, Kraft
Appointed vice president and corporate secretary of Kraft Foods in October 2006, Ward provides legal counsel and guidance to boards of directors, senior management, and employees on matters of governance, securities, and SEC reporting and compliance. Ward is a member of the American Bar Association and its Committees on Corporate Laws and Corporate Governance. She also serves as a member of the advisory board of the Center for Corporate Governance at the Lerner College of Business & Economics, University of Delaware.
Jack Welch, formerly of GE
GE’s youngest chairman and CEO, Welch continued to trail blaze—increasing the company’s value forty-fold during his tenure and redefining business management. By setting salary ceilings and rewarding top performers with stock options, Welch created a corporate ecosystem wherein personal successes engendered organizational success and vice versa. He favored an unsympathetic form of governance—a purely performance-based method of employee advancement. Now retired, Welch’s influence is still felt through his position as an adviser to private-equity firm, Clayton, Dubilier & Rice. He was named “Manager of the Century” by Fortune magazine in 1999.
The Professors
Warren Batts, University of Chicago
As the former chairman of the National Association of Manufacturers, one of the largest business lobbying groups, Batts has the ear of CEOs and directors at the largest companies. Now, as an adjunct management professor at the University of Chicago’s Graduate School of Business, he teaches corporate governance and keeps tabs on John Engler, the current CEO of NAM.
Lucian Bebchuk, Harvard
The activist shareholder and Harvard Law School professor is a leading advocate for “Say on Pay” and author and critic of excessive CEO compensation. American International Group, Walt Disney Co., Exxon Mobil, and Home Depot have all passed proposals he has put forth. Last year, Bristol-Myers Squibb Co. and AIG adopted bylaws based on Bebchuk’s proposal to limit board power to maintain poison pills. Also, at CA Inc., after Bebchuk sued, the board agreed to adopt a shareholder-friendly pill. His assault on the hot topic of CEO pay is fully explored in Pay Without Performance: The Unfulfilled Promise of Executive Compensation.
Dennis Beresford, U. of Georgia
From 1987 to 1998, Beresford served as chairman for the Financial Accounting Standards Board where he led the establishment of standards for accounting. In 2004, Beresford was elected to the Accounting Hall of Fame for his commitment and contribution to corporate governance and the world of business. He currently serves as the Ernst & Young Executive Professor of Accounting at the University of Georgia.
John Coffee, Columbia
After a brief career as a lawyer, Coffee joined Columbia Law School in 1980 and cultivated a reputation as one of the preeminent thinkers on corporate law and corporate governance. The National Law Journal listed him one of the 100 Most Influential Lawyers in the U.S.
William George, Harvard
In addition to being the ethics fellow at Harvard Business School, George is the co-author of the best-selling book on leadership, True North: Discover Your Authentic Leadership. The former chairman and CEO of Medtronic has served on numerous boards and is the former director of the National Association of Corporate Directors. Current board appointments include Exxon Mobil, Goldman Sachs, and Novartis.
Joseph Grundfest, Stanford
Grundfest also earned the distinction of “most influential” by the National Law Journal and for good reason. The former SEC commissioner established the Stanford Securities Class Action Clearinghouse as the go-to resource and is co-director of the Directors’ College for the continuing education of board members.
Charles Elson, U. of Delaware
Jay Lorsch, Harvard
The Louis Kirstein Professor of Human Relations at the Harvard Business School, Lorsch is the author of more than a dozen books, including Back to the Drawing Board: Designing Boards for a Complex World and Pawns or Potentates: The Reality of America’s Corporate Boards. He has been a thought leader on governance and he is currently chairman of the Harvard Business School Global Corporate Governance Initiative and Faculty Chairman of the Executive Education Corporate Governance Series.
