US initiatives by Val Myteberi, Program Director, The Samuel & Ronnie Heyman Center on Corporate Governance, Cardozo School of Law

1. Women on board: Beyond
Quotas?
Val Myteberi
Program Director,The Samuel & Ronnie Heyman Center on
Corporate Governance - Cardozo School of Law
55 Fifth Avenue, NewYork, NY 10003

2. Macro Level U.S.A.
• Shareholder activism has increasingly focused
on:
• Board performance
• Quality of oversight
• Right of shareholders to replace underperforming
directors

3. Why Diversity?
• No bright-line tests for QUALITY of oversight:
• Research indicates that board quality is complex and
nuanced and depends as much on interpersonal dynamics
as individual skills and experience.
• Diversity as a means of increasing financial
performance and generating long-term value for
shareholders.

4. Why Diversity?
• Correlation between gender diversity and company financial
strength:
• Catalyst
• Columbia University
• Credit Suisse
• Deloitte
• McKinsey & Company
• The Committee for Economic Development
• Thompson Reuters

5. Institutional Investors – Public
Pension Funds ($3Trillion)
• NY State Common Retirement Fund (NYSCRF)
• NY City Pension Funds
• California Public Employees’ Retirement System (CalPERS)
• California StateTeachers’ Retirement System (CalSTRS)
• Florida State Board of Administration
• Etc.

6. Actions
• Collaboration
• Engagement
• Providing Resources
• Leading by example (Chief Diversity Officer)
• City/StateContracts

7. Engagement
• Private dialogue
• Shareholder resolutions
• Proxy Access campaigns
• Example: BoardroomAccountability Project by
Comptroller Scott Stringer, NewYork

8. Attacking Process & Procedure
• Proxy Access since Fall 2014:
• Shareholders’ right to make their own board nominations.
• Comptroller Stringer – 75 proxy access shareholder proposals to
request a bylaw to give large shareholder (3% / 3Y threshold) the right
to list their candidates on a company’s ballot.
• Bank of America, Citigroup, EQT Corp., Staples etc. are agreeing to
adopt proxy access and amending their bylaws.
• Total of 16 companies have agreed to support meaningful proxy
access.
• EBay Inc. has hired two women to its board since January, bowing to
pressure, agreeing to “institutionalize a commitment” to diversity.

9. Investors - Asset Managers
($1.2Trillion)
• Gender Lens Investing
• Access to capital for women entrepreneurs and
businesses.
• Investment that promote gender equality in
workplace.
• Investment that increase the number of products and
services that benefit women.

10. Investors - Asset Managers
• The Parity Portfolio –The Matterhorn Group,
Morgan Stanley:
• Highest financial standards:The Portfolio starts with a
Gender Lens but companies have to withstand the rigorous
financial analysis of portfolio managers.
• Sparking creativity in their Portfolio companies – Biogen,
Cambridge, MA with “Raising the Bar:Women on Board”
initiative.