Stanford GSB Corporate Governance Research Initiative

corporate governance research corporate governance board of directors executive compensation ceo compensation risk management ceo succession leadership succession planning compensation proxy voting governance quality executive pay proxy advisors pay for performance esg ceo turnover chief executive officer incentives governance structure stakeholder perspective stakeholder boards of directors oversight chief executive officers corporate governance research. shareholders proxy advisory services shareholder activism risk ceo ceos transparency shareholder corporate social responsibility scandal activism tone at the top culture ceo pay independent chairman diversity equity compensation say-on-pay disclosure long-term investing corporate sustainability sustainable investing environment startups independent directors board culture controls reputational risk board evaluations board performance talent development coaching labor market fraud proxy advisory firms staggered boards compensation committees succession independent chair ceo labor market activist hedge funds board of directors evaluation golden parachutes governance board diversity antitakeover protections insider trading hedging david larcker brian tayan board structure board quality dual-class shares pre-ipo companies esg investing ceo activism compensation choices compensation design classified boards audit history of compensation bonuses long-term incentive plans stock options equity performance measurement boardroom dynamics ceo recruitment incentive systems executives ceo performance performance audit and risk leadership and succession planning director qualifications unethical behavior correlation of pay to performance metrics dual chairman/ceo ethics independence standards poison pills ceo succession planning agency problems principles of corporate governance agency costs global governance systems capital market impact impact of legal tradition global accounting standards board of directors compensation 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venture-backed businesses governance of private companies governance of pre-ipo companies governance of startups private equity venture capital board of directors selection and composition corporate governance choices startup governance metrics private to public company evolution pre-ipo governance systems evolution of corporate governance practices initial public offerings reputation management corporate reputation controversy environmental issues social issues corporate advocacy advocacy corporate activism values social activism corporate social policy business and society succession palnning corporate governance research i corruption corporate governance failure litigation unethical behavior in corporations and other negat core concepts equityzen sharespost equidate nasdaq private market private company marketplaces private company exchanges pre-ipo discounts pre-ipo compensation private company equity private company compensation employee stock options shareholder value proxy firms shareholder pressure glass lewis iss institutional shareholder services strategic decisions board books board presentations independence netflix open access information flow information gap activism settlements proxy contests hostile takeover gadflies proxy proposals corporate control data theft cyber threats cybersecurity socially responsible investing pension activism union activism compensation consultants ceo transitions internal vs external ceo candidates visionary founders professional ceos ceo talent grooming ceo talent development ceo talent internal talent development proxy contest securities class action concealment tips bribery bankruptcy foreign corrupt practices act government whistleblower programs sec whistleblower program unethical activities class action control mechanisms whistleblower black scholes compensation risk incentive risk earned versus realized pay ceo termination ceo departure restricted stock stock ownership guidelines performance units performance shares realizable pay interim ceo emergency ceo ceo pay levels immoral or unethical executive acts fair punishment public perception of ceos that misbehave unethical or immoral executive behavior eo newly hired ceos ceo attributes outside ceos inside ceos board effectiveness board skills and expertise board survey external ceo inside ceo internal ceo outside ceo personal lifestyle personal attributes military training work style leadership style background executive training risk tolerance personality activists annual meeting rule 14a-8 shareholder resolutions shareholders and proxy advisory director backgrounds busy directors abusive language hubris conflicts of interest sexual relations recidivism ceo misconduct arrogance ceo bad behavior corporate governance researh shareholder proxy voting say on pay independent board ceos and directors on pay ceo pay ratio ceo compensation and pay decentralization autonomy trust indemnification director liability classified board director interlocks independent director staggered or classified boards e-index scores merger activity takeover bids tobin's q management entrenchment shareholder rights antitakeover protection supermajority provisions venturebacked companies founder ceo alternative models of corporate governance tax exempt organizations venture capital funds professionalization of startups private equityowned companies familycontrolled businesses newly appointed ceos models of succession planning role of board of directors board liability board independence board legal and fiduciary duties board functions social responsibility funds freerider problem institutional shareholers blockholders annual proxy shareholder primacy pension funds onesizedoesnotfitall agency issues equity incentive risk change in ownership poison pill empire building restricted rights to call a special meeting dual class shares market for corporate control shareholders cannot vote by written consent n onaudit services audit manipulation audit committee accounting quality auditor rotation expected and realized pay ceo pay package executive compensation; ceo pay earned golden parachute pro forma compensation compensation disclosures pay for performance disclosures realized and realizable pay corporate governance book ceo risk taking nonfinancial metrics for profit firms nonprofit perfvormance measurement performance measures strategy implementation corporate strategy organizational structure competitive advantage instituitional shareholders board committees and shared knowledge board committee overlap handpicked successors shareholder composition managing the shareholder base long-term or short-term shareholders shareholder base shareholder investment horizon shareholder influence corporate decision-making investment horizon social media monitoring corporate risk management reputational risks succession planning myths succession planning ceo succession c-suite talent development keywords: corporate governance systems incentives and control role of trust in governance institutional investors proxy votes proxy advisory firms. proxy advisors executive divorce ceo divorce disclosure and transparency corporate boards gender women executive coaching personality factors separation and control board of directors oversight agency theory performance evaluations ceo anddirector survey results ceo personality ceo and executive leadership ceo-chairman duality retirement assets proxy process union pensions funds strategy business models shareholder lawsuits shareholder litigation power dynamics power governance monitors reputation strategy & risk pay equity corporate governance practices corporate governance regulations corporate governance best practices tesla david sokol warren buffet : proxy advisory firms; stock option exchanges; in disclosure & transparency enterprise risk equity pledging equity hedging pledging financial statements gaap non-gaap accounting interlocking directorates board networks accounting restatements david f. larcker; b linguistic studies hewlett packard merrill lynch shareholder democracy proxy access : succession planning proxy statements regulatory oversight charlie munger warren buffett management integrity educational material on corporate governance free educational material activist investors external audit equity ownership