1. Start of Interview [1:45]
2. Mervyn King's origin story as an attorney in South Africa [2:51]
3. His first foray into corporate boards and later senior management roles [4:30]
4. Why he was asked to form a Corporate Governance Committee in 1992 [5:30]
5. The call from Nelson Mandela [06:07]
6. Professor Lynn Paine's article: The Error at the Heart of Corporate Leadership  [9:43]
7. How King framed the role of the corporation in the first King I Report in 1992 [12:10]
8. "Decisions by the Board need to be made in the best long term interest of the company, this  incapacitated artificial person that has no mind, no heart, no soul and no conscience." "The directors must make a decision in the long term interest of the health of the company, rather than just in the wealth of the shareholders" [13:10]
9. "The 20th century became the century of unsustainable development"  [14:02]
10. Joining the U.N. by invitation of Kofi Annan to review governance of U.N. agencies: "that's where I started learning about sustainability"  [16:15]
11. The premise of the King II Report: to address sustainability reporting in South Africa (2002) [17:22]
12. King on Larry Fink's (BlackRock) Letters to CEOs [21:17]
13. Accounting for sustainability was started as "Connected Reporting" by Sir Michael Peat [22:18]
14. The premise of the King III Report, to include integrated reporting (2009)  [23:02]
15. Addressing Accounting for Sustainability organized by Prince Charles in the U.K. [24:30]
16. The IIRC Integrated Reporting Framework (2013) [25:06]
17. "One of the proudest things in my life is that integrated thinking has been achieved" [26:21]
18. King on the BTR Statement on the Purpose of the Corporation "You are not accountable to the stakeholders, you are accountable to the company" [26:45]
19. "Boards have to spend more time understanding financials, including the three critical dimensions for sustainable development in a resource constrained world: 1) Economy, 2) Environment and 3) Society." [30:05]
20. The premise of the King IV Report: reporting should be outcome based. [32:00] Focus on four outcomes:
    1. Value creation in a sustainable manner in a resource constrained world.
    2. Effective Controls (with informed oversight by the Board).
    3. Trust and confidence of the community in which the company operates (legitimacy).
    4. Effective Leadership.
21. King on race, inter-generational ("add millenials on your board") and gender diversity on boards  [35:44]
22. "The first thing on the minds of Gen Z is climate change. That's the elephant in the room" [39:12]
23. "The mindset of boards has to be collaborative, compromising, with a long term outlook (particularly on climate change)" [41:13]
24. The lessons from South Africa on racial diversity in boards [42:53]
25. Governments should amend corporate laws to reflect that being a director is a very important profession.[44:24]
26. King has tried to persuade governments to create apprenticeship programs for directorships "the U.S. should do this to help young African American professionals get into boards, creating a wider pool of candidates" [46:00]
27. A book that influenced his life: "The Principles of Modern Company Law" by L.C.B Gower (1954)  [48:57]
28. Living person he most admires: Lynn Forrester de Rothschild, the founder and CEO of the Coalition of Inclusive Capitalism [53:38]
29. King on ESG and inclusive capitalism [56:44]
30. How to find Mervyn King online:
    1. https://www.mervynking.co.za/ 
    2. https://www.wits.ac.za/staff/academic-a-z-listing/k/mervynkingwitsacza/

___

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1. Start of Interview [1:30]
2. How Anat's research evolved from corporate finance to corporate governance [3:40]
3. How the Financial Crisis ignited her research interest in the banking sector [4:25]
4. What's "special" about the finance and banking industries? [8:31]
5. Why the lack of equity funding in banking? [10:12]
6. The premise of her book "The Bankers' New Clothes" [11:28]
7. "In banking you can be insolvent forever if you don't default" [13:27]
8. "JPM's assets on balance sheet: ~$2.5T, plus off balance sheet: $4T! "that is unfathomable." [14:08]
9. "The regulators are failing so miserably, and they are so used to failing that they perpetuate their failures"  [16:02]
10. Over a decade after the financial crisis, "the financial system is a disaster" [16:54]
11. "We are going to have zombies everywhere" [19:06]
12. "Deutsche Bank is the classic zombie" [22:08]
13. How to understand the decoupling of the stock markets from the "real economy": [23:45]
    1. Rise of private market financing. Sliding to opacity.
    2. Rise of big tech
    3. "Saving glut of the rich": the money of the world is going into the US stock market.
    4. Fed support is propping up the corporate debt market, helping the stock market.
14. Anat's take on the BRT Statement on the Purpose of the Corporation: "I am skeptical" [29:00]
15. Anat's take on B-corps [32:04]
16. "I don't want CEOs to solve society's problems, I want the Government to solve them." Premise of the Corporations and Society Initiative at the GSB [33:47]
17. Anat's take on ESG: "It's all nice and well, but it has its limits" [36:24]
18. "If men were angels, no Government would be necessary" (James Madison) [40:05]
19. Paul Polman's search for "Heroic CEOs" [41:09]
20. Why cross-disciplinary research matters "I was in a bubble of finance" [41:58]
21. Senator Sherrod Brown's book recommendation for Banking Committee: "The Color of Law" [43:18]
22. Anat's article "A Skeptical View of Financialized Corporate Governance" (2017) [44:31]
23. Katharina Pistor's "The Code of Capital" book [46:58]
24. Anat's take on the current push-back against stock buybacks and dividends. Her article: "The Leverage Ratchet Effect." [48:03]
25. "Where you see financialized corporate governance at its worst is paying shareholders in a crisis." "Bank regulators have to put a complete and utter ban on payouts for all the banks." [51:15]
26. "We must abolish the corporate tax interest deductibility" ("we shouldn't prefer debt over equity for funding for tax reasons") [54:17]
27. How to find Anat online:
    1. https://admati.people.stanford.edu/
    2. Corporations and Society Initiative at the Stanford Graduate School of Business.

