Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Paul Washington, the Executive Director of The Conference Board ESG Center, a nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. The Conference Board itself was founded in 1916 and has led the effort to ensure that a more prosperous, resilient world emerges from difficult times by providing Trusted Insights for What's Ahead. Before joining the ESG Center at The Conference Board, Paul served for nearly 20 years as an executive at Time Warner, including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO. Paul has also served on over two dozen boards of cultural, civic, and professional nonprofit organizations, including as the former Chairman of the Society for Corporate Governance. He also served as an adjunct professor at Fordham Law School where he taught corporate governance for over a decade and later served as a Resident Fellow. In this podcast, we discuss some of the key insights from a recent publication from The Conference Board called “The Role of the Board in the Era of ESG and Stakeholder Capitalism.” We also tackle some current trends, including SVB and the banking crisis, the politicization of ESG and the different types of “anti-ESG” backlashes. In addition, we address pass-through voting practices at large institutional investors, geopolitics in the boardroom, and other relevant insights for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com
0:00 -- Intro.
2:00 -- Start of interview.
2:36 -- Paul's "origin story".
4:13 -- On the SVB collapse and current banking crisis.
8:04 -- On his time as a senior executive and corporate secretary at Time Warner (20 years).
11:28 -- About The Conference Board (founded in 1916) and his role as the Executive Director of its ESG Center (founded in 2019).
14:15 -- About their recent article “The Roles of the Board in the Era of ESG and Stakeholder Capitalism” (Feb, 2023). Focus on "the whom" (stakeholders) and "the what" (ESG).
18:40 -- Paul's take on the BRT Restatement of the Purpose of the Corporation (2019) and corporate directors' fiduciary duties under Delaware law.
23:51 -- On improving board evaluations.
27:54 -- Enhancing Board Information and Stakeholder Engagement in the Era of ESG and Stakeholder Capitalism.
30:03 -- Optimizing Board Composition, Structure, and Capabilities in the Era of ESG and Stakeholder Capitalism. "The leadership of your board is more critical than ever."
33:50 -- Incorporating ESG and Stakeholder Interests into Board Business Decisions.
36:02 -- The dangers of greenwashing. "ESG does not eliminate the business cycle."
40:02 -- On the "anti-ESG" backlash. "I would breakdown ESG backlash (resistance) into three components: 1) Healthy skepticism, 2) Philosophical or ideological opposition (the Milton Friedman stance), and 3) Opportunistic opposition: making ESG part of the culture wars: calling it "woke" or "elitist".
"But if the question is re-framed as a question of economic opportunity, fairness and security (the #1 social issues for CEOs per TCB research). That's how you de-fang the opposition." "How can you be against the G in ESG? Do you really want bad governance? No."
44:41-- On large asset managers passing-through voting power to beneficial owners.
48:00-- On geopolitics in the boardroom. "Boards need to do scenario planning."
51:30 -- The books that have greatly influenced his life:
53:57 -- His mentors, and what he learned from them ("in a meeting, park your ego at the door").
55:31 -- Quotes he thinks of often or lives his life by: "I wish to be useful, and every kind of service necessary to the public good becomes honorable by being necessary." ~ Nathan Hale.
56:42 -- An unusual habit or an absurd thing that he loves: "British murder mysteries."
57:30 -- The living person he most admires: his 7-year old son Jacob.
Paul Washington has led The Conference Board ESG Center, a US-based nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. Before joining The ESG Center, he served for nearly 20 years as an executive at Time Warner Inc., including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO.
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You can follow The Conference Board on social media at:
Twitter: @Conferenceboard
LinkedIn: https://www.linkedin.com/company/the-conference-board/
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You can follow Evan on social media at:
Twitter: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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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