Jeffrey Sonnenfeld, Yale
His countless published works, as well as his appearances on national and business cable broadcasts, have provided business leaders with insight into effective corporate strategies, and his numerous awards are evidence of his influence in the boardroom. Sonnenfeld has been working in the field of management education for more than 20 years, currently applying his expertise as the associate dean of the Yale School of Management, and as founder and CEO of Yale University’s Chief Executive Leadership Institute. He is also a member of the board of directors at several corporations and non-profits including Lennar, The Street.com, and The American Cancer Society.
Robert Stobaugh, Harvard
Charles Edward Wilson Professor of Business Administration, Emeritus, at Harvard Law, Stobaugh has written extensively on corporate governance, including the activities of a company’s board of directors and its top officers as well as parent-subsidiary relationships. He also consults and provides expert testimony. A federal judge referred to him as “one of the nation’s foremost experts on corporate governance.” A faculty member at Harvard Business School for 29 years, Stobaugh is now on the faculty of Rice University. He also is a director of the National Association of Corporate Directors (NACD). Stobaugh has served as a director of 11 different companies in a variety of industries.
The Writers
Dr. Carolyn Kay Brancato, The Conference Board
Brancato is the founder and director emeritus of the Conference Board’s Governance Center and The Directors’ Institute. She has penned numerous reports on the topic of corporate governance, including Corporate Governance Handbook 2007: Legal Standards and Board Practices. She also recently served as director of the Conference Board Commission on Public Trust and Private Enterprise. She has also written two major books on the subject of corporate governance, including Institutional Investors and Corporate Governance: Best Practices for Creating Corporate Value.
Geoffrey Colvin, Fortune
A senior editor-at-large for Fortune magazine, Colvin has covered corporate scandals and top governance issues. He has studied the inner workings of boards, and has written extensively on options backdating, executive compensation, proxy issues, and other governance topics. He also does a daily radio show on the CBS Radio Network.
Greg Farrell, USA Today
An investigative reporter for USA Today, Farrell has reported extensively on the wave of financial scandals that began with Enron. He is a past winner of the American Business Press’ Jesse Neal Award for investigative reporting. His first book, America Robbed Blind, is subtitled, How Corporate Crooks Fleeced American Shareholders (and How Congress Failed to Stop Them). It examines the recent wave of accounting scandals and the fallout on average investors.
Joann Lublin, The Wall Street Journal
In 2003, Lublin was a member of a team of Journal reporters awarded the Pulitzer Prize in explanatory reporting for a series of stories that exposed corporate scandals. She writes regularly in corporate governance, executive compensation, recruiting, and succession. Lublin also is contributing editor of the Journal’s annual special section on executive pay.
Gretchen Morgenson, The New York Times
Another Pulitzer Prize-winning financial journalist, Gretchen Morgenson, is a columnist at The New York Times who has made significant contributions with her coverage of corporate governance. Her Sunday business-section column turns the spotlight on corrupt and questionable practices in corporate governance and, more recently, executive compensation. She is among the most widely read media columnists who covers corporate governance.
Alan Murray, The Wall Street Journal
The assistant managing editor of The Wall Street Journal writes the award-winning Business column, which runs on page two every Wednesday. Murray, a regular contributor to CNBC, also has management responsibility for the Journal’s multimedia efforts, including books, events, and its relationship with CNBC television. During his tenure as bureau chief, the Journal’s Washington bureau won numerous awards including three Pulitzer Prizes.
Floyd Norris, The New York Times
The chief financial correspondent at The New York Times has the ability to influence the views of thousands of business readers. Norris has also served on the editorial board of the Times, wielding significant influence in its coverage of corporate practices. Norris’ views on businesses and those who run them is best classified as different from the common way of thinking.
The Lawyers
R. Franklin Balotti, Richards, Layton, & Finger
Balotti is a director in the corporate department of Delaware’s largest law firm. His practice advises corporations and corporate directors on litigation, transactions, and corporate governance matters. Balotti has appeared in and argued many of the leading cases defining the duties of directors under Delaware law. Balotti also specializes on internal corporate investigations.
