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2019 SURVEY
ON SHAREHOLDER VERSUS
STAKEHOLDER INTERESTS
	 	 WWW.GSB.STANFORD.EDU/CGRI
TA B L E O F C O N T E N T S
Executive Summary and Key Findings............................ 1
Methodology....................................................................... 4
2019 Survey on Shareholder versus
Stakeholder Interests........................................................ 5
Demographic Information.............................................. 12
About the Authors........................................................... 13
Acknowledgments............................................................14
About Stanford Graduate School of Business and
the Rock Center for Corporate Governance................ 15
Contact Information....................................................... 15
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 1
EXECUTIVE SUMMARY AND KEY FINDINGS
CEOS ARE DIVIDED ON WHETHER STAKEHOLDER INITIATIVES ARE A COST OR BENEFIT TO
THE COMPANY
COMPANIES TOUT THEIR EFFORTS BUT BELIEVE THE PUBLIC DOESN’T UNDERSTAND THEM
BLACKROCK ADVOCATES … BUT HAS LITTLE IMPACT
Only 12 percent of the CEOs and CFOs of S&P 1500 companies
believe that addressing stakeholder interests is a short-term
cost that leads to long-term value.
“We find that the standard narrative around stakeholder
considerations is not accurate,” says Professor David F.
Larcker, Stanford Graduate School of Business. “Common
consensus is that U.S. companies are not investing in areas
like sustainability, the environment, their employee base, or
communities because they do not want to incur the costs
today that are necessary for long-term success in these
areas. However, the companies themselves do not see it
this way. Most do not believe that a tradeoff exists between
short- and long-term outcomes. Instead, their viewpoints
tend to fall into one of two buckets: either they believe
addressing stakeholder concerns is costly to the company in
the short run and will continue to be costly in the future, or
they believe that addressing these concerns is immediately
beneficial to the company and will remain so into the
future—a so-called ‘free lunch.’”
“Companies really do strive to meet the needs of their
stakeholders,” adds Vinay Trivedi, Stanford MBA Class of
2019. “CEOs and CFOs agree that employees, community
members, and the general public welfare are important
constituents in their business. They do not believe, however,
that they get proper recognition for their efforts from
external groups, such as the media. The board and senior
management need to do a better job of communicating the
initiatives they undertake and explain the positive impact.”
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 2
“Large institutional investors, such as BlackRock and
Vanguard, have been vocal advocates of the view that
companies need to play a more central role in meeting the
needs of society, beyond the pursuit of profits,” observes
Owen Wurzbacher, Stanford MBA Class of 2019. “Companies,
however, are not very receptive to these overtures. While
CEOs and CFOs generally agree with some of the specific ideas
advocated, many do not believe that their shareholder base
as a whole really cares about stakeholder interests. We find
only modest evidence that the letters written by these firms
to their portfolio companies are discussed at the board level,
and almost no evidence that they spark new initiatives.”
In spring 2019, the Rock Center for Corporate Governance at
StanfordUniversitysurveyed209CEOsandCFOsofcompanies
included in the S&P 1500 Index to understand the role that
stakeholder interests play in long-term corporate planning.
KEY FINDINGS INCLUDE THE FOLLOWING:
STAKEHOLDERS ARE NOT IGNORED
Stakeholderinterestsplayanimportantroleinthelong-term
management of companies. The vast majority of CEOs and
CFOs (89 percent) believe it is important or very important
that they incorporate stakeholder interests in their business
planning. Only 3 percent believe it is slightly or not at all
important.
When asked to assess the relative importance of stakeholders
and shareholders, most companies give considerable weight
to stakeholder interests. Only a quarter (23 percent) of
companies say shareholder interests are significantly more
important than stakeholder interests. By contrast, a third (32
percent) say shareholder interests are only slightly more
important, and 40 percent say they are equally important.
The rest (5 percent) say that stakeholders are more important
than shareholders.
Employees are, far and away, considered the most
important non-investor stakeholders in companies. Almost
all respondents (97 percent) say employee interests play a
key role in the company’s daily operations and long-term
strategy. Local communities (53 percent), the public in
general (26 percent), and local governments (22 percent) are
also frequently cited. Non-governmental organizations and
advocacy groups (11 percent) and trade unions (8 percent)
are less frequently cited.
COMPANIES TOUT THEIR EFFORTS BUT FEEL
UNDER-ACKNOWLEDGED
Companies are satisfied with the job they do to meet the
needs of their most important stakeholders. Almost half (48
percent) of CEOs and CFOs say they are very satisfied with
the job their company does to meet the interests of these
stakeholders. Forty-eight percent say they are somewhat
satisfied. Almost no respondents say they are dissatisfied.
Furthermore, companies receive only modest external
pressure to meet stakeholder needs. Nearly three-quarters
(79 percent) report receiving low or no pressure from their
largest institutional investors to address stakeholder
interests. A similar percentage (74 percent) report receiving
low or no pressure from advocacy groups.
Still, companies do not believe external groups accurately
understand the job they do to meet the needs of
stakeholders. Only half (50 percent) believe the stakeholders
themselves understand what they do to meet their needs. A
third (33 percent) believe institutional investors understand
this. A paltry 10 percent believe the media understands what
the company does to meet stakeholder needs.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 3
COMPANIES DO NOT SACRIFICE THE LONG TERM FOR
THE SHORT TERM
Opinions vary widely about the financial impact of
incorporating stakeholder considerations into a company’s
business model. Surprisingly, very few CEOs and CFOs
believe stakeholder initiatives require them to trade off
short-term profits for long-term value creation. In fact, only
12 percent of respondents believe such a tradeoff exists.
Instead, most respondents believe that either managing
stakeholder interests requires both short- and long-term
costs (37 percent) or that it produces both short- and long-
term benefits (28 percent). The remainder (24 percent) believe
it has little cost or benefit in either the short or long term.