___

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YouTube: https://www.youtube.com/@BoardroomGovernance

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1. Start of Interview [1:32]
2. Heidi's origin story and career pre-venture capital [2:00]
3. Heidi's first board experience: Great Plains Software prior to its IPO in 1997 [6:01]
4. Joining Softbank Venture Capital (Mobius Venture Capital) in 1999 [09:09]
5. The HBS Heidi Roizen Case Study [12:50]
6. Her experience with foreign boards (UK, Canada) and take on transnational directors [16:21]
7. Re-entering the VC market with DFJ and Threshold Ventures [23:25]
8. Private tech company board governance challenges [25:36]
   1. Startups staying private for longer, and getting bigger [25:48]
   2. Change of terms based on cyclical nature of the market ("dual class shares is a grey area") [26:31]
9. Founder-friendly terms [29:55]
10. To be a good investor or board member "you have to be willing to speak truth even when unpopular" [31:48]
11. Dealing with "dual fiduciary duties": be clear about what hats you wear (investor vs company) [32:08]
12. There will be a "flight to quality" in venture investing [37:06]
13. Director Independence in Silicon Valley, social ties and networks [38:56]
14. Distinctions between serving on public and private venture-backed boards [42:27]
15. Her joke-caution to entrepreneurs: "be careful what VC you pick, because it's harder to divorce your VC than your spouse!" [45:34]
16. Board self-evaluation. "Collegiality doesn't mean that you're only nice and friendly to each other, but it also means that you have to have a working relationship where you can be honest with each other." [46:16]
17. On the CA corporate board gender diversity bill (SB-826) [48:35]
18. Heidi's views on stakeholder capitalism or ESG: "I think that companies earn the right to satisfy a broader stakeholder base by also remaining viable." Big difference between private and public companies in this regard [51:47]
19. Her favorite books: "Thinking Fast and Slow" by Daniel Kahneman, "Atomic Habits" by James Clear, "Loving What Is" by Byron Katie with Stephen Mitchell, "Never Split the Difference" by Chris Voss [56:15]
20. Heidi's mentors: her father, Bill Gates, Ann Winblad, Tina Seelig, Emily Melton and Josh Stein [57:25]
21. Her favorite quote is The Shirley MacLaine 20/40/60 Rule: “At 20, you care what everyone is thinking about you. At 40, you don't give a damn what people are thinking about you. At 60, you realize no one is thinking about you." [58:38]
22. Her "unusual habit": she's a glass artist [01:00:15]
23. The living person she most admires: Bill and Melinda Gates "In 100 years from now, when people look back to Bill and Melinda,  Microsoft is only going to be a footnote. What they do as philanthropists is really what people will talk about." [01:01:05]
24. How to find Heidi online:
    1. www.heidiroizen.com
    2. Email: [email protected]

___

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You can follow Evan on social media at:

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YouTube: https://www.youtube.com/@BoardroomGovernance

