Weinberg Center Selected as Successor to IRRC Institute

Center News, IRRCi, IRRCi Research

The Investor Responsibility Research Center Institute (IRRCi) announced that it has selected the Weinberg Center as its successor organization. The Weinberg Center will receive a grant from IRRCi in excess of $1 million as part of the successor transition. With these funds, the Weinberg Center will materially expand its environmental, social, corporate governance and capital market research, and also maintain the full IRRCi research library so that more than 75 research reports remain publicly available at no cost. The Weinberg Center also will continue to fund and manage the annual IRRCi Investor Research Award that recognizes outstanding practitioner and academic research.  

  • To read a copy of the Press Release, click HERE
  • To read the UDaily article, click HERE
  • To read the CorpGov.net article, click HERE
  • To read the Delaware News Journal article, click HERE
  • To read the Delaware Business Times article, click HERE
  • To read the Citizen Tribune article, click HERE
  • For more information about IRRCi, visit their current website.  Click HERE 

Weinberg Center to Receive Grant in Excess of $1 Million, Expand Research Initiatives and Sustain Full Public Access to IRRCi Research Library

NEW YORK, NY, July 18, 2018 – The Investor Responsibility Research Center Institute (IRRCi) today announced that it has selected the John L. Weinberg Center for Corporate Governance (Weinberg Center) at the University of Delaware as its successor organization. The Weinberg Center will receive a grant from IRRCi in excess of $1 million as part of the successor transition. With these funds, the Weinberg Center will materially expand its environmental, social, corporate governance and capital market research, and also maintain the full IRRCi research library so that more than 75 research reports remain publicly available at no cost. The Weinberg Center also will continue to fund and manage the annual IRRCi Investor Research Award that recognizes outstanding practitioner and academic research.

“The IRRCi has become the preeminent source of objective and relevant research examining the intersection of investments with environmental, social and governance issues. From day one, our plan was to fund innovative research with our seed money, and then transition the remaining assets to another well-respected organization aligned with our mission. We selected the Weinberg Center because it is a highly respected corporate governance thought leader, will sustain IRRC’s important work, and will take our vision to the next level by further expanding unbiased and objective investor research,” said Linda E. Scott, the IRRCi Board Chairwoman.

“The IRRCi Board is confident that combining the strengths of the Weinberg Center and the IRRCi will provide investors, corporate boards, executives, regulators, academics, finance experts,  attorneys, and other interested parties with fact-based information and data on how to best improve our capital markets and govern public companies.”

“The Weinberg Center is honored to have been selected as the successor organization to the IRRCi. The Center looks forward to continuing the outstanding work and legacy of the IRRCi,” said Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance, Professor of Finance and Director of the Weinberg Center at the University of Delaware.

“The University of Delaware and the Weinberg Center share the IRRCi’s mission to provide the highest quality research that informs and empowers decision-makers in the complex arena of corporate governance,” said Dennis Assanis, President of the University of Delaware. “This announcement is a testimony to the thought leadership and recognized excellence of the Weinberg Center in the field of corporate governance and social responsibility.  We are proud that the Weinberg Center will carry on IRRCi’s important work.”

The selection of the Weinberg Center culminates a planned multi-year succession process undertaken by the IRRCi Board that included consideration of more than 25 organizations. The grant and the transfer of IRRCi’s intellectual property to the Weinberg Center is anticipated to be completed by the end of 2018.  Until then, the IRRCi will continue to publish research, including studies that  benchmark microcap public companies and examine the governance of data privacy. 

IRRCi also anticipates announcing the winners of the 2018 Investor Research Award prior to the transition. IRRCi was formed following the 2005 sale of IRRC to Institutional Shareholder Services to act as a catalyst for thought leaders, and to sponsor research on corporate governance and corporate responsibility issues that are important to the linkage of broad societal issues to investment performance.  Since that time, IRRCi has issued 75 research reports, is in the seventh year of its Investor Research Award, and has become a trusted source of objective and impactful investor research. Its research has been cited by regulators, lawmakers, academics and leading investors.