In a similar vein, CEOs and CFOs do not believe their largest
institutional investors see stakeholder considerations as
being in conflict with their financial interests as owners.
Almost two-thirds (59 percent) of respondents say they do
not think their largest institutional investors believe meeting
the needs of stakeholders comes at the cost of lower
economic value. Only 13 percent say their investors believe
a conflict exists.
CEOS AND CFOS AGREE WITH BLACKROCK CEO
LARRY FINK …
TheaveragerespondentinoursurveyreportsthatBlackRock
owns between 6 percent and 10 percent of their company’s
publicly traded shares. Every year, BlackRock CEO Larry Fink
writes a letter to the companies that BlackRock is invested
in, encouraging them to consider broad societal interests as
they pursue business objectives.
Two-thirds (67 percent) of respondents to our survey say
they received such a letter from Mr. Fink this year. For the
most part, they agree with the ideas expressed in this letter.
Sixty-eight percent say that they agree with Mr. Fink’s ideas,
while only 7 percent do not.
Specifically, 82 percent agree with his assertion that
companies have a responsibility to address broad social and
economic issues. Only 6 percent disagree or strongly disagree.
Similarly, 69 percent agree with Mr. Fink that companies face
pressure to maximize short-term returns at the expense of
long-term growth. Twelve percent do not agree with this
statement. However, CEOs and CFOs are mixed on the degree
to which this statement applies to their own company. Only
46 percent agree they face incentives to maximize short-
term returns at the expense of long-term returns, while 42
percent disagree they do.
This might be because companies have a longer investment
horizonthanMr.Fink’sletterassumes.Seventy-eightpercent
of respondents report their company uses an investment
horizon of 3 or more years in managing the company, 9
percent use a 2-year investment horizon, and 12 percent a
1-year horizon. Two percent of respondents claim to have an
investment horizon of less than 1 year.
… HOWEVER, HIS WORDS HAVE LITTLE IMPACT ON
WHAT THEY DO
In general, Mr. Fink’s annual letter has little influence on
corporate decisions about stakeholder initiatives.
Of the companies that received the letter, only half (50 percent)
say their board discussed the ideas that he expressed in it.
Thirty-eight percent say the board did not discuss them.
Furthermore, the vast majority of these (87 percent) say the
letter did not motivate them or only slightly motivated them
to evaluate or implement new initiatives to address one or
more societal interests.
This might be because the companies themselves believe
they are already doing a satisfactory job of incorporating
stakeholder concerns into their business planning. Or it
might be because they do not necessarily believe that
their shareholder base as a whole cares about stakeholder
interests. Only 43 percent of CEOs and CFOs believe their
overall investor base cares about stakeholder interests, while
38 percent believe they do not.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 4
Methodology
In spring 2019, the Rock Center for Corporate Governance at Stanford University surveyed 209 CEOs and CFOs of companies included
in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 5
2019 Survey on Shareholder versus Stakeholder Interests
1.	 What is your title? (select all that apply)
45%
CEO
45%
CFO
6%
Other executive
9%
Chairman of the board
2%
Outside board member
9%
Inside board member
4%
Other
2.	 Generally speaking, how important is it that
your company consider the interests of non-
shareholder stakeholders (such as employees, local
communities, the general public, etc.) as you pursue
your business objectives?
62%
Very important
27%
Important
9%
Moderately important
2%
Slightly important
1%
Not important
Note: Some percentages in questions do not total 100% due to rounding.
3.	 In general, how important are stakeholder interests
relative to shareholder interests in the long-term
management of your company?
23%
Shareholder interests are significantly more
important than stakeholder interests
32%
Shareholder interests are slightly more important
than stakeholder interests
40%
Shareholder and stakeholder interests are
equally important
3%
Stakeholder interests are slightly more important
than shareholder interests
2%
Stakeholder interests are significantly more important
than shareholder interests
Driving shareholder value is our first priority. Doing
so in a principled, respectful way for employees, the
community, etc., is our objective. However, we cannot
do things that harm shareholder value because of non-
shareholder stakeholders.
You have to balance the needs of stakeholders while
not losing sight of the long-term needs of shareholders.
Shareholder value is our ultimate scorecard.
Shareholder and stakeholder interests complement
each other.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 6
4.	 Which stakeholders play a key role in or are
impacted by your company’s daily operations and
long-term strategy?
97%
Employees
8%
Trade unions
53%
Local communities
22%
Local government
11%
Non-governmental organizations (NGOs)
and advocacy groups
26%
Public at large
23%
Other
5.	 How satisfied are you with the job your company
does to meet the interests of these stakeholders?
48%
Very satisfied
48%
Somewhat satisfied
3%
Neither satisfied nor dissatisfied
1%
Somewhat dissatisfied
0%
Very dissatisfied
6.	 What is the financial impact to your company of meeting the interests of these stakeholders?
(Respondents requested to select one answer for the short-term impact and one answer for the long-term impact.)
Long-term impact
High or moderate cost Little or no cost or benefit High or moderate benefit
Short-termimpact
High or moderate cost 37% 4% 12%
Little or no cost or benefit 5% 10% 5%
High or moderate benefit 0% 0% 28%
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 7
7.	 Do you believe these stakeholders accurately understand the job your company does to meet their interests?
50%
Yes
41%
No
10%
I don’t know
Sometimes it appears we are only appeasing Wall
Street even though we spend considerable energy and
resources on our other stakeholders.
Each stakeholder has a narrow understanding of their
interests but few understand the job required to meet all
stakeholder interests in aggregate.
Employee interests vary significantly, and it is difficult to
adequately convey all that we do for them.
Rank and file employees do not. The top 15% does.
