Page 47

Best Practice | Board Governance a pledge to uphold the principles at their own companies. The group expanded from the original signers and is now almost double the size. At Columbia Law School’s Ira M. Millstein Center for Global Markets and Corporate Ownership, we have partnered with the leaders of the Commonsense Principles to foster this critical dialogue and advance the ball to benefit investors, public companies and the broader American public, all of whom are impacted by the decisions made in boardrooms in the US and around the world.5 Through our engagement with business leaders on the toughest decisions they are facing in the boardroom and our academic research on these issues, we have learned how critical it is to have a baseline of core principles to guide the discussion. Identifying these best practices and bringing academic rigour to the process is core to our mission and we believe that the Commonsense Principles 2.0 make important progress to that end.

The original Commonsense Principles

When they were first issued in 2016, the Commonsense Principles of Corporate Governance contributed to the broader conversation on a number of topics.6 The authors did not seek to opine on every issue of importance in the boardroom. Instead, they aimed to understand where there was broad consensus that could set the baseline for ongoing discussions among constituencies with different points of view. By putting their ideas in one place with such broad authorship, they reframed the conversation from advancing individual perspectives to collectively advancing the interests of all Through our stakeholders over the long term. The initial principles touched engagement on topics ranging from board with business composition and independence to a board’s active engagement leaders on and access to leadership and the toughest information. Going beyond the boardroom, they noted the decisions they for thoughtful practice are facing in the need around the frequency of earnings boardroom and guidance and laid out best practices for investor engagement our academic with corporate leaders, including research on both management and the board, to help inform sound these issues, decision-making. we have learned With the caveat that the recommendations were not meant how critical to be absolute, and a recognition it is to have a that the significant variation baseline of among public companies would inevitably and appropriately core principles be reflected in their approach to guide the to corporate governance, the Commonsense Principles included discussion the following key points:

Spring 2019 | Ethical Boardroom 47

Profile for Ethical Boardroom

Ethical Boardroom Spring 2019