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KEY CORPORATE GOVERNANCE INSIGHTS STANFORD CLOSER LOOK SERIES Sign up to receive the latest research that explores topics, issues, and controversies in corporate governance: corpgovemail.com

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Page 1: Key Corporate Governance Insights

KEY CORPORATE GOVERNANCE INSIGHTSSTANFORD CLOSER LOOK SERIES

Sign up to receive the latest research that explores topics, issues, and controversies in corporate governance: corpgovemail.com

Page 2: Key Corporate Governance Insights

CEOS MAKE THE BEST DIRECTORS, RIGHT?

Page 3: Key Corporate Governance Insights

CEOs are criticized for being unable to serve on time-consuming committees, unable to participate in meetings on short notice, and for being too bossy, poor collaborators, and not good listeners.SEVEN MYTHS OF BOARDS OF DIRECTORSSTANFORD CLOSER LOOK SERIESDAVID F. LARCKER, BRIAN TAYAN | OCTOBER 2015

CEOS MAKE THE BEST DIRECTORS, RIGHT?

Page 4: Key Corporate Governance Insights

HOW IMPORTANT IS A “TRUST-BASED” SYSTEM TO BERKSHIRE HATHAWAY’S RESULTS?

Page 5: Key Corporate Governance Insights

Subsidiary CEOs agree that their financial performance is better than it would be if their company were owned by a company other than Berkshire Hathaway and also better than if it were a standalone company.

TRUST AND CONSEQUENCES: A SURVEY OF BERKSHIRE HATHAWAY OPERATING MANAGERSSTANFORD CLOSER LOOK SERIESDAVID F. LARCKER, BRIAN TAYAN | OCTOBER 2015

HOW IMPORTANT IS A “TRUST-BASED” SYSTEM TO BERKSHIRE HATHAWAY’S RESULTS?

Page 6: Key Corporate Governance Insights

PRO FORMA COMPENSATION: USEFUL INSIGHT OR WINDOW DRESSING?

Page 7: Key Corporate Governance Insights

Companies have begun to disclose alternative measures of CEO compensation that differ—sometimes substantially—from those reported in the summary compensation table of the annual proxy.

PRO FORMA COMPENSATION: USEFUL INSIGHT OR WINDOW DRESSING?

PRO FORMA COMPENSATION: USEFUL INSIGHT OR WINDOW DRESSING?STANFORD CLOSER LOOK SERIESDAVID F. LARCKER, BRIAN TAYAN, YOUFEI XIAO | JULY 2015

Page 8: Key Corporate Governance Insights

HOW IMPORTANT IS CULTURE?

Page 9: Key Corporate Governance Insights

HOW IMPORTANT IS CULTURE? AN INSIDE LOOK AT KELLER WILLIAMS REALTYSTANFORD CLOSER LOOK SERIESDAVID F. LARCKER, BRIAN TAYAN | APRIL 2015

According to Keller Williams Realty, very. The company’s economic model would not succeed without its culture and ... its culture could not exist without its economic systems.

HOW IMPORTANT IS CULTURE?

Page 10: Key Corporate Governance Insights

WHAT CAN A FOR-PROFIT BOARD POSSIBLY LEARN FROM A NONPROFIT?

Page 11: Key Corporate Governance Insights

A lot.Nonprofit boards are characterized by more power sharing than for-profit boards. Only 3 percent of nonprofits have a dual chair/CEO. Independent directorships are associated with better monitoring, and powerful CEOs are sometimes associated with lower governance quality.

WHAT CAN FOR-PROFIT AND NONPROFIT BOARDS LEARN FROM EACH OTHER ABOUT IMPROVING GOVERNANCE?STANFORD CLOSER LOOK SERIESNICHOLAS E. DONATIELLO, DAVID F. LARCKER, BRIAN TAYAN | APRIL 2015

WHAT CAN A FOR-PROFIT BOARD POSSIBLY LEARN FROM A NONPROFIT?

Page 12: Key Corporate Governance Insights

WHAT IS INVESTORS’ BIGGEST COMPLAINT ABOUT PROXY STATEMENTS?

Page 13: Key Corporate Governance Insights

WHAT IS INVESTORS’ BIGGEST COMPLAINT ABOUT PROXY STATEMENTS?The largest complaint involves executive compensation and the inability of investors to read the information that companies disclose, and to determine whether senior management is paid appropriately.THE IDEAL PROXY STATEMENTSTANFORD CLOSER LOOK SERIESDAVID F. LARCKER, BRIAN TAYAN | FEBRUARY 2015

Page 14: Key Corporate Governance Insights

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