The decisions to support employee programs are
an expensive alternative use of capital. Employees
underestimate the cost of benefits, training programs,
modern facilities, etc., and underappreciate the value
of these.
It’s tough in our industry to pay an adequate wage and
still earn a satisfactory ROI.
In today’s society, only faults are recognized. Most of the
good we do goes unnoticed. I have faith that over the
long term it will be recognized.
Outside stakeholders look at the company as having
deep pockets and will never be satisfied with our efforts.
They will always want more.
We don’t have a clear communication strategy to
articulate what we do to meet their needs.
We make a point to conduct outreach with shareholders,
employees, local communities, all of our customers
and governmental agencies. We also post items
of importance to our website, proxy, company
presentations and enhance with consultants.
We publish an annual sustainable report and make
available plenty of information about these issues on
our website. However, many stakeholders do not take
the time to understand how we address these issues.
Admittedly, they are complex.
It requires continual reinforcement and sharing
of relevant information. Consistent management
interaction with shareholders and stakeholders is also
important.
We have core values that are visible and demonstrated
daily.
We ‘do the right things’ for our employees and
communities. They know it and appreciate it, and it
creates great trust.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 8
8.	 Do you believe the media accurately understands
the job your company does to meet the interests of
these stakeholders?
10%
Yes
71%
No
20%
I don’t know
9.	 How much pressure does your company receive
from advocacy groups to do more to meet the
interests of these stakeholders?
4%
High
21%
Moderate
52%
Low
22%
None
10.	 Do you believe that your largest institutional
shareholders really care about the interests of these
stakeholders?
43%
Yes
38%
No
18%
I don’t know
Yes, because they know it is important to our success.
They care a lot about employees and customers, much
less about other stakeholders.
They portray themselves as caring a lot for
stakeholders, but whether they really do is unclear.
It depends which side of the investment house.
Portfolio managers understand the conflicts with
shareholder interests. The governance side does not.
11.	 Do you believe that your largest institutional share-
holders accurately understand the job your compa-
ny does to meet the interests of these stakeholders?
33%
Yes
49%
No
18%
I don’t know
12.	 Do your largest institutional shareholders believe
that a conflict exists between their own interests
and the interests of these stakeholders (i.e., do they
believe that meeting the needs of these stakeholders
comes at the cost of lower shareholder value)?
13%
Yes
59%
No
28%
I don’t know
13.	 How much pressure does your company receive
from your largest institutional shareholders to meet
the interests of stakeholders as you develop your
long-term strategy?
3%
High
18%
Moderate
51%
Low
28%
None		
14.	 Approximately what percent of your company’s
publicly traded shares are owned by BlackRock?	
0%
None
3%
Less than 1%
20%
1% to 5%
35%
6% to 10%
41%
More than 10%
2%
I don’t know
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 9
15.	 In January 2019, the CEO of BlackRock (Larry
Fink) sent a letter to all companies that BlackRock
invests in, encouraging them to consider broad
societal interests as they pursue their business
objectives. Did your company receive this letter?
67%
Yes
15%
No
18%
I don’t know
15a.	[If yes] Do you agree with these ideas expressed by
Mr. Fink?
14%
Strongly agree
54%
Agree
25%
Neither agree nor disagree
6%
Disagree
1%
Strongly disagree		
15b.	[If yes] Did the board discuss the ideas in this
letter?	
50%
Yes
38%
No
13%
I don’t know
15c.	[If yes] To what extent did this letter motivate your
company to evaluate or implement new initiatives
to address one or more societal interests?	
1%
To a great extent
13%
To a moderate extent
39%
To a slight extent
48%
Not at all
I agree with him on some but disagree on others.
I appreciate Larry taking the positions he does, but
unless something structural is done to limit the
influence of activist investors it won’t have an impact.
I think it’s all marketing.
We are implementing extensive ESG initiatives and
would have done so without the letter.
To the extent addressing social and economic issues is
in the long-term interest of our business we will do so.
We’re not going to tilt at windmills that have nothing
to do with our business, but we will invest in employee
comp and benefits, in reducing our environmental
footprint, and in addressing human rights policies.
We do so to the extent it is consistent with our mission
and the goals that have been approved by the board.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 10
16.	 In the letter, Larry Fink writes that: “Society is
increasingly looking to companies, both public and
private, to address pressing social and economic
issues. These issues range from protecting the
environment to retirement to gender and racial
inequality, among others.” Do you agree with this
statement?
20%
Strongly agree
62%
Agree
12%
Neither agree nor disagree
4%
Disagree
2%
Strongly disagree
17.	 Do you agree that your company has an obligation
to address these issues?
18%
Strongly agree
58%
Agree
18%
Neither agree nor disagree
6%
Disagree
1%
Strongly disagree
18.	 To what extent does this statement motivate you to
evaluate or implement new initiatives to address a
specific social or economic issue?
7%
To a great extent
27%
To a moderate extent
36%
To a slight extent
30%
Not at all
19.	 In his letter, Larry Fink also writes that: “Companies
must navigate the complexities of a late-cycle
financial environment including increased volatility,
which can create incentives to maximize short-term
returns at the expense of long-term growth.” Do you
agree with this statement?
22%
Strongly agree
47%
Agree
20%
Neither agree nor disagree
10%
Disagree
2%
Strongly disagree
20.	 Do you agree that your company faces incentives to
maximize short-term returns at the expense of long-
term returns?
15%
Strongly agree
31%
Agree
12%
Neither agree nor disagree
33%
Disagree
9%
Strongly disagree
All public companies face these pressures.
We take a long-term view but you are only allowed to
plan for the long term if you hit your quarterly numbers.
It’s a structural problem inherent in quarterly reporting
cycles and an activist environment.
Long-term institutional holders are patient to a point,
but cannot tolerate stock-price volatility.