Holly Gregory, Weil, Gotshal & Manges
In addition to her law practice, the Weil, Gotshal & Manges partner has helped organize corporate governance programs for the OECD, the World Bank, the Global Corporate Governance Forum, Yale’s International Institute for Corporate Governance, Transparency International, the SEC, and Columbia University School of Law’s Institutional Investor Project. Gregory also counsels corporate directors, trustees, managers, and institutional investors on a range of governance issues, including director and trustee responsibilities, conflicts of interest, board and committee structure, audit committee investigations, and board audits.
David Katz, Wachtell, Lipton, Rosen & Katz
A partner in the law firm of Wachtell, Lipton, Rosen & Katz in New York, Katz specializes in the areas of mergers and acquisitions and complex securities transactions. That expertise often puts him at the center of some of the largest corporate merger, acquisition, and buyout transactions, and in complex public and private offerings and corporate restructurings.
Richard Koppes, Jones Day
A leading advocate for proxy reform, Koppes is a member of the corporate governance practice at global law firm Jones Day. Koppes has worked as an adviser to Pfizer, General Mills, and other Fortune 500 companies and also puts his views to work as a director of Apria Healthcare Group and Valeant Pharmaceuticals. He honed his corporate governance skills at CalPERS, where he rose to the number-two role of deputy executive officer and general counsel. While at CalPERS, Koppes learned from corporate governance guru Jesse Unruh, and helped build CalPERS into the force that it is now.
Martin Lipton, Wachtell, Lipton, Rosen & Katz
Ira Millstein, Weil Gotshal & Manges
A. Gilchrist Sparks, III, Morris, Nichols, Arsht & Tunnell
As a partner and a member of the firm’s corporate and business litigation department and the Delaware Corporate Law Counseling Groups, Sparks has been a leading M&A and governance lawyer. Lawdragon, a publication that covers the legal community, recently wrote: “He doesn’t blanch at defending embattled clients such as Enron director Robert Belfer,” and “most notably, Sparks successfully defended Unocal against an unsolicited offer by Mesa Petroleum, a case that led the Delaware Supreme Court to create major guidelines for takeover battles.”
Larry W. Sonsini, Wilson Sonsini Goodrich & Rosati
As chairman of Wilson Sonsini Goodrich, Sonsini has gained international recognition for his expertise in the areas of corporate law, corporate governance, securities, and mergers and acquisitions. Sonsini has been instrumental in many of the key transactions of Silicon Valley and beyond, including Google’s historic IPO and Hewlett-Packard’s merger with Compaq Computer. Sonsini was a member of the board of directors of the NYSE from 2001 to 2003 and currently chairs its Regulation, Enforcement and Listing Standards Committee and Legal Advisory Committee.
The Networkers
John Castellani, Business Roundtable
As president of the Business Roundtable, Castellani is a potent force representing the largest association of CEOs in America, a group that cumulatively produces annual revenues of more than $4.5 trillion and accounts for almost a third of the U.S. stock market. Bloomberg has singled him out no less than six times as one of the most influential lobbyists in the nation, spearheading various Washington campaigns since he joined the organization in 2001.
Kenneth Daly, NACD
The recently appointed president of the National Association of Corporate Directors, Daly has worked diligently to provide guidance and understanding of the effectiveness of financial reporting and internal control systems. He was formerly executive director of KPMG’s Audit Committee Institute. When he was appointed back in April, Robert Hallagan, chairman of the board of the NACD, who also ranks among the Directorship 100, said: “Ken has significant experience working directly with boards in multiple areas of risk oversight and he has earned tremendous respect within the corporate governance community.”
Julie Daum, SpencerStuart
As the practice leader for the North American Board Services Practice at SpencerStuart, Daum consults with corporate boards, and works with companies of all sizes to fill board assignments. She recently recruited the outside directors for the companies spun off from Tyco, and top executives at American Express, General Mills, United Health, Delta, Freddie Mac, eBay, Federated Department Stores, Eli Lilly, and Genzyme.
