An ad hoc group of U.S. business leaders on Thursday released their list of corporate governance principles for publicly traded companies, their boards of directors and institutional investors. The group calls this iteration of their ideas, Commonsense Principles 2.0.
The principles spring from the belief that the “long-term prosperity of millions of American workers, retirees and investors depends on the effective governance of our public companies.”
Supporting these principles, Alex Gorsky, CEO of Johnson & Johnson and chair of the Business Roundtable Corporate Governance Committee, in a statement supporting the principles said:
The Commonsense Principles of Corporate Governance 2.0 are an important step forward in promoting corporate governance practices that support responsible and sustainable economic growth in the United States. Like the Business Roundtable Principles of Corporate Governance, the Commonsense Principles embody the goal of increasing long-term value for customers, communities, shareholders and the millions of families who rely on U.S. public companies for employment and financial security.
The Commonsense Principles comprise eight recommendations in eight categories:
- Board of Directors–Duties, Composition and Internal Governance
- Board of Directors Responsibilities
- Shareholder Rights
- Public Reporting
- Board Leadership (including the Lead Independent Director’s role)
- Management Succession Planning
- Compensation Management
- Investor’s Role in Corporate Governance
The group’s recommendations made a few headlines in early summer when Warren Buffett and Jamie Dimon published an op-ed in The Wall Street Journal arguing that the time is now for U.S. public companies to stop providing quarterly earnings per share (EPS) guidance. Here’s what Commonsense Principles 2.0 have to say about that:
A company should not feel obligated to provide quarterly earnings guidance – and should determine whether providing quarterly earnings guidance for the company’s shareholders does more harm than good. … Making short-term decisions to beat guidance (or any performance benchmark) is likely to be value destructive in the long run.
Also related to public reporting issues is a recommendation related to stock-based compensation:
[I]t is important to note that all compensation, including equity compensation, is plainly a cost of doing business and should be reflected in any non-GAAP measurement of earnings in precisely the same manner it is reflected in GAAP earnings.
In other words, it’s an expense and should be included in GAAP reporting. Every tech company in the country is likely to ignore this recommendation.
The principles also argue against dual-class stock:
Dual class voting is not a best practice. If a company has dual class voting, which sometimes is intended to protect the company from short-term behavior, the company ordinarily should have specific sunset provisions, based upon time or a triggering event, which would eliminate dual class voting. In addition, all shareholders should be treated equally in any corporate transaction.
Take that Facebook, Alphabet/Google, Fitbit, GoPro and dozens of others.