Wall Street’s incentive system is much shorter than
ours.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 11
21.	 In your best estimation, what investment horizon
does your senior management team predominantly
consider in managing the company?
1%
0%
1%
12%
9%
32%
46%
1 quarter
2 quarters
3 quarters
1 year
2 years
3 years
More than 3 years
22.	 What is the single most important environmental
or societal issue that has the power to negatively
impact the performance of your company over the
long term? [unprompted]
19%
16%
16%
15%
13%
8%
7%
6%
Workforce issues including availability, unionization,
diversity, engagement or regulations that influence,
restrict or require these
Environmental issues including climate change,
pollution, waste, or recycling
Wage inequality or social unrest
Broad economic factors including national or
macroeconomic factors, tariffs, trade wars, or
personal spending
Social issues or political pressures that lead to
increased regulation or taxes
Environment regulations or rules that require a
reduction in fossil fuels
Healthcare issues including pricing, access, or
public health
Geopolitical factors or war
23.	 What is the single most important environmental
or societal issue that has the power to positively
impact the performance of your company over the
long term? [unprompted]
27%
23%
21%
9%
9%
7%
3%
Efforts that improve the availability of workforce,
including diversity, immigration or that improve
employee education or engagement
Efforts that improve economic results for large
portions of the population
Environment issues including efforts to improve
environmental conditions or sustainability
Efforts that successfully address widespread
social issues
Reduction in regulations or taxes, or changes to
regulations that promote competition
Efforts to improve access to or the cost of healthcare
Geopolitical factors
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 12
Demographic Information
1.	 What is your gender?
	Male	 Female
91% 9%
2.	 What is your age?
	Average	 Median
	
56
	
56
3.	 What is your company’s revenue?
33%
49%
10%
8%
< $1 billion
$1 billion to $10 billion
$10 billion to $25 billion
> $25 billion
4.	 What industry is your company in?
3%
1%
8%
1%
2%
0%
3%
4%
5%
5%
11%
4%
4%
8%
0%
4%
12%
3%
4%
1%
19%
Business services
Chemicals
Commercial banking
Commodities
Communications
Computer services
Electronics
Energy
Financial services
Food and tobacco
Healthcare
Industrial and transportation equipment
Insurance
Other manufacturing
Other services
Retail trade
Technology
Transportation
Utilities
Wholesale trade
Other
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 13
ABOUT THE AUTHORS
DAVID F. LARCKER
David F. Larcker is the James Irvin Miller Professor of Accounting at Stanford
Graduate School of Business, director of the Corporate Governance Research
Initiative, and senior faculty of the Arthur and Toni Rembe Rock Center for
Corporate Governance. His research focuses on executive compensation
and corporate governance. Professor Larcker presently serves on the Board
of Trustees for Wells Fargo Advantage Funds. He is coauthor of the books
A Real Look at Real World Corporate Governance and Corporate Governance
Matters.
Email: dlarcker@stanford.edu
Twitter: @stanfordcorpgov
Full Bio: http://www.gsb.stanford.edu/faculty-research/faculty/david-f-larcker
BRIAN TAYAN
Brian Tayan is a member of the Corporate Governance Research Initiative
at Stanford Graduate School of Business. He has written broadly on the
subject of corporate governance, including boards of directors, succession
planning, compensation, financial accounting, and shareholder relations.
He is coauthor with David Larcker of the books A Real Look at Real World
Corporate Governance and Corporate Governance Matters.
Email: btayan@stanford.edu
Full Bio: http://www.gsb.stanford.edu/contact/brian-tayan
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 14
OWEN WURZBACHER
Owen Wurzbacher is a managing director and portfolio manager at High
Sage Ventures, an investment firm in Boston. Prior to his current role,
he worked at Amazon, Highfields Capital, and The Blackstone Group. He
received an MBA from Stanford Graduate School of Business where he was
an Arjay Miller Scholar and the winner of the Alexander A. Robichek Award for
Outstanding Achievement in Finance. While at Stanford, he also received an
MA in education. He graduated magna cum laude from Harvard University,
receiving an AB in biology with a minor in economics. At Harvard, he was the
captain of the Men’s Varsity Swimming Team.
VINAY TRIVEDI
Vinay Trivedi works in technology investing at General Atlantic, with
previous experience at Blackstone Private Equity and SoftBank Vision Fund.
Trivedi serves on the steering committee of Startup in Residence (STiR), a
program spun out of the San Francisco Mayor’s Office of Civic Innovation
that connects startups with government agencies to develop technology
products addressing civic challenges. He has also worked with the New York
City Mayor’s Office of the CTO on its NYCx Moonshot Challenge Initiative. He
is the author of How to Speak Tech, a tech education book shortlisted and
featured at SXSW.
Email: vinayt@alumni.gsb.stanford.edu
Full Bio: https://howtospeaktech.com/author
Acknowledgments
THE AUTHORS WOULD LIKE TO THANK MICHELLE E. GUTMAN OF
THE CORPORATE GOVERNANCE RESEARCH INITIATIVE AT STANFORD
GRADUATE SCHOOL OF BUSINESS FOR HER RESEARCH ASSISTANCE
ON THIS STUDY.