Thomas Donohue, U.S. Chamber of Commerce
Since taking on the position of president and CEO of the U.S. Chamber of Commerce in 1997, Donohue has strengthened its influence as a major non-partisan lobbying and political force. The Chamber has seen its revenue triple, while aggressively tackling anti-business measures in court, aiding in the election of pro-business congressional candidates, and helping to shape workplace regulation.
Theodore L. Dysart, Heidrick & Struggles
As one of the top recruiters for boards and the C-suite, Dysart has placed dozen of prominent directors on boards at large, mid-cap and private boards. His approach is to work with boards to develop long-term plans for both management and board succession. The managing partner of Heidrick & Struggles leads the firm’s board practice in North and South America.
Robert Hallagan, NACD
Named chairman of the National Association of Corporate Directors in January 2006, Hallagan also is vice chairman of Heidrick & Struggles, one of the leading executive recruitment firms for boards and executive leadership. From 1991 to 1997, Hallagan led Heidrick & Struggles to record revenue growth and profitability as CEO of the firm. Hallagan serves as chairman of the NACD’s Center for Board Leadership, where he oversees its mission of developing “Best Practices” for effective board leadership.
David Smith, Society of Corporate Secretaries and Governance Professionals
Writing against the pending “Say on Pay” legislation now before Congress, the president of the Society of Corporate Secretaries and Governance Professionals asks, “Isn’t it a short leap from advisory votes on compensation to advisory votes on mergers and acquisitions?” It’s these types of strong positions that make Smith, president of the Society, a force in the governance world. The professional organization, whose mission is to act “as a positive force for enlightened corporate governance,” now claims 3,800 members representing 2,600 companies and issues guidance and opinions on many key boardroom issues.
Ann Yerger, CII
The former deputy director of the Investor Responsibility Research Center’s Corporate Governance Service has now completed a second full year as executive director of the Council of Institutional Investors. Founded in 1985, the Council is an organization of more than 140 public, corporate, and Taft-Hartley pension funds, which in aggregate manage more than $3 trillion in assets. The Council’s objective is to address investment issues affecting the size and security of plan assets.
The Regulators and Government Officials
The Delaware Courts
Christopher Dodd, U.S. Senate
The fate of the so-called “Say-on-Pay” bill will be determined in some part by Dodd. As chairman of the U.S. Senate Committee on Banking, Housing, and Urban affairs, he is the ranking member of the most important committee with business oversight responsibilities. The presidential candidate is also the senior Democratic member of the Securities and Investment Subcommittee, which was called on by the SEC to increase transparency in financial reporting and strengthen corporate governance requirements.
Barney Frank, U.S. Congress
Robert Herz, FASB
Robert Herz stands at the helm of America’s highest governing body in financial reporting with a firm grip on the wheel. Appointed this July for a second five-year term as chairman of the Financial Accounting Standards Board, Herz will continue leading efforts to converge U.S. generally accepted accounting principles with international standards and to simplify reporting. He has led an ambitious and feverish agenda at FASB and has proven that he is unafraid to take on controversial topics, such as stock option expensing.
The PCAOB
Michael Sarbanes and Paul Oxley, SOX
Eliot Spitzer, State of New York
As attorney general in the financial capital of America, Spitzer broke the mold of his predecessors by crusading against corporate criminals. Detractors say Spitzer used high-profile white-collar crime cases to further his political ambitions and advance to the Governor’s Mansion in Albany. Nonetheless, his success has, for better or worse, incited other prosecutors to follow his lead.
Henry Paulson, U.S. Treasury
As the former CEO of Goldman Sachs, Paulson was often regarded as the lone wolf when in 2002 at the first signs of the Enron eruption he argued for tighter corporate governance regulations. Then as the Secretary of Treasury, his monetary and business policies had a macro effect on corporate governance, helping to set the tone for the business and regulatory environment and subsequent laws and regulations.
