About the Center
The Millstein Center for Corporate Governance and Performance at the Yale School of Management has as its primary mission to serve as the leading global resource for testing, challenging, and advancing the premise that corporations should, and can, serve society. In carrying out its mission, the Center, which is named for Ira M. Millstein, focuses on the relationship of management, the board of directors, and shareholders in creating long-term corporate value in today's complex and competitive economy while meeting the expectations of society.
The Center pursues its mission through a uniquely interdisciplinary and global approach. Building on the international relationships of Center leaders coupled with Yale University's convening power, the Center brings together innovators and experienced practitioners in business, investment, and public policy and top academics from economics, law, and politics.
It complements the basic framework of the School of Management's recently redesigned curriculum and looks at the corporation from multiple perspectives.
The Center accomplishes its goals by:- sponsoring research
- generating policy briefings
- teaching and student interaction
- convening events
- building corporate governance infrastructure
- the role of the corporation (rationale for the corporation, corporate obligation and responsibility, expectations of stakeholders)
- shareholders (the extent of ownership rights and obligations of retail and institutional investors, private pools of capital, and fund governance)
- firm governance (impact of firm structure; interactions among owners, board, and management)
- regulation (role of regulation, transparency, and international standards)
- market institutions (role of institutions that are vital to transactions)
The Center's dedicated staff, engaged board members, core group of faculty advisors, and affiliates help promote its mission and advance the aim of having a positive impact on corporate governance practices and performance around the world.
The Center has grown significantly since its inception in June 2006. The Center had expected to conduct four to five major events and projects per year. The Center now conducts well over 20 major projects annually, which include conferences, workshops, roundtables, speaker series, research projects, and policy briefings. Though the Center's activities are numerous, before undertaking any project, the Center's executive staff, including Dean Millstein, carefully considers the linkages between the project and the Center's central mission and goals.
Some of the topics that the Center has explored to date include the role of rating agencies; the role and culture of independent chairs of mutual funds and of corporate boards; and the impact of changes in the capital market and its key players on corporate value-creation and the corporation's role in society. The latter project, known as "Modern Capital Markets," is a cornerstone of the Center's agenda.
Issues pertaining to the capital markets are at the top of policy agendas worldwide. As an engine for economic growth in all economies, the corporation raises capital and creates wealth. The corporation then deploys its resources seeking to meet the justifiable expectations of its shareholders, employees, suppliers, creditors, customers, communities, and society as a whole. As such, it must have sufficient flexibility to take risks, innovate, and respond to challenges in a continually changing environment. Newly emerging and continuously evolving ownership structures may impact the governance of the corporation, its efficiency and performance, and the motivation and actions of the board and management in significant ways.
Recognizing that a corporation's directors, managers, and shareholders operate within a context of many constraints, the Center seeks to advance an understanding of the corporation's ability to successfully meet these expectations, and as a consequence, not only sustain, but improve performance. The benefits, stresses, and shortfalls inherent in these new relationships and constraints demand fresh scrutiny and call for examination of the mix of possible regulation and private initiatives which will best support market innovation and good governance.
The Center's efforts on this subject include a series of global roundtables to further explore the issue. Locations include New York, London, Berlin, São Paolo, Dubai, and Beijing. An academic conference is also scheduled in New Haven on November 7–8, 2008.
Efforts, including one-on-one interviews conducted by Ira Millstein and Anne Simpson, may lead to a publication detailing how today's quick-paced capital market has evolved and matured from the model of dispersed ownership envisioned by Berle & Means. This publication would address whether improved forms of corporate governance, which give context to a new description of "fiduciary responsibilities," are required by the dynamic capital market; what regulatory action may be desirable; and what role shareholders should play.
Beyond the Modern Capital Markets project, the Center pursues its mission through numerous other projects, many specifically designed with the intended outcome of producing policy briefings, and incubating market institutions. These briefings are framed as multidisciplinary reports to assist policymaking in different markets and focus the issues on value-enhancing practices. They include original research and policy analysis on topics such as the role of governance technologies; voting standards and whether best practices are needed; an exploration of the role of independent chairs of mutual funds and public companies; a closer look at constructive board-shareowner communication; and an examination of what tomorrow's investor will look like.
As part of Yale University, the Center's inherent mission includes excellence in teaching. The Center therefore engages students not only through classes, but through lectures and guests speakers. The Center's signature course, at the School of Management, is Governing the Corporation, taught by Ira M. Millstein and Anne Simpson, executive director of the ICGN. The class studies the relationship between management, the board of directors, and shareholders. It explores the origins of business ethics, law, and finance; the parameters of ownership rights; laws and regulation; best practices; media and public attention; and the interests of other stakeholders — within which corporate leaders' discretion and integrity are tested. The students gain detailed knowledge of contemporary corporate governance through first-hand accounts from guest-lecturer practitioners and case studies commissioned by the Center on companies such as General Motors, Cadbury's, and Lenovo. Students are challenged to exercise leadership on matters such as compensation, perks, aspects of litigation, balancing long-term value creation with stakeholder's and societal expectations, shareholder activism and potential changes of control, and human rights in emerging markets. The class, first taught in the fall 2007, will be taught again in spring 2009 and is an example of the Center's multidisciplinary approach.
The Center organizes several guest lecturers annually for the Yale community, including students, alumni, faculty, and staff. The spring 2008 Corporate Governance Lunch Forum speakers include: Norman Pearlstine, Senior Advisor, Carlyle; Jeff Kindler, CEO, Pfizer; and Evelyn Davis, Founder, Evelyn Y. Davis Foundation. This semester, among other events, the Center hosted Shareholder Rights and Wrongs in Governing U.S. Corporations, a two-part interactive lecture series on the current state of corporate governance in the U.S. and abroad. Lucian Bebchuk, a world renowned advocate of shareholder rights and influential critic of CEO pay; Ira Millstein; and Anne Simpson will discuss the current state of corporate governance in the U.S. and abroad. Topics of exploration include the extent of shareholder rights; the implications of sovereign wealth funds investing in private corporations; and the impact of hedge funds and private equity on boards of directors and companies.
Center-organized conferences and workshops include the Corporate Governance in Emerging Markets Workshop, taking place at Yale on September 19–20, 2008 which in cooperation with the Global Corporate Governance Forum and other partners, supports young researchers studying the impact of corporate governance on performance and economic development in emerging markets.
Beyond conferences, policy briefings, and teaching, and the Modern Capital Markets project described above, the Center sponsors and commissions empirical and analytical research on corporate governance and performance from scholars at Yale and other institutions. The Center does so by awarding stipends for research in corporate governance, issuing open calls for papers, hiring Visiting Research Fellows, and engaging in research projects pertinent to its mission on an ad-hoc basis. The Center pursues projects which reflect the Center's mission and the basic framework of the Yale SOM curriculum. The areas of research are always relevant to the Center's core work, especially its work on better understanding the relationship between the changing corporate ownership and the changes in the capital market.
Lastly, the Center devotes resources to construct a global infrastructure of corporate governance information and expertise — a one-stop shop to provide easily accessible information and resources on corporate governance. This currently consists of a global calendar of corporate governance events; a discussion board; a database of speeches on governance; a newsletter; a job board; and a directory of corporate governance (a long-term project to assemble the world's first continuously updated and authoritative directory of global corporate governance contacts, funded by the Global Corporate Governance Forum).