2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 	 15
About Stanford Graduate School of Business and the
Rock Center for Corporate Governance
CORPORATE GOVERNANCE
RESEARCH INITIATIVE
The Corporate Governance Research Initiative at Stanford
Graduate School of Business focuses on research to advance
theintellectualunderstandingofcorporategovernance,both
domestically and abroad. By collaborating with academics
and practitioners from the public and private sectors, we
seek to generate insights into critical issues and bridge the
gap between theory and practice. Our research covers a
broad range of topics that include executive compensation,
board governance, CEO succession, and proxy voting.
gsb.stanford.edu/cgri
THE ROCK CENTER FOR
CORPORATE GOVERNANCE
The Arthur and Toni Rembe Rock Center for Corporate
Governance is a joint initiative of Stanford Law School and
Stanford Graduate School of Business. The center was
created to advance the understanding and practice of
corporate governance in a cross-disciplinary environment
where leading academics, business leaders, policymakers,
practitioners, and regulators can meet and work together.
rockcenter.stanford.edu
Contact Information
FOR MORE INFORMATION ON THIS REPORT,
PLEASE CONTACT:
CATHERINE FALGE
PUBLIC RELATIONS MANAGER
Stanford Graduate School of Business
Knight Management Center
Stanford University
655 Knight Way
Stanford, CA 94305-7298
Telephone: +1.650.723.0887
cfalge@stanford.edu
Copyright ©2019 Stanford Graduate School of Business and the Rock Center for Corporate Governance

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2019 Survey On Shareholder Versus Stakeholder Interests

  • 1. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS WWW.GSB.STANFORD.EDU/CGRI
  • 2. TA B L E O F C O N T E N T S Executive Summary and Key Findings............................ 1 Methodology....................................................................... 4 2019 Survey on Shareholder versus Stakeholder Interests........................................................ 5 Demographic Information.............................................. 12 About the Authors........................................................... 13 Acknowledgments............................................................14 About Stanford Graduate School of Business and the Rock Center for Corporate Governance................ 15 Contact Information....................................................... 15
  • 3. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 1 EXECUTIVE SUMMARY AND KEY FINDINGS CEOS ARE DIVIDED ON WHETHER STAKEHOLDER INITIATIVES ARE A COST OR BENEFIT TO THE COMPANY COMPANIES TOUT THEIR EFFORTS BUT BELIEVE THE PUBLIC DOESN’T UNDERSTAND THEM BLACKROCK ADVOCATES … BUT HAS LITTLE IMPACT Only 12 percent of the CEOs and CFOs of S&P 1500 companies believe that addressing stakeholder interests is a short-term cost that leads to long-term value. “We find that the standard narrative around stakeholder considerations is not accurate,” says Professor David F. Larcker, Stanford Graduate School of Business. “Common consensus is that U.S. companies are not investing in areas like sustainability, the environment, their employee base, or communities because they do not want to incur the costs today that are necessary for long-term success in these areas. However, the companies themselves do not see it this way. Most do not believe that a tradeoff exists between short- and long-term outcomes. Instead, their viewpoints tend to fall into one of two buckets: either they believe addressing stakeholder concerns is costly to the company in the short run and will continue to be costly in the future, or they believe that addressing these concerns is immediately beneficial to the company and will remain so into the future—a so-called ‘free lunch.’” “Companies really do strive to meet the needs of their stakeholders,” adds Vinay Trivedi, Stanford MBA Class of 2019. “CEOs and CFOs agree that employees, community members, and the general public welfare are important constituents in their business. They do not believe, however, that they get proper recognition for their efforts from external groups, such as the media. The board and senior management need to do a better job of communicating the initiatives they undertake and explain the positive impact.”
  • 4. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 2 “Large institutional investors, such as BlackRock and Vanguard, have been vocal advocates of the view that companies need to play a more central role in meeting the needs of society, beyond the pursuit of profits,” observes Owen Wurzbacher, Stanford MBA Class of 2019. “Companies, however, are not very receptive to these overtures. While CEOs and CFOs generally agree with some of the specific ideas advocated, many do not believe that their shareholder base as a whole really cares about stakeholder interests. We find only modest evidence that the letters written by these firms to their portfolio companies are discussed at the board level, and almost no evidence that they spark new initiatives.” In spring 2019, the Rock Center for Corporate Governance at StanfordUniversitysurveyed209CEOsandCFOsofcompanies included in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning. KEY FINDINGS INCLUDE THE FOLLOWING: STAKEHOLDERS ARE NOT IGNORED Stakeholderinterestsplayanimportantroleinthelong-term management of companies. The vast majority of CEOs and CFOs (89 percent) believe it is important or very important that they incorporate stakeholder interests in their business planning. Only 3 percent believe it is slightly or not at all important. When asked to assess the relative importance of stakeholders and shareholders, most companies give considerable weight to stakeholder interests. Only a quarter (23 percent) of companies say shareholder interests are significantly more important than stakeholder interests. By contrast, a third (32 percent) say shareholder interests are only slightly more important, and 40 percent say they are equally important. The rest (5 percent) say that stakeholders are more important than shareholders. Employees are, far and away, considered the most important non-investor stakeholders in companies. Almost all respondents (97 percent) say employee interests play a key role in the company’s daily operations and long-term strategy. Local communities (53 percent), the public in general (26 percent), and local governments (22 percent) are also frequently cited. Non-governmental organizations and advocacy groups (11 percent) and trade unions (8 percent) are less frequently cited. COMPANIES TOUT THEIR EFFORTS BUT FEEL UNDER-ACKNOWLEDGED Companies are satisfied with the job they do to meet the needs of their most important stakeholders. Almost half (48 percent) of CEOs and CFOs say they are very satisfied with the job their company does to meet the interests of these stakeholders. Forty-eight percent say they are somewhat satisfied. Almost no respondents say they are dissatisfied. Furthermore, companies receive only modest external pressure to meet stakeholder needs. Nearly three-quarters (79 percent) report receiving low or no pressure from their largest institutional investors to address stakeholder interests. A similar percentage (74 percent) report receiving low or no pressure from advocacy groups. Still, companies do not believe external groups accurately understand the job they do to meet the needs of stakeholders. Only half (50 percent) believe the stakeholders themselves understand what they do to meet their needs. A third (33 percent) believe institutional investors understand this. A paltry 10 percent believe the media understands what the company does to meet stakeholder needs.