NASD (FINRA)
Formerly known as the National Association of Securities Dealers, this top self-regulating body of the securities industry has been an active participant in market reforms brought on by Enron and other frauds. However, in July, the SEC approved the formation of the Financial Industry Regulatory Authority, by consolidating the enforcement bodies of the NYSE and the NASD. It’s too early to say how much influence FINRA will have on governance issues, but it should streamline exchange regulations for issuers.
The SEC (Christopher Cox)
The Auditors
Sharon Allen, Deloitte
Starting out as an accountant in Boise, Idaho, Allen is now chairman of Deloitte & Touche. At this multibillion-dollar organization she is responsible for governance and overseeing the firm’s relationships with numerous multinational clients. Along with her responsibilities at D&T she currently serves on the President’s Export Council and is a member of the Women’s Leadership Board at the John F. Kennedy School of Government at Harvard.
Raymond Bromark, formerly of PwC
Before retiring from PwC last year, Bromark headed up its Professional, Technical, Risk and Quality Group, and was deputy vice chairman of PwC’s Auditing and Business Advisory Services. He currently serves on the advisory board to the University of Delaware’s Weinberg Center for Corporate Governance and on several committees hosted by the American Institute of Certified Public Accountants. He was recently elected to the board of software company CA.
Catherine Bromilow, PwC
Bromilow, a partner with the corporate governance group in the national office of PricewaterhouseCoopers, advises boards and audit committees on effective governance practices. Along with her full-time role as partner, she is also a project manager and co-author of key governance studies, including Corporate Governance and the Board—What Works Best.
Cono Fusco, Grant Thornton
With two vital roles in economic policy making, Fusco affected national decisions on large-scale issues such as campaign finance and health care. The newly retired managing partner of strategic relationships at Grant Thornton has, for the last two years, served as a trustee on the Committee for Economic Development. Fusco also served on the CED Subcommittee on Corporate Governance prior to his election to the CED.
Edward F. Smith, KPMG
Smith recently came out of retirement to become executive director of KPMG’s Audit Committee Institute. The ACI works with members, directors, and those supporting them to enhance awareness and effectiveness of audit committee oversight practices. Until 2006, he was COO and partner in charge of KPMG International’s Global Risk Management practice.
James Turley, Ernst & Young
The chairman and CEO of Ernst & Young since 2003 has made it a point to further the public’s trust in the quality of financial reporting. In 2005, as a participant in the World Economic Forum’s annual meeting, “Taking Responsibility for Tough Choices,” he and other panel members discussed corporate disclosure in today’s business environment.
The Investors
Laura Berry, ICCR
With her recent appointment as executive director for the Interfaith Center on Corporate Responsibility, Berry holds sway over an international coalition of 275 faith-based institutional investors. Their goal is to build a more just and sustainable society by mixing social values into corporate and investor decisions.
Kenneth Bertsch, Morgan Stanley
Bertsch joined Morgan Stanley Investment Management as executive director in charge of corporate governance policy and is expected to wield considerable influence. Some have speculated that his move to Morgan Stanley from Moody’s Investor Service, could change the firm’s proxy voting style to be more pro-shareholder.
Jack Bogle, Bogle Financial Markets Research Center
Bogle founded The Vanguard Group in 1975 with the radical notion that funds should be owned and managed by shareholders. A tireless advocate of low-cost index investing, Bogle has won a cadre of adoring loyalists called “Bogleheads.” At the same time, he drove Vanguard to second among mutual funds. An author, Bogle is founder and chairman of the Bogle Financial Markets Research Center.
Richard Breeden, Breeden Capital
Warren Buffett, Berkshire Hathaway
CalPERS, p. 22.