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1. Start of Interview [1:51]
2. How is a16z dealing with COVID-19, plus its new Talent & Opportunity Fund [2:31]
3. Scott's professional background [3:48]
4. The shift from traditional VC firm to Registered Investment Advisor (to pursue investment opportunities beyond traditional equity, such as crypto) [6:00]
5. The governance chapters of his book The Secrets of Sand Hill Road. Distinctions between public and private venture-backed boards [12:11]:
   1. The contrast in board composition in the private and public board context [12:38]
   2. Dual fiduciary duties owed by VC directors [13:48]
   3. "Common controlled" boards vs "preferred controlled" boards [14:50]
6. Andreessen Horowitz' different approach to support its portfolio CEOs post-investment (institutionalizing the network) [17:03]
7. Number of boards seats held by VC investors (and why it's different to public boards) [20:33]
8. Scott's take on dual-class shares, and distinctions in the private and public company context [25:13]
9. Scott's take on tenure-voting ("rethinking what's fair in corporate governance") [29:10]
10. Why a16z invested in the Long Term Stock Exchange [32:35]
11. Scott's recommendations to boards of venture-backed companies in down-rounds and M&A [36:09]
12. Trends of independent directors in venture-backed companies [40:00]
13. The rise of private markets in the tech financing ecosystem [42:46]
14. The new governance challenges of late stage private companies [44:20]
15. The Purpose of the Corporation and the Governance of Cryptonetworks [47:06]
16. Two of his favorite books: "The Lost Lawyer" by Anthony Kronman, and "The Master of the Senate: the Years of Lyndon Johnson" by Robert Caro [54:06]
17. His mentors: Marc Andreessen, Ben Horowitz. Early (informal mentor): Armin Weinberg [55:38]
18. His favorite quote “In the long run, we are all dead” by John Maynard Keynes. [57:13]

Scott Kupor is the managing partner at Andreessen Horowitz where he is responsible for all operational aspects of running the firm. He has been with the firm since its inception in 2009 and has overseen its rapid growth, from three employees to 180 and from $300 million in assets under management to more than $12 billion.

Scott is chairman of the board of Genesys Works; cofounder and co-director of the Stanford Venture Capital Director’s College; Executive in Residence at Haas School of Business and Boalt School of Law; and a Lecturer at Stanford Law School. He is vice-chair of the investment committee of St. Jude’s Children’s Cancer Research Hospital and also serves as a member of the investment committees for Stanford Medical Center, the Silicon Valley Community Foundation, and Lick Wilmerding High School.

Scott served as Chairman of the Board of the National Venture Capital Association (2017-2018). He is the author of the national bestselling book Secrets of Sand Hill Road: Venture Capital and How to Get It, published by Portfolio, a division of Penguin.

___

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You can follow Evan on social media at:

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X: @evanepstein

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YouTube: https://www.youtube.com/@BoardroomGovernance

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1. Start of Interview [1:22]
2. Kate's path to the Venture Capital ("VC") industry [2:00]
3. Kate's path to serving on boards [5:18]
4. Distinctions between serving on private and public boards [8:43]
   1. The investor nominated director [9:10]
   2. The role of the independent director [12:47]
   3. Directors representing preferred stock, and longer term horizons  [13:51]
   4. In a startup board, "all constituents are around the table, or right outside the door coding" [15:10]
5. Startups staying private for longer, and effects on liquidity (secondary markets)  [18:25]
6. History of the JOBS Act: 5 capital formation bills to improve access to capital for startups [25:50]
7. Kate's take on dual class shares [32:53]
8. The Long Term Stock Exchange [38:26]
9. The importance of IR and leadership. Example: Jeff Bezos' Amazon shareholder letters. [35.33]
10. Sunset Provisions [37:12]
11. The Governance of Unicorns [43:17]
12. Diversity and inclusion initiatives. Examples: ILPA, NVCA, Him for Her, SWB, etc. [47:10]
13. Her favorite book: "The Tale of Two Cities" by Charles Dickens [53:36]
14. Her take on "Composite Mentors" [55:36]
15. Her favorite quote [59:01] “Kites rise highest against the wind, not with it” Sir Winston Churchill.
16. The living person she most admires: the Notorious RBG [01:01:00]

Kate Mitchell  is a co-founder of Scale, a Silicon Valley-based firm that invests in early-in-revenue technology companies that are looking to scale. She and the Scale team have backed successful, high growth companies including ExactTarget (Salesforce), RingCentral (NYSE:RNG), HubSpot (NYSE:HUBS), Box (NYSE: BOX), DocuSign, and Omniture (Adobe). 

Kate is past chairman and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. In 2014, Kate co-founded the NVCA Inclusion & Diversity Task Force (now called VentureForward), which focuses on advancing opportunities for women and minorities across the venture ecosystem. Mitchell received the NVCA Outstanding Service Award in 2013 for her policy work on behalf of the venture industry. 

She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation, and she is a charter member of Environmental Entrepreneurs (Silicon Valley). Kate is also a Kauffman Fellows mentor, a member of the NASDAQ Private Market Advisory Board, and a commentator on technology trends for CNBC Squawk Alley.