  • 5. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 3 COMPANIES DO NOT SACRIFICE THE LONG TERM FOR THE SHORT TERM Opinions vary widely about the financial impact of incorporating stakeholder considerations into a company’s business model. Surprisingly, very few CEOs and CFOs believe stakeholder initiatives require them to trade off short-term profits for long-term value creation. In fact, only 12 percent of respondents believe such a tradeoff exists. Instead, most respondents believe that either managing stakeholder interests requires both short- and long-term costs (37 percent) or that it produces both short- and long- term benefits (28 percent). The remainder (24 percent) believe it has little cost or benefit in either the short or long term. In a similar vein, CEOs and CFOs do not believe their largest institutional investors see stakeholder considerations as being in conflict with their financial interests as owners. Almost two-thirds (59 percent) of respondents say they do not think their largest institutional investors believe meeting the needs of stakeholders comes at the cost of lower economic value. Only 13 percent say their investors believe a conflict exists. CEOS AND CFOS AGREE WITH BLACKROCK CEO LARRY FINK … TheaveragerespondentinoursurveyreportsthatBlackRock owns between 6 percent and 10 percent of their company’s publicly traded shares. Every year, BlackRock CEO Larry Fink writes a letter to the companies that BlackRock is invested in, encouraging them to consider broad societal interests as they pursue business objectives. Two-thirds (67 percent) of respondents to our survey say they received such a letter from Mr. Fink this year. For the most part, they agree with the ideas expressed in this letter. Sixty-eight percent say that they agree with Mr. Fink’s ideas, while only 7 percent do not. Specifically, 82 percent agree with his assertion that companies have a responsibility to address broad social and economic issues. Only 6 percent disagree or strongly disagree. Similarly, 69 percent agree with Mr. Fink that companies face pressure to maximize short-term returns at the expense of long-term growth. Twelve percent do not agree with this statement. However, CEOs and CFOs are mixed on the degree to which this statement applies to their own company. Only 46 percent agree they face incentives to maximize short- term returns at the expense of long-term returns, while 42 percent disagree they do. This might be because companies have a longer investment horizonthanMr.Fink’sletterassumes.Seventy-eightpercent of respondents report their company uses an investment horizon of 3 or more years in managing the company, 9 percent use a 2-year investment horizon, and 12 percent a 1-year horizon. Two percent of respondents claim to have an investment horizon of less than 1 year. … HOWEVER, HIS WORDS HAVE LITTLE IMPACT ON WHAT THEY DO In general, Mr. Fink’s annual letter has little influence on corporate decisions about stakeholder initiatives. Of the companies that received the letter, only half (50 percent) say their board discussed the ideas that he expressed in it. Thirty-eight percent say the board did not discuss them. Furthermore, the vast majority of these (87 percent) say the letter did not motivate them or only slightly motivated them to evaluate or implement new initiatives to address one or more societal interests. This might be because the companies themselves believe they are already doing a satisfactory job of incorporating stakeholder concerns into their business planning. Or it might be because they do not necessarily believe that their shareholder base as a whole cares about stakeholder interests. Only 43 percent of CEOs and CFOs believe their overall investor base cares about stakeholder interests, while 38 percent believe they do not.
  • 6. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 4 Methodology In spring 2019, the Rock Center for Corporate Governance at Stanford University surveyed 209 CEOs and CFOs of companies included in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning.
  • 7. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 5 2019 Survey on Shareholder versus Stakeholder Interests 1. What is your title? (select all that apply) 45% CEO 45% CFO 6% Other executive 9% Chairman of the board 2% Outside board member 9% Inside board member 4% Other 2. Generally speaking, how important is it that your company consider the interests of non- shareholder stakeholders (such as employees, local communities, the general public, etc.) as you pursue your business objectives? 62% Very important 27% Important 9% Moderately important 2% Slightly important 1% Not important Note: Some percentages in questions do not total 100% due to rounding. 3. In general, how important are stakeholder interests relative to shareholder interests in the long-term management of your company? 23% Shareholder interests are significantly more important than stakeholder interests 32% Shareholder interests are slightly more important than stakeholder interests 40% Shareholder and stakeholder interests are equally important 3% Stakeholder interests are slightly more important than shareholder interests 2% Stakeholder interests are significantly more important than shareholder interests Driving shareholder value is our first priority. Doing so in a principled, respectful way for employees, the community, etc., is our objective. However, we cannot do things that harm shareholder value because of non- shareholder stakeholders. You have to balance the needs of stakeholders while not losing sight of the long-term needs of shareholders. Shareholder value is our ultimate scorecard. Shareholder and stakeholder interests complement each other.
  • 8. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 6 4. Which stakeholders play a key role in or are impacted by your company’s daily operations and long-term strategy? 97% Employees 8% Trade unions 53% Local communities 22% Local government 11% Non-governmental organizations (NGOs) and advocacy groups 26% Public at large 23% Other 5. How satisfied are you with the job your company does to meet the interests of these stakeholders? 48% Very satisfied 48% Somewhat satisfied 3% Neither satisfied nor dissatisfied 1% Somewhat dissatisfied 0% Very dissatisfied 6. What is the financial impact to your company of meeting the interests of these stakeholders? (Respondents requested to select one answer for the short-term impact and one answer for the long-term impact.) Long-term impact High or moderate cost Little or no cost or benefit High or moderate benefit Short-termimpact High or moderate cost 37% 4% 12% Little or no cost or benefit 5% 10% 5% High or moderate benefit 0% 0% 28%
  • 9. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 7 7. Do you believe these stakeholders accurately understand the job your company does to meet their interests? 50% Yes 41% No 10% I don’t know Sometimes it appears we are only appeasing Wall Street even though we spend considerable energy and resources on our other stakeholders. Each stakeholder has a narrow understanding of their interests but few understand the job required to meet all stakeholder interests in aggregate. Employee interests vary significantly, and it is difficult to adequately convey all that we do for them. Rank and file employees do not. The top 15% does. The decisions to support employee programs are an expensive alternative use of capital. Employees underestimate the cost of benefits, training programs, modern facilities, etc., and underappreciate the value of these. It’s tough in our industry to pay an adequate wage and still earn a satisfactory ROI. In today’s society, only faults are recognized. Most of the good we do goes unnoticed. I have faith that over the long term it will be recognized. Outside stakeholders look at the company as having deep pockets and will never be satisfied with our efforts. They will always want more. We don’t have a clear communication strategy to articulate what we do to meet their needs. We make a point to conduct outreach with shareholders, employees, local communities, all of our customers and governmental agencies. We also post items of importance to our website, proxy, company presentations and enhance with consultants. We publish an annual sustainable report and make available plenty of information about these issues on our website. However, many stakeholders do not take the time to understand how we address these issues. Admittedly, they are complex. It requires continual reinforcement and sharing of relevant information. Consistent management interaction with shareholders and stakeholders is also important. We have core values that are visible and demonstrated daily. We ‘do the right things’ for our employees and communities. They know it and appreciate it, and it creates great trust.
