Boardroom Governance with Evan Epstein

Stilpon Nestor, Chairman of Nestor Advisors: The Outsider.

Episode Summary

Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stilpon Nestor, the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021. He has advised the boards of some of the largest companies and financial institutions in the EU and emerging markets across a variety of sectors. He supported the board evaluation of the World Bank Group in 2018 and the European Investment Bank in 2019 and has led governance assessments in large NGOs such as the Global Fund. Until March of 2002, Stilpon was the Head of the Corporate Affairs Division at the OECD, leading the team which produced the global corporate governance benchmark, the OECD Principles of Corporate Governance. In this podcast, we talk about his professional career as a corporate governance advisor. We also address the debate of the purpose of the corporation, stakeholder governance, ESG and sustainability, the rise of private markets, family businesses, the conflict in Ukraine and its impact on corporate boards (in Europe and elsewhere), among other relevant corporate governance matters. 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

Episode Notes

0:00 Intro.

1:42 Start of interview

2:26 Stilpon's "origin story". He grew up in Greece and studied law at the University of Thessaloniki. He later got an LLM at Harvard Law School. He practiced corporate law in Greece, but left the country permanently in the mid 1980s. He joined the OECD where he became the first Head of the Corporate Affairs Division. In that position, he lead the team which produced the OECD Principles of Corporate Governance (1999). "The corporate governance issues were very linked to the privatization issues at the time." He later left the OECD in Paris to London, where he started his own firm.

9:36 The origin of his firm Nestor Advisors in 2002. "The idea was to advise companies and their boards on corporate governance matters, since they needed the advice." "The focus initially was on emerging markets, then on OECD markets." Banking is the core sector that they address ("at least 2/3 of our clients are banks.") "Personally, my two areas of focus are the private family, and the banks."

14:15 On the acquisition of Nestor Advisors by Morrow Sodali in 2021. "The sale of Nestor Advisors was always part of my horizon for two reasons: 1) I wanted an exit, and 2) the firm needed to be a part of something bigger in order to go to the next level."

18:04 On the debate of the purpose of the corporation (the shareholder vs stakeholder debate). The BRT '19 restatement that reignited the debate in the U.S. (see Marty Lipton vs Bebchuk). "Milton Friedman said that the social responsibility of the corporation was to increase profits, and that is not a purpose (it's a responsibility)." "The first responsibility for a private economic institution like a corporation is indeed to be profitable (if it's not profitable over time, it goes down and it will not achieve any other purpose." "The process for a company outlining its purpose might be a useful thing, for its strategic focus and as a communications tool."

24:47 On ESG: "the European approach is different to the US. The latter has more of a market approach with pressure from institutional investors and other market actors, whereas the EU is treating this more as an issue of regulation. There is emerging set of rules that are quite tough, such as with the new directive on disclosure of sustainability, disclosure on how to get to net-zero for investors, EU taxonomy of sustainable activities, the obligation of companies to do due diligence on everything that has to do with sustainability.

29:33 On companies withdrawing from Russia due to the conflict in Ukraine. (see Jeffrey Sonnenfeld's list from Yale, over 400 companies have withdrawn at the time of this writing). Example of Raiffeisen Bank (largest foreign bank in Russia).

32:36 How in the current environment CEOs have to make more "geopolitical" decisions or deal with "stakeholder issues" that impact society. "They have become mini statesmen or stateswomen." "I am skeptical about whether these kind of decisions should be put on the shoulders of CEOs and boards, at what point will they loose their purpose?" "I have a fear that we are putting an enormous amount of power in the hands of CEOs and corporations because we expect them to become statesmen/stateswomen." "I am reading this in a pessimistic way, it's a weakening of public institutions in the U.S."

36:23 How the practice of corporate governance has changed in the last 20 years particularly given the current trends of CEO/boards "managing externalities." ("corporations are not anymore simple economic institutions") [Here is a good WSJ article on this subject].

39:10 On governance of private companies and the rise of private markets [in the U.K. and E.U.] The LSE's allowance of dual-class stock to attract new listings.

44:46 New board trends highlighted by Stilpon:

"After the financial crisis, and for the last 20 years, we have seen boards face more demands to become more intrusive. This has increased particularly in the financial sector." "European boards are loosing the strategy perspective, and I think the pendulum has swung too far. We will start seeing boards act with more reflection in times of radical uncertainty."
"The pandemic gave boards the opportunity to review their working methods, now we see more "monochromatic" meetings: small focused seminars/meetings on specific and strategic areas." "I call this the distributed board model." "You break up the agenda into reflection chunks."
"With all the technology changes, boards will be in a position to challenge the assumptions that AI or other data sources will provide."

49:12 Stilpon's favorite books :

Democracy in America, by Alexis de Tocqueville (1830s) "He did not shy away from finding the worst and the best, and how these two combine - it's amazingly current."
Markets and Hierarchies (1975) and The Economic Institutions of Capitalism (1985), by Oliver E. Williamson.
On the Road, by Jack Kerouac (1957).

51:00 - Who were your mentors, and what did you learn from them?

Robert Clark, at Harvard Law School.
Ira Millstein, from Weil Gotshal & Manges. "He taught me perseverance."
His mother, who was a Professor of Anthropology "she taught me all I know about focusing on the clarity of language."

53:04 - Are there any quotes you think of often, or live your life by?

From 8th century BC, a pre-Socratic saying: "Pan Metron" "You need measure"
From the Rolling Stones: "You can't always get what you want, but if you try sometimes you'll get what you need." "This has been a motto in my life."

53:47 - An unusual habit or an absurd thing that he loves: He washes the dishes and pans first thing in the morning.

54:19 - The living person he most admires: Bob Bylan. [Stilpon is a also a musician, and he's recorded 5 albums! Check it out]

Stilpon Nestor is the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021.

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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