The IRRC Institute is a nonprofit research organization that funds academic and practitioner research that enables investors, policymakers and other stakeholders to make data-driven decisions. IRRCi research covers a wide range of topics of interest to investors, is objective, unbiased and disseminated widely.

More information is available at the IRRCi Website. Follow IRRCi on Twitter at @IRRCResearch.

The John L. Weinberg Center for Corporate Governance was established in 2000 at the University of Delaware and is part of the College of Arts & Sciences. It is one of the longest-standing corporate governance centers in academia, and the first and only corporate governance center in the State of Delaware, the legal home for a majority of the nation’s public corporations.

IRRCi Media Contact: Kelly Kenneally | +1.202.256.1445 | kelly@irrcinstitute.org Weinberg Center/University of Delaware Media Contact: Andrea Boyle Tippett |  +1.302.831.1421| aboyle@udel.edu

Philadelphia Bar Association honors UD’s Ann Mulé

Philadelphia Bar Association honors UD’s Ann Mulé

Center News

Article by Ann Manser Photo by Thomas E. Rogers, courtesy of Philadelphia Bar Association June 25, 2018

Weinberg Center associate director recognized for contributions to corporate governance

Ann C. Mulé stands only 5 feet 3 inches tall, in 3-inch heels, but the associate director of the University of Delaware’s John L. Weinberg Center for Corporate Governance has been recognized as a giant in the field of business law.

The Business Law Section of the Philadelphia Bar Association honored her June 19 in a special event, “Giants of the Business Bar: A Conversation with Ann C. Mulé.”

In introducing her to the audience, Joseph J. Hamill Jr., a member of the Business Law Section’s Executive Committee, called Mulé “a rock star” in her profession.

“We’re here to learn a little bit about corporate governance [and] a little bit about how she did it—became a giant of the bar—and how much she’s given back,” he said.

A retired corporate and securities law attorney with Sunoco Inc., where she served as chief governance and compliance officer and corporate secretary, Mulé joined the Weinberg Center in 2012, after previously serving on its advisory board. She is also a former chair of the bar association’s Business Law Section.

In announcing the event, organizers described Mulé as “a recognized leader in the corporate governance field, whose expertise and insights have helped to shape the governance landscape for companies, boards of directors, shareholders and many other governance constituencies.”

“In large part due to [her] stewardship, the Weinberg Center is a recognized thought leader in the governance field, with a national and international reputation,” they wrote.

For her talk, Mulé was interviewed by Charles M. Elson, who is director of the Weinberg Center, the Edgar S. Woolard Jr. Chair in Corporate Governance and professor of finance at UD.

Mulé described her career path, highlighted some aspects of corporate governance and ways in which the field has changed, and spoke about the mission, growth and accomplishments of the Weinberg Center.

Elson began with a basic question: What is corporate governance?

“At its very essence, it’s about the balance of power … between the management team, the board of directors and the shareholders,” Mulé said.

She added that she’s seen that balance shift dramatically over the years. Where boards once deferred to their company’s chief executive officer on many matters, offering very little oversight in some cases, directors now have become much more active in overseeing and monitoring management, she said.

And, even more recently, she said, institutional investors—those whose mutual funds or pension funds own significant stock in a company—have used that power to elect board members and wield a great deal of influence in holding those board members accountable.

“The power today is increasingly in the hands of the large institutional investors,” Mulé said, “… and they are ‘finding their voice.’ ”

Mulé, who worked for Sunoco for 30 years, began her career there in the corporate and securities law area and later moved into the corporate governance arena when she was promoted to the position of corporate secretary. She took the job and “really discovered my passion,” she said.

Her work in that position led Sunoco to be among the first companies to adopt governance standards and guidelines for its board and numerous practices to enhance the board’s effectiveness. Mulé said that as chief governance officer, she and her team became very proactive in investor outreach and engagement. All of these initiatives led Mulé, her team and Sunoco to be recognized with numerous awards.

She said she became familiar with Elson’s research and writing about best governance practices and joined the initial Weinberg Center advisory board shortly after the center was founded.

After retiring from Sunoco, Mulé became the center’s associate director.

“I love the mission of the center, which is to bring everyone in the governance field together,” from CEOs and directors to investors, academics and students, she said. “And I knew the great work they did and the reputation they had.”