Jim Cramer, CNBC
Boo-ya! While he may be most known for his Wall Street trading-floor antics and showmanship, this former hedge-fund boss wields enormous influence, particularly with many young investors, judged by the ratings of his show and the popularity of his columns on The Street.com (which Cramer co-founded, and where Jeff Cunningham, Directorship chairman, is a board director), the leading finance website. If he thinks a company has poor governance or compensation practices, the board and management will hear about it—most likely when they check the stock price the day after he slams them on his wildly popular Mad Money show on CNBC.
Richard Ferlauto, AFSCME
Kirk Kerkorian, Tracinda Corp.
Kerkorian is one of the original activist investors. The CEO of Tracinda Corp. has taken large positions in companies such as MGM Mirage, Chrysler, General Motors, and when he does not agree with management he lets them know it. He recently pressured GM to consider a business relationship with Renault and Nissan and he was considered a driving force behind the recent sale of Chrysler by DaimlerChrysler.
Peter Kinder, KLD
The founder and president of KLD Research & Analytics in Boston, Kinder is the guru of socially responsible investing. KLD provides institutional investors with social research, compliance services, benchmarks, performance analytics, and consulting and is best known for creating the Domini 400 Social Index, the first for socially screened U.S. equity portfolios.
Peter Langerman, Franklin Mutual Advisors
Langerman launched his career in 1998 becoming CEO of Franklin Mutual Advisors. Promoted to chairman in 2001, he left for the New Jersey Division of Investment to become a Director. After three years he returned to Franklin Mutual Advisors to become the president and CEO. He is now CEO of the Mutual Series, a family of six mutual funds that manages $80 billion in assets for Franklin Resources. Along with Michael Price, he is one of the pioneers of activist investing.
Eric Roiter, Fidelity
As the largest mutual fund company, Fidelity Management & Research, the investment advisory arm of Fidelity Investments, is among the most powerful institutional investors on the planet. Roiter, senior vice president and general counsel, is responsible for setting its corporate governance agenda.
Ralph Whitworth, Relational Investors
John Wilcox and Herbert Allison, TIAA-CREF
As one of our judges argued, TIAA-CREF is nearly as influential as CalPERS, it just keeps a lower profile. Still, many have noticed the work of John Wilcox, head of the corporate governance practice at the financial services and retirement savings organization. TIAA-CREF has been a leading advocate of socially responsible investing and other governance issues. Herbert Allison also yields plenty of influence in his role as chairman of TIAA-CREF.
The Advisers and Insurers
Peter Clapman, Galileo Global Advisors
While head of TIAA-CREF’s corporate governance program for 32 years, Clapman dramatically improved the company’s structural balance through policies directly beneficial to its shareholders, before he retired in 2005. Clapman helped end dead-hand poison pill acts, implemented performance-based employee benefits, and inserted a checks-and-balances system by which shareholders were given a louder say in executive compensation increases. He is now a senior adviser at Galileo, a strategic and financial advisory firm.
Frederic Cook, Frederic W. Cook and Co.
The eponymous executive compensation firm focuses on cash compensation, which includes salaries and bonuses. Although it is Cook’s belief that executives should be paid more, the firm does not believe that executives should be paid differently.
Stephen Davis, Global Proxy Watch
The president of Davis Global Advisors publishes the highly influential newsletter written for institutional investors on global corporate governance issues, Global Proxy Watch, which publishes via e-mail weekly. He is also the author of Shareholder Rights Abroad and the annual Leading Corporate Governance Indicators. He helps institutional investors raise the value of their holdings through corporate governance strategies shaped for each market and situation.
John Doyle, AIG National Union
Doyle recently assumed responsibility for National Union, AIG’s principal provider and one of the country’s largest underwriters of management and professional liability products and services, including D&O insurance. He joined National Union in 1986 and has served in senior roles in the management and professional liability divisions. Doyle is one of the world’s leading experts on D&O insurance.
Robert Felton, McKinsey
The director of McKinsey & Co.’s Seattle office founded the esteemed consulting firm’s board governance practice in the early 1990s and has conducted pioneering research on the value of good board governance. Felton has helped companies on a wide range of issues including mergers and acquisitions, and works with various organizations to develop director training and new-board governance programs.
