Go behind the scenes this summer: Discover the latest issues facing corporate boards. Stanford Closer Looks are authored by Professor David Larcker and Researcher, Brian Tayan. - Board Evaluations and Boardroom Dynamics - From Boardroom to C-Suite: Why Would a Company Pick a Current Director as CEO? - An Activist View of CEO Compensation - The Wells Fargo Cross-Selling Scandal - Succession “Losers”: What Happens to Executives Passed Over for the CEO Job? The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance and executive leadership. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. Larcker and Tayan are co-authors of the books Corporate Governance Matters and A Real Look at Real World Corporate Governance.

1. RECOMMENDED SUMMER READING
5 ARTICLES TO TAKE YOUR BOARD
FROM GOOD TO GREAT

2. “Rather than rehash the standard ‘best
practice’ governance advice for boards,
we look at these issues in real time, based
on the real trade-offs that companies
have to make in complicated settings.”
DAVID F. LARCKER, JAMES IRVIN MILLER PROFESSOR OF ACCOUNTING
STANFORD GRADUATE SCHOOL OF BUSINESS
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

3. GO BEHIND THE
SCENES THIS SUMMER
DISCOVER THE LATEST ISSUES
FACING CORPORATE BOARDS
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

4. STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI
The boards of all publicly traded companies are required to
conduct an annual self-evaluation to determine whether they
are functioning effectively. Too often their assessments fall
short in evaluating individual performance and boardroom
culture. Learn factors to consider in board evaluations and
steps to improve boardroom performance.
BOARD EVALUATIONS AND
BOARDROOM DYNAMICS
Read More

5. An interesting situation arises when a CEO resigns and the
board chooses neither an internal nor external candidate,
but a current board member as successor. Understand the
process by which the board makes such a decision.
FROM BOARDROOM TO C-SUITE:
WHY WOULD A COMPANY PICK A
CURRENT DIRECTOR AS CEO?
Read More
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

6. Activist fund ValueAct created a framework that
strips down and systematically reconstructs the
compensation figures in the annual proxy, allowing
a step-by-step evaluation of the conditions that
determine variable pay. Explore this foundation for
analyzing the scale and structure of CEO pay.
AN ACTIVIST VIEW OF CEO
COMPENSATION
Read More
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

7. We examine the tensions between corporate culture, financial
incentives, and employee conduct as illustrated by the Wells
Fargo cross-selling scandal. Learn how to maximize the
positive contribution that incentives make while minimizing
potentially negative outcomes.
THE WELLS FARGO
CROSS-SELLING SCANDAL
Read More
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

8. Shareholders pay considerable attention to the choice
of the executive selected as the new CEO. Are these
executives really better than those passed over? Explore
what happens to the executives who were not selected
and how they perform relative to those who were.
SUCCESSION “LOSERS”:
WHAT HAPPENS TO EXECUTIVES
PASSED OVER FOR THE CEO JOB?
Read More
STANFORD GRADUATE SCHOOL OF BUSINESS | GSB.STANFORD.EDU/CGRI

9. FOR MORE CORPORATE GOVERNANCE INSIGHTS SENT STRAIGHT
TO YOUR MAILBOX, SIGN UP AT CORPGOVEMAIL.COM