Next steps? Be careful what you wish for

 

In 2004, as head of the corporate governance program at TIAA-CREF, I wrote in its Policy Statement on Corporate Governance the following: “Good corporate governance should maintain the appropriate balance between the rights of shareholders — the owners of the corporations — and the needs of the board and management to direct and manage effectively the corporation’s affairs.” At that time, relationships among shareholders, boards, and management were not balanced, with authority heavily skewed towards management. While some company boards understood their proper role, many did not — resulting in CEO domination.

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