I am an adjunct professor at the NYU Stern School as well as a visiting lecturer at the University of St. Gallen in Switzerland. In both places I teach corporate governance. In 2020, I was selected by the National Association of Corporate Directors as a Directorship 100 Honoree, their selection of “the most influential people in and around the boardroom.”
My day job is advising large investors and corporate boards on their governance, primarily through the design and implementation of performance measurement and executive compensation programs designed to promote value creation.
Ethical Systems Interview (March 2015)
My Approach to Ethical Systems:
The traditional problem of corporate governance has been how to prevent management from abusing the trust of the owners, also called the “principal-agent”problem. The threats fell under the categories of theft, waste, and shirking. While theft is categorically bad behavior, in the corporate world, waste and shirking (called “agency costs” in academia) are far more prevalent and damaging. Nobody spends other people’s money as carefully as they would spend their own; hardly anyone will be quite as diligent on another’s behalf as they would be for themselves.
Historically, several mechanisms that have evolved to contain these agency costs:
- Oversight: Direct accountability of management to a board of directors. (If that board does not consist of principals/owners, the behavior of directors can pose their own agency issues.)
- Transparency: When principals are able to gain a greater visibility to the results—if not the actions—of their agents, the agents tend to behave more prudently and diligently.
- Incentives: If agents are properly rewarded or penalized through their compensation, principals should see better results. Conversely, perverse incentives will always overcome good intentions.
While agency costs have been the main focus of governance studies, there is now also an increasing focus on the broader ethical behavior of corporations with regards to their non-investor stakeholders. The classical conception of management focusing primarily on shareholder value has evolved a more nuanced view that in order for shareholders to prosper, the company must carefully nurture the entire stakeholder ecosystem. While this shift is intended to improve corporate behavior with respect to the rest of society, the global history of governance warns us that such a shift can also politicize corporate governance, leading to a corrupt relationship between big business and government to the detriment of less powerful, less connected institutions.
My Ethical Systems Research Page: Corporate Governance