Mulé highlighted some of the expanded activities and initiatives that have been undertaken since she joined the center. Its expert panel discussions, which were once held in a classroom, had to be moved to larger venues due to increased attendance. The center’s annual symposium now routinely draws audiences of 250 with a waiting list for more who want to attend.

Also in her talk, Mulé described many of the center’s “thought leadership” initiatives that she led or was part of since becoming its associate director.

She discussed an article she and Elson co-authored in 2014 for the journal Directors and Boards, titled “A New Kind of Captured Board,” which focused on board composition, director skill sets and the importance of having at least one director on a board who has “industry expertise” and thoroughly understands the company’s business. This thought leadership, subsequent center programs and speaking engagements around the country by Mulé and Elson helped to make the issue of board composition one of the most important issues for investors and boards by 2018, she said.

And last year, the center was honored to be selected as the partner and home for the Investor Stewardship Group (ISG). That group, Mulé told the audience, consists of large institutional investors that in the aggregate invest over $22 trillion in the U.S. equity markets.

ISG established a framework of basic standards of investment stewardship and corporate governance for U.S. investor and boardroom conduct. The group and the framework are focused on promoting long-term value creation for U.S. companies and the capital markets.

Mulé said the ISG partnership has now uniquely positioned the Weinberg Center to fulfill its collaborative mission in a way that never before existed—bringing together the corporate and investor communities to solve some of the most important and pressing governance issues.

More about the Weinberg Center

The Weinberg Center for Corporate Governance was established at UD in 2000 and is part of the College of Arts and Sciences.

It is one of the longest-standing corporate governance centers in academia, and the first and only corporate governance center in the state of Delaware, the legal home for a majority of the nation’s public corporations.

The center’s mission is to provide a forum for business leaders, members of corporate boards, shareholders, the judiciary, the legal community, academics, students and others interested in corporate governance issues to interact, learn and teach, with the goal of positively impacting and improving the field of corporate governance and the capital markets.

2018 Corporate Governance Symposium Highlights

Center News, Past Events

On March 6, 2018, the 2018 Corporate Governance Symposium took place which focused on “Governance Issues of Critical Importance to Board and Investors in 2018.”

John L. Weinberg Distinguished Speaker – Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P.

The John L. Weinberg Distinguished Speaker, Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P., was interviewed by Charles Elson, Director of the Weinberg Center. For more information, view the video.

Panel

A panel comprised of investors, directors, board advisors and a representative from ISS focused on the most critical governance issues in 2018.  For more information, view the video regarding the panel.

Luncheon Conversation – The Honorable Karen L. Valihura, Justice, Delaware Supreme Court

The luncheon address was a conversation with The Honorable Karen L. Valihura, Justice, Delaware Supreme Court, interviewed by Peggy Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.  For more information, view the video.

Academic Papers and Additional information

Two academic papers were presented at the Symposium and the John L. Weinberg Best Paper award was presented to Yaron Nili for his paper, Beyond the Numbers: Substantive Gender Diversity in Boardrooms.

Read more about the Symposium, including the participants, materials and papers presented, that were presented.

Weinberg Center Hosts Discussion on the Impact of FRB Sanctions on the Financial Services Industry and What Boards at Financial Services and All Public Companies Need to Know

Center News, Past Events

The Weinberg Center recently hosted a discussion on the impact of Federal Reserve Board sanctions on the financial services industry and what boards at all financial services companies and all public companies need to know. Participating in the discussion were the following;

