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Yale Launches Corporate Governance Center

On June 12, 2006 Yale University announced the establishment of the Yale Center for Corporate Governance and Performance (YCCGP) to be directed by Ira M. Millstein, a senior partner at the international law firm Weil, Gotshal & Manges and senior associate dean for corporate governance at Yale School of Management. The center is being funded by $20 million in gifts and commitments from individual and corporate donors, including a $10 million gift from David Nierenberg, a 1975 graduate of Yale College and a 1978 graduate of Yale Law School, and his wife Patricia, which represents the single largest gift in the history of the Yale School of Management.

The mission of the YCCGP is to explore the role of corporate governance to better enable corporations both to be competitive in their markets and to contribute to society. While based at Yale’s business school, the YCCGP also draws together scholars from Yale Law School and a variety of disciplines at Yale and other universities to explore enhanced corporate governance and the roles of the corporation in society; to facilitate the interaction of these scholars with policymakers and business leaders; to promote the dissemination of ideas and research that are relevant to improving the ability of the corporation to serve society; and to look globally for models of governance that combine return to shareholders and social benefit.

According to the school, The Nierenberg gift will support two governance initiatives at the Yale School of Management: the David Nierenberg Fund for Corporate Governance and Performance, and the Theodore Nierenberg Professorship in Corporate Governance. The Nierenberg Fund will support a broad range of YCCGP activities, including faculty research, graduate fellowships, and conference and symposium development. Its programs will emphasize the importance of American companies being more accountable to their stakeholders and responsive to their shareholders. For more information see Yale School of Management.

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Stanford Launches the Arthur and Toni Rembe Rock Center for Corporate Governance

On March 6, 2006 Stanford Law School announced the launch of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University (the “Rock Center”), funded by a $10 million dollar donation from venture capitalist Arthur Rock and his wife, a director of AT&T and AEGON N.V. The donation is believed to be the largest gift for the study of corporate governance in academic history.

"Innovation and new ventures fuel the global economy but the spark comes from investment," Arthur Rock said. "Investment is about trust. It's about knowing that the people investors entrust with their money are running ethical, transparent and effective businesses. Stanford Law School has a demonstrated track record of leadership in the field of corporate governance. We are pleased to support their efforts.”

The Rock Center will sponsor a series of programs designed to deepen the understanding of the governance process, enhance the quality of governance-related education, and improve the practice of governance around the world.

The Center's will begin a conference series designed to narrow the gap between state-of-the-art scholarship and the regulatory process while promoting more cost effective, socially beneficial regulation (the first of these, a conference on the SEC's proposed executive compensation disclosure rules will be held on April 3rd in Washington DC)

According to Stanford Law School, among the Rock Center's other early initiatives are:

-A series of research programs designed to bridge the gap between theory and practice by, for example, studying the ability to predict the incidence of fraud, examining international trends in corporate governance, and exploring the future of the audit industry;

-A series of conferences for the press and judiciary on matters related to corporate governance;

-The creation of new teaching materials designed for business schools and practicing executives that emphasize the importance of compliance with the law in addition to more traditional materials relating to business ethics;

-The launch of an open source database that will provide timely, detailed, and sophisticated information about the governance characteristics of all major publicly traded corporations, including an ability to generate a wide variety of "governance scores," all of which will be transparent to users and offered at no charge to the public.

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Darden Pioneering Work in Ethics and Governance

The Darden School of Business at the University of Virginia is pursuing pioneering work in the area of ethics and governance at its “Business Roundtable Institute for Corporate Ethics.”  This is an independent entity established in partnership with Business Roundtable—an association of 160 CEOs from leading companies.

The Institute brings together leaders from business and academia to fulfill its mission to renew and enhance the link between ethical behavior and business practice through executive education programs, practitioner-focused research and outreach.

In order to address the most pressing corporate ethics issues identified by Business Roundtable CEOs in the Institute's Mapping the Terrain (see below) study, its Academic Advisors are conducting a series of studies focusing on corporate leading practices, frameworks, and programs. 

Based on the results of the Mapping the Terrain study and on discussions among its panel of academic ethics experts, it is focusing on the following key issues:

  • Building/Sustaining Trust
  • Effective Company Management of Today’s Investor Expectations
  • CEO / Executive Compensation
  • Ensuring the Integrity of Financial Reporting
  • Ethical Role-Modeling
  • Establishing a Framework for Business Decision Making that Integrates Ethics
  • Encouraging Pushback
  • Conflicts of Interest

The Mapping the Terrain study surveyed Business Roundtable CEOs to understand the most important ethics issues facing corporate leaders.

In survey responses, CEOs indicated that the five most important corporate ethics issues facing the business community are: 1) regaining the public trust; 2) effective company management in the context of today’s investor expectations; 3) ensuring the integrity of financial reporting; 4) fairness of executive compensation; and 5) ethical role-modeling of senior management.

A majority of CEOs (81%) believe that in the wake of recent controversies standards for corporate ethics have risen. Also, most CEOs (74%) indicated their companies have made changes in how ethics issues are handled or reported within the last two years. Specific changes most cited include: enhanced internal reporting and communications (33%), ethics hotlines (17%), improved compliance procedures (12%) and greater Board oversight (10%).  

h “These results tell a consistent story,” says the Institute’s Academic Director R. Edward Freeman, “There is clearly a heightened sensitivity among business leaders to the importance of these issues.”

With regard to the top corporate ethics priority for business, the majority of CEOs (57%) cited establishing a framework for business decision making that integrates ethics as the top priority followed by encouraging pushback and a culture for proactively

addressing potential bad news early (35%).

Says Institute Executive Director Dean Krehmeyer:

“The Mapping the Terrain survey helped shape the curriculum for the Institute’s initial CEO Seminar on Business Ethics which takes place later this month and the results also set the roadmap for our research agenda. Our aim is to help leaders put business and ethics together.” The CEO Seminar on Business Ethics will include modules on establishing ethics frameworks and on ways for


leaders to encourage pushback within their companies. The seminar will be led by Professor Freeman who teaches at The Darden School and Wharton Professor Thomas Donaldson—two recognized experts in the field of business ethics.

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Business Schools :
Only a C+ In Ethics

Professor Jeffrey E. Garten, Yale University
Business Week
September 5, 2005

In his column, Professor Garten argues that “… I don't believe B-schools can turn someone who is dishonest into a virtuous person. Enron's former chief financial officer, Andrew Fastow, would likely have turned out to be a bad apple no matter what he was taught in graduate school. Nor can an MBA program give someone the backbone to make a moral decision that risks the loss of a company's market value, as happened at Johnson & Johnson in the 1980s when Chief Executive James Burke courageously took Tylenol off the shelves because of safety scares. That kind of character must be developed much earlier than the typical age of a B-school student, about 27.”

However, Professor Garten continues to argue: business schools can help prepare future executives to better assess the morally complex choices they will face during their careers. He concludes that, “The decisions made by business leaders have a tremendous impact on shareholders, employees, customers, suppliers, communities, and the broader economy. So enhancing their ethical education at a formative stage is arguably the highest priority that business schools should have. Although many are working at it, none has yet fully risen to that challenge.”

See the full article on BusinessWeek.com

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