Gouvernance

Martin Lipton vient de publier un bel article « Corporate Governance: The New Paradigm » le 11 janvier 2017 sur le Harvard Law School Forum on Corporate Governance and Financial Regulation. Une magnifique synthèse qui met en lumière la nouvelle gouvernance d’entreprise qui s’en vient.

In essence, the New Paradigm recalibrates the relationship between public corporations and their major institutional investors and conceives of corporate governance as a collaboration among corporations, shareholders and other stakeholders working together to achieve long-term value and resist short-termism. In this framework, if a corporation, its board of directors and its CEO and management team are diligently pursuing well-conceived strategies that were developed with the participation of independent, competent and engaged directors, and its operations are in the hands of competent executives, investors will support the corporation and refuse to support short-term financial activists seeking to force short-term value enhancements without regard to long-term value implications. As part of their stewardship role, institutional investors will work to understand corporations’ strategies and operations and engage with them to provide corporations with opportunities to understand the investors’ opinions and to adjust strategies and operations in order to receive the investors’ support.

Qu’implique ces nouvelles orientations de la gouvernance d’entreprise ? Martin Lipton les met en lumière magnifiquement :

For corporations, the New Paradigm will:

• alleviate pressures to maximize profits and equity share value in the short term at the expense of the long term;
• encourage corporations to pursue thoughtful strategies for maximizing profits and equity share value in the long term;
• encourage corporations to incorporate relevant sustainability, ESG (environmental, social and governance) and CSR (corporate social responsibility) considerations in developing their long-term strategies and operations planning;
• encourage corporations to be transparent in their financial reporting; and
• encourage a corporation to periodically review governance and thoughtfully consider the principles promulgated or endorsed by its major investors.

For investors, the New Paradigm will:

• increase the willingness to withstand cyclical headwinds and short-term market fluctuations in the pursuit of long-term value;
• minimize reliance on short-term financial performance metrics and promote a more holistic understanding of corporations’ businesses;
• encourage investors to consistently support the pursuit of well-designed long-term strategies by the corporations in which they invest;
• discourage investors from supporting short-term financial activists that advocate only short-term profit and value maximization;
• discourage investors from outsourcing proxy voting decisions to proxy advisory firms or otherwise basing such decisions on “check-the-box” principles, scores or formulas;
• not discourage investors from entertaining proposals by responsible activist shareholders for support in improving the strategy or operations of under-performing corporations; and
• encourage investors to address relevant sustainability, ESG and CSR matters. At the interface between corporations and investors, the New Paradigm will:
• encourage investors to communicate directly their preferences, expectations and policies to corporations;
• encourage corporations to provide meaningful communications about strategy, long-term objectives and governance, and encourage investors to actively listen to corporations and review these communications;
• encourage corporations to establish and maintain meaningful, direct long-term relationships with significant investors in corporations and encourage those investors to have the appropriate policies, personnel and procedures for meaningful reciprocity in the relationship; and
• where corporations are pursuing subpar strategies that are unlikely to bring long-term success, encourage investors to use behind-the-scenes, direct engagement with those corporations as a first line of action.

À la prochaine…

Ivan Tchotourian