  • David Wright is Managing Director, Banking and Capital Markets at Deloitte & Touche LLP.  In this role, he advises financial institutions on regulatory matters, with a particular focus on implementation of Dodd-Frank enhanced prudential standards as well as supervisory expectations for risk management.  Prior to joining Deloitte, he served in numerous roles within the Federal Reserve in Washington D.C. and San Francisco over the span of 23 years.  Prior to joining the Federal Reserve, he was Vice President at First Boston Inc.
  • Kim Hains is an independent Senior Advisor to Deloitte & Touche LLP.  Kim most recently had a dual role at Bank of America, as both the global technology and operations, business controls executive and the enterprise non-financial regulatory reporting executive. In these roles, Kim was responsible for defining and deploying common risk management processes, tools, metrics, and learning curriculums, risk governance and reporting, and establishing enterprise-wide oversight of all non-financial regulatory reporting obligations.  Kim helped redefine Bank of America’s Global Compliance function as a second line defense to ensure compliance across all lines of business. 
  • Myron Steele is a Partner at Potter, Anderson & Corroon and is the former Chief Justice of the Delaware Supreme Court. Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
  • Charles Elson, Director of the Weinberg Center, moderated the discussion.  Professor Elson is also Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance at the University of Delaware. 

    For more information about the impact of the Federal Reserve sanctions, including the complete bios of the discussion participants and additional materials, click to go to the Video Event page.

Center for Audit Quality Host Program: Telling Your Company’s Story: The Board’s Role in Disclosure

Center News, Past Events

On October 24, 2017, the Weinberg Center co-hosted with the Center for Audit Quality ­­­­­a roundtable discussion, “Telling Your Company’s Story:  The Board’s Role in Disclosure.”

While the SEC’s recent focus on non-GAAP measures has garnered attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the Board’s role in telling a company’s story through disclosure oversight and engagement.  The roundtable explored: legal boundaries for directors; board best practices in the oversight of disclosure; the investor perspective; SEC Disclosure Effectiveness.   The participants included:

  • Eileen R. Cohen, Managing Director, US Equity, JPMorgan Asset Management
  • Robert Evans III, Chief of the Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
  • Margaret (Peggy) M. Foran, Chair of the Occidental Petroleum Compensation Committee; and Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
  • Cynthia M. Fornelli, Executive Director, Center for Audit Quality
  • Douglas L. Maine, Limited Partner and Senior Advisor for Brown Brothers Harriman & Co.; Director, Audit Committee Chair, and member of the P&C Committee, Orbital-ATK Inc.; Director, Audit Committee Chair, and member of the N&G Committee, BroadSoft, Inc.; Director and member of the Audit and N&G Committees, Albemarle, Inc.
  • The Honorable John W. Noble, Partner, Morris James LLP; former Vice Chancellor, Delaware Court of Chancery
  • Sharon A. Virag, Vice President, Controller and Chief Accounting Officer, AETNA
  • John W. White, Partner, Corporate Department, and Chair of Corporate Governance & Board Advisory Practice, Cravath Swaine & Moore LLP

Moderator: Charles M. Elson, Director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance, and Professor of Finance, University of Delaware

For more information about the program and to see the program materials, go Here.

Association of Corporate Counsel Host Program: Lessons Learned from the VW Scandal (sponsored by Bloomberg Law)

Center News, Past Events

On April 25, 2017, the Weinberg Center co-hosted with the Association of Corporate Counsel a panel discussion,  “Volkswagen Emissions Scandal – Lessons for Investors, Boards, Chief Legal Officers, and Compliance and Governance Professionals”  The program was sponsored by Bloomberg Law. 

Using the current conflagration enveloping Volkswagen involving a massive emissions regulation evasion scheme as a backdrop, the panel discussed the importance of appropriate board composition, theory, structure, appropriate compensation incentives, and compliance programs in assuring an ethical corporate culture that promotes integrity and ultimate company success. The panel also discussed lessons, as well as practical steps, that investors, boards, chief legal officers, and compliance and governance professionals can take to avoid problems such as those faced by Volkswagen and other companies with recent compliance/ethical breakdowns.

After the program, Bloomberg interviewed some of the panelists.  To view the interviews, please see the links below:

  • Anton Valukas, Chairman of the Firm, Jenner & Block
  • Bob Bostrom, Senior Vice President, General Counsel and Corporate Secretary, Abercrombie & Fitch Co.
  • Charles Elson, Edgar S. Woolard Chair in Corporate Governance; Director, John L. Weinberg Center for Corporate Governance, and Professor of Finance
  • Professor Christian Strenger, Academic Director, Center for corproate Governance, HHL Leipzig Graduate School of Management

For more information about the program and to see the program materials, go Here.