  • 10. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 8 8. Do you believe the media accurately understands the job your company does to meet the interests of these stakeholders? 10% Yes 71% No 20% I don’t know 9. How much pressure does your company receive from advocacy groups to do more to meet the interests of these stakeholders? 4% High 21% Moderate 52% Low 22% None 10. Do you believe that your largest institutional shareholders really care about the interests of these stakeholders? 43% Yes 38% No 18% I don’t know Yes, because they know it is important to our success. They care a lot about employees and customers, much less about other stakeholders. They portray themselves as caring a lot for stakeholders, but whether they really do is unclear. It depends which side of the investment house. Portfolio managers understand the conflicts with shareholder interests. The governance side does not. 11. Do you believe that your largest institutional share- holders accurately understand the job your compa- ny does to meet the interests of these stakeholders? 33% Yes 49% No 18% I don’t know 12. Do your largest institutional shareholders believe that a conflict exists between their own interests and the interests of these stakeholders (i.e., do they believe that meeting the needs of these stakeholders comes at the cost of lower shareholder value)? 13% Yes 59% No 28% I don’t know 13. How much pressure does your company receive from your largest institutional shareholders to meet the interests of stakeholders as you develop your long-term strategy? 3% High 18% Moderate 51% Low 28% None 14. Approximately what percent of your company’s publicly traded shares are owned by BlackRock? 0% None 3% Less than 1% 20% 1% to 5% 35% 6% to 10% 41% More than 10% 2% I don’t know
  • 11. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 9 15. In January 2019, the CEO of BlackRock (Larry Fink) sent a letter to all companies that BlackRock invests in, encouraging them to consider broad societal interests as they pursue their business objectives. Did your company receive this letter? 67% Yes 15% No 18% I don’t know 15a. [If yes] Do you agree with these ideas expressed by Mr. Fink? 14% Strongly agree 54% Agree 25% Neither agree nor disagree 6% Disagree 1% Strongly disagree 15b. [If yes] Did the board discuss the ideas in this letter? 50% Yes 38% No 13% I don’t know 15c. [If yes] To what extent did this letter motivate your company to evaluate or implement new initiatives to address one or more societal interests? 1% To a great extent 13% To a moderate extent 39% To a slight extent 48% Not at all I agree with him on some but disagree on others. I appreciate Larry taking the positions he does, but unless something structural is done to limit the influence of activist investors it won’t have an impact. I think it’s all marketing. We are implementing extensive ESG initiatives and would have done so without the letter. To the extent addressing social and economic issues is in the long-term interest of our business we will do so. We’re not going to tilt at windmills that have nothing to do with our business, but we will invest in employee comp and benefits, in reducing our environmental footprint, and in addressing human rights policies. We do so to the extent it is consistent with our mission and the goals that have been approved by the board.
  • 12. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 10 16. In the letter, Larry Fink writes that: “Society is increasingly looking to companies, both public and private, to address pressing social and economic issues. These issues range from protecting the environment to retirement to gender and racial inequality, among others.” Do you agree with this statement? 20% Strongly agree 62% Agree 12% Neither agree nor disagree 4% Disagree 2% Strongly disagree 17. Do you agree that your company has an obligation to address these issues? 18% Strongly agree 58% Agree 18% Neither agree nor disagree 6% Disagree 1% Strongly disagree 18. To what extent does this statement motivate you to evaluate or implement new initiatives to address a specific social or economic issue? 7% To a great extent 27% To a moderate extent 36% To a slight extent 30% Not at all 19. In his letter, Larry Fink also writes that: “Companies must navigate the complexities of a late-cycle financial environment including increased volatility, which can create incentives to maximize short-term returns at the expense of long-term growth.” Do you agree with this statement? 22% Strongly agree 47% Agree 20% Neither agree nor disagree 10% Disagree 2% Strongly disagree 20. Do you agree that your company faces incentives to maximize short-term returns at the expense of long- term returns? 15% Strongly agree 31% Agree 12% Neither agree nor disagree 33% Disagree 9% Strongly disagree All public companies face these pressures. We take a long-term view but you are only allowed to plan for the long term if you hit your quarterly numbers. It’s a structural problem inherent in quarterly reporting cycles and an activist environment. Long-term institutional holders are patient to a point, but cannot tolerate stock-price volatility. Wall Street’s incentive system is much shorter than ours.
