Keynote Address for the ICGN Conference

VEA Chair Nell Minow gave the keynote address at ICGN’s 30th anniversary conference in New York on July 18, 2025. Her remarks:

It is a great honor to be here and I want to begin with my thanks for the invitation and especially for the extraordinary support Jen and ICGN have provided in our struggles to respond to the US attacks on shareholder rights and good corporate governance. I also appreciate the lovely tribute to Bob Monks, who would be so proud of all you have done.

As we celebrate the 30th anniversary, I want to remind you of how far we have come. I will begin with Bob’s light bulb moment. He was driving by a polluted river and asked himself, “Who wants this?” Not the community, not the local or federal government, not the customers or shareholders of the company dumping toxic chemicals into the water. And then he realized he was responsible. As the Chair of an investment firm, he was managing accounts holding shares in that company and routinely voting in favor of everything the board put on the proxy card for approval.

Bob had a unique perspective. In addition to heading up an investment firm, he had been CEO of an oil company, a board member of one of the largest financial services firms in the world, and served in government, including as an aide to Vice President, George H.W. Bush. He realized that the new world of institutional investors had created for the first time a chance for true capitalism, with accountability to the ideal, big, smart, fiduciary representatives of long-term public good.

Back then there was a New Yorker cartoon with a woman raising her hand at an annual shareholder meeting, and one of the executives whispering to another, “This is the part of capitalism I hate.”

When Bob and I founded Institutional Shareholder Services, the big complaint from corporate insiders was that investors were too short term. The volatility of the hostile takeover era led to claims that investors never looked beyond the next quarter. 40 years later, the complaint about our focus on sustainability and resilience is that we are too long term. This reminds me of the story of the baseball manager who said, “We can’t win any home games and we can’t win any away games. So all we need is to find another place to play.”

In those days, O.J. Simpson served on five public company boards. He was on the audit committee on one of them. There was just one other member of the audit committee and he didn’t know anything about financial reporting either. Opera singer Beverly Sills was on a board. Several people, mostly former government officials, served on as many as 10 boards. Former Secretary of Defense Frank Carlucci served on a whopping 37 boards, averaging a board meeting a day. Corporate directors often said their job was to act in case of emergency. When one of them told me that, I responded, “No, you are there to prevent emergency.”

As for investors, many followed the Wall Street Rule: vote with management or sell the shares. And, as has been repeatedly documented, portfolio managers voted contrary to shareholder interest if the company was a client. This was before Deutsche Bank got in trouble for accepting $1 million to change their vote on the HP merger. It was also before institutional investors had to disclose their votes.

Corporate executives knew how institutional investors voted before the annual meeting and would call to pressure or cajole them. You know who never knew how their fiduciaries voted? The beneficial holders. Bob was instrumental in reversing both policies.

SEC rules prevented shareholders from communicating with one another without enormous and expensive burdens. And if you quoted, say, the Wall Street Journal in your communications, they made you say that the paper did not support anything you were saying.

Most of the information we got from companies was GAAP reporting. That is a system that is more than a century old, and while it is continually being revised, it still is a lot better at valuing hard assets and expected revenues than intellectual property, human capital, or risk.

Here are some of the most important things I have learned since then:

Five takeaways for you to start working on:

Borders have been transcended. We could make the best possible environmental rules in the US, but we’d still be breathing the air from the other side of the world tomorrow. Only global entities can address global problems, and that means you.

There are too many layers and not enough transparency between beneficial holders and fiduciaries.

As we have heard over and over in this conference, fiduciaries need to operate at the forest level, not the trees. It’s about systemic risk and return.

We have to adapt our vocabulary as needed. The terms ESG and DEI may disappear but they are just the first step for the risk and return assessments we will continue to develop. And as ICGN keeps reminding us, G is key.

When corporate executives and directors push back on shareholder proposals and proxy voting, we need to demand records like board meeting agendas, meet with the nominating committee, and in extreme cases deny them a quorum.

I have to quote one more movie: “With great power comes great responsibility.” You are the ideal, smart, diligent, long-term investors. There is no better guardian of not just the beneficial holders but of the public good than the members of this group and I am proud beyond words to have an opportunity to thank you for all you do.