Barbara Hackman Franklin, Barbara Franklin Enterprises
The 29th U.S. Secretary of Commerce was the highest-ranking woman in the George H.W. Bush Administration. Now CEO of Barbara Franklin Enterprises, a private investment and consulting firm, she continues to be an advocate for American companies operating in foreign markets, notably China. Considered an expert on corporate governance, auditing, and financial reporting practices, Franklin is currently a director of Aetna, Dow Chemical, and others.
Pearl Meyer and Steven Hall, Steven Hall & Partners
As co-founders of Steven Hall & Partners and Pearl Meyer & Partners before that, Hall and Meyer are leaders in compensation strategies. With more than 55 years of experience between them, Hall and Meyer help forge leading compensation practices. Meyer, senior managing director, is noted particularly for creating new compensation strategies. Hall, managing director, possesses a strong technical background and manages the firm’s interests in the U.S., and its international clients.
David Nadler, Marsh & McClennan
A prolific writer and longtime consultant to CEOs and boards, Nadler was named vice chair in the office of the CEO of Marsh & McClennan. Nadler was founder and CEO of Delta Consulting Group which in 2000 joined Marsh & McClennan and became Mercer Delta Consulting. He most recently co-authored Building Better Boards and in 2004, co-chaired the National Association of Corporate Directors Blue Ribbon Commission on Board Leadership.
Gerald Rosenfeld, Rothschild North America
As the CEO of Rothschild North America, Rosenfeld is a buy-side and strategic adviser to the industrial and technology sectors. He is one of the top M&A advisers in the nation and has a background in investment banking, including stints at Rothschild North America, which he founded, and Lazard Freres. He is a board member at Resources Connection and ContiGroup Cos.
David Swinford, Pearl Meyer & Partners
David Swinford leads one of the pre-eminent compensation consultancies in the country, counseling boards and corporate managers on the lightning-rod topic. Swinford works closely with compensation and governance committees as well as boards to link compensation with business strategy; contractual arrangements; and incentive plan design, including the development of meaningful performance standards. Pearl Meyer & Partners is influential in setting trends in executive compensation in Corporate America.
Lynn Turner, formerly of Glass Lewis
Lynn Turner recently left his post as managing director of proxy advisory firm Glass Lewis after the sale of the firm to Xinhua. A controversy has emerged over Xinhua’s own corporate governance practices. Turner, the former top accountant at the SEC, is likely an appealing target for any organization that involves corporate governance.
The Watchdogs
Gavin Anderson, GMI
Gavin Anderson founded GMI in 2000 along with a small group of people to provide corporate governance rankings on the premise that good governance means better returns. GMI rates nearly 4,000 companies. Anderson has worked to establish the link between governance and returns and is considered a leader in the governance ratings field.
Mindy Lubber, CERES
As president of Ceres, Lubber leads a coalition of U.S. investors and environmental leaders working to improve corporate environmental, social, and governance practices. She also directs the Investor Network on Climate Risk (INCR), an alliance that coordinates U.S. investor responses to the financial risks and opportunities posed by climate change. As the global warming topic continues to, well, heat up, CERES’s influence is likely to increase.
James Melican, Proxy Governance
The co-chair of the American Bar Association was on the corporate governance task force that wrote and published the last three editions of the Corporate Directors’ Guidebook. A former executive at International Paper, he is now chairman of Proxy Governance, a relatively young proxy advisory and voting company that offers objective advice in support of building long-term shareholder value.
Patrick McGurn, ISS
Nell Minow, The Corp. Library
Robert A.G. Monks
Monks founded or co-founded four businesses, including the Institutional Shareholder Services and The Corporate Library. Now an independent writer and consultant, his once considerable influence has waned, but he is still an outspoken shareholder advocate with a sharp focus on environmental issues.
Damon Silvers, AFL-CIO