  • 13. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 11 21. In your best estimation, what investment horizon does your senior management team predominantly consider in managing the company? 1% 0% 1% 12% 9% 32% 46% 1 quarter 2 quarters 3 quarters 1 year 2 years 3 years More than 3 years 22. What is the single most important environmental or societal issue that has the power to negatively impact the performance of your company over the long term? [unprompted] 19% 16% 16% 15% 13% 8% 7% 6% Workforce issues including availability, unionization, diversity, engagement or regulations that influence, restrict or require these Environmental issues including climate change, pollution, waste, or recycling Wage inequality or social unrest Broad economic factors including national or macroeconomic factors, tariffs, trade wars, or personal spending Social issues or political pressures that lead to increased regulation or taxes Environment regulations or rules that require a reduction in fossil fuels Healthcare issues including pricing, access, or public health Geopolitical factors or war 23. What is the single most important environmental or societal issue that has the power to positively impact the performance of your company over the long term? [unprompted] 27% 23% 21% 9% 9% 7% 3% Efforts that improve the availability of workforce, including diversity, immigration or that improve employee education or engagement Efforts that improve economic results for large portions of the population Environment issues including efforts to improve environmental conditions or sustainability Efforts that successfully address widespread social issues Reduction in regulations or taxes, or changes to regulations that promote competition Efforts to improve access to or the cost of healthcare Geopolitical factors
  • 14. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 12 Demographic Information 1. What is your gender? Male Female 91% 9% 2. What is your age? Average Median 56 56 3. What is your company’s revenue? 33% 49% 10% 8% < $1 billion $1 billion to $10 billion $10 billion to $25 billion > $25 billion 4. What industry is your company in? 3% 1% 8% 1% 2% 0% 3% 4% 5% 5% 11% 4% 4% 8% 0% 4% 12% 3% 4% 1% 19% Business services Chemicals Commercial banking Commodities Communications Computer services Electronics Energy Financial services Food and tobacco Healthcare Industrial and transportation equipment Insurance Other manufacturing Other services Retail trade Technology Transportation Utilities Wholesale trade Other
  • 15. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 13 ABOUT THE AUTHORS DAVID F. LARCKER David F. Larcker is the James Irvin Miller Professor of Accounting at Stanford Graduate School of Business, director of the Corporate Governance Research Initiative, and senior faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation and corporate governance. Professor Larcker presently serves on the Board of Trustees for Wells Fargo Advantage Funds. He is coauthor of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. Email: dlarcker@stanford.edu Twitter: @stanfordcorpgov Full Bio: http://www.gsb.stanford.edu/faculty-research/faculty/david-f-larcker BRIAN TAYAN Brian Tayan is a member of the Corporate Governance Research Initiative at Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, compensation, financial accounting, and shareholder relations. He is coauthor with David Larcker of the books A Real Look at Real World Corporate Governance and Corporate Governance Matters. Email: btayan@stanford.edu Full Bio: http://www.gsb.stanford.edu/contact/brian-tayan
  • 16. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 14 OWEN WURZBACHER Owen Wurzbacher is a managing director and portfolio manager at High Sage Ventures, an investment firm in Boston. Prior to his current role, he worked at Amazon, Highfields Capital, and The Blackstone Group. He received an MBA from Stanford Graduate School of Business where he was an Arjay Miller Scholar and the winner of the Alexander A. Robichek Award for Outstanding Achievement in Finance. While at Stanford, he also received an MA in education. He graduated magna cum laude from Harvard University, receiving an AB in biology with a minor in economics. At Harvard, he was the captain of the Men’s Varsity Swimming Team. VINAY TRIVEDI Vinay Trivedi works in technology investing at General Atlantic, with previous experience at Blackstone Private Equity and SoftBank Vision Fund. Trivedi serves on the steering committee of Startup in Residence (STiR), a program spun out of the San Francisco Mayor’s Office of Civic Innovation that connects startups with government agencies to develop technology products addressing civic challenges. He has also worked with the New York City Mayor’s Office of the CTO on its NYCx Moonshot Challenge Initiative. He is the author of How to Speak Tech, a tech education book shortlisted and featured at SXSW. Email: vinayt@alumni.gsb.stanford.edu Full Bio: https://howtospeaktech.com/author Acknowledgments THE AUTHORS WOULD LIKE TO THANK MICHELLE E. GUTMAN OF THE CORPORATE GOVERNANCE RESEARCH INITIATIVE AT STANFORD GRADUATE SCHOOL OF BUSINESS FOR HER RESEARCH ASSISTANCE ON THIS STUDY.
  • 17. 2019 SURVEY ON SHAREHOLDER VERSUS STAKEHOLDER INTERESTS 15 About Stanford Graduate School of Business and the Rock Center for Corporate Governance CORPORATE GOVERNANCE RESEARCH INITIATIVE The Corporate Governance Research Initiative at Stanford Graduate School of Business focuses on research to advance theintellectualunderstandingofcorporategovernance,both domestically and abroad. By collaborating with academics and practitioners from the public and private sectors, we seek to generate insights into critical issues and bridge the gap between theory and practice. Our research covers a broad range of topics that include executive compensation, board governance, CEO succession, and proxy voting. gsb.stanford.edu/cgri THE ROCK CENTER FOR CORPORATE GOVERNANCE The Arthur and Toni Rembe Rock Center for Corporate Governance is a joint initiative of Stanford Law School and Stanford Graduate School of Business. The center was created to advance the understanding and practice of corporate governance in a cross-disciplinary environment where leading academics, business leaders, policymakers, practitioners, and regulators can meet and work together. rockcenter.stanford.edu Contact Information FOR MORE INFORMATION ON THIS REPORT, PLEASE CONTACT: CATHERINE FALGE PUBLIC RELATIONS MANAGER Stanford Graduate School of Business Knight Management Center Stanford University 655 Knight Way Stanford, CA 94305-7298 Telephone: +1.650.723.0887 cfalge@stanford.edu Copyright ©2019 Stanford Graduate School of Business and the Rock Center for Corporate Governance