___

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You can follow Evan on social media at:

Website: boardroom-governance.com

X: @evanepstein

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Substack: https://evanepstein.substack.com/

YouTube: https://www.youtube.com/@BoardroomGovernance

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

1. Start of Interview [1:51]
2. Motivation for writing her Startup Governance Article [3:22]
3. Why are companies "staying private" for longer [6:18]
4. The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
5. Discussion on secondary markets for private shares [10:00]
6. Challenges of startups "staying private forever" [11:54]
7. Distinctions between public and private market regulatory frameworks [13:36]
8. The vertical and horizontal startup governance issues [18:14]
9. Distinctions between preferred and common shares in VC-backed companies [19:54]
10. Monitoring failures in startup companies [27:50]
11. Dual Class Shares and Sunset Provisions [32:43]
12. The Premise for Regulatory Entrepreneurship Article (with Jordan Barry) [37:42]
    1. Breaking the law and/or taking advantage of legal gray areas [39:20]
    2. Seeking to grow "too big to ban" = "guerilla growth" [40:06]
    3. Mobilizing users and stakeholders as a political force [41:20]
13. Legal Factors that affect regulatory entrepreneurship [44:18]
14. Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
15. Her mentors [50:50]
16. Her favorite quotes [55:02] Yoda's "Do. Or Do Not, There is No Try!" and Walt Whitman's “Dismiss Whatever Insults Your Own Soul”
17. Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
18. Where can people find Elizabeth's research [1:01]
    1. Profile University of Pennsylvania Law School
    2. SSRN Page

Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.

You can follow Evan on social media at:

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LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

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YouTube: https://www.youtube.com/@BoardroomGovernance

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1. His experience in Papua New Guinea [3:57]
2. Sailing in the South Pacific [7:17]
3. His first board: the OK Tedi Development Corporation [12:20]
4. His management roles: Gardiner Capital Group and Weston Foods [17:53]
5. The founding of the Canadian Coalition for Good Governance [19:29]
6. Peter Drucker's "Follow the Wagon Train Strategy" [21:35]
7. Board Games (Globe and Mail's ranking of Canada's corporate boards) [23:12]
8. Joining the Rotman School of Management (University of Toronto) [25:34]
9. The story of the ICD-Rotman Director Education Program [26:47]
10. Cultural advantage of Canada for director education [32:18]
11. Separating Chair/CEOs in Canada [33:41]
12. Short/Long term strategies for boards. His article in the Globe and Mail [35:37]
13. His take on dual-class share structures [40:07]
14. His take on ESG [47:00]
15. The job of a director: hindsight, oversight and foresight [49:30]
16. Directors as "gifted amateurs" [54:00]
17. His recommendation on director education [57:21]
18. On rowing [58:29]
19. His current state of mind: "most boards will never work" [01:00]
20. How to find David Beatty online: [01:02]
    1. LinkedIn
    2. Personal website: chairmanofboard.com
    3. The David and Sharon Johnston Centre for Corporate Governance Innovation

David R. Beatty is a Professor at the University of Toronto’s Rotman School of Management and is the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation. He is also the Founder of the ICD-Rotman Directors Education Program. The 12-day course is delivered across Canada in partnership with 10 other Universities and has trained over 6,000 senior Canadians. For his work in Corporate Governance he was made a Member of the Order of Canada in 2014. In 2018, the International Corporate Governance Network (ICGN), representing 80 asset managers and pension funds from 15 nations with a total of $35 trillion of assets under management, awarded him a Lifetime Achievement Award. 

You can follow Evan on social media at:

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YouTube: https://www.youtube.com/@BoardroomGovernance

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

1. Start of Episode [1:31]
2. Luck and skill: "Without luck nothing good happens" [3:21]
3. Joe's experience as a Commissioner of the Securities and Exchange Commission [5:33]
4. Transition from the S.E.C. to Stanford Law School [8:16]
5. The story of Financial Engines [11:04]
6. Taking Financial Engines private [14:54]
7. The Oracle Derivative Litigation Case (2003) [17:17]
8. The KKR board [20:19]
9. The story of Stanford's Directors' College [23:31]
10. Federal-forum selection charter provisions and the Sciabacucchi case [27:34]
11. Elon Musk's coverage of D&O insurance for Tesla directors [32:24]
12. The rise of stakeholder capitalism and ESG [37:55]
13. Global warming [40:38]
14. Conflicts of interests in public and private companies [43:17]
15. Control in startups [48:28]
16. Rapid-fire questions [50:57]

Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and is a Senior Faculty of the Rock Center for Corporate Governance at Stanford University. Professor Grundfest is a nationally prominent expert on capital markets, corporate governance, and securities litigation. 

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Introducing the Boardroom Governance Podcast with Evan Epstein.

In this short introductory episode:

Boardroom Governance brings together the podcast, newsletter, board education, events, and advisory work for directors, executives, investors, founders, and governance leaders.

Subscribe to the podcast and learn more at boardroom-governance.com

You can follow Evan on social media at:

Website: boardroom-governance.com

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

YouTube: https://www.youtube.com/@BoardroomGovernance

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License