A Center Lane for Governance

Article excerpt

RICHARD H. KOPPES peers at corporate governance through a wide-angle lens. His multipronged perspective on the subject comes from a background as shareholder activist, corporate board member, attorney, and academic.

As general counsel to the massive California Public Employees' Retirement System (CALPERS), a post he left in 1996, Koppes was instrumental in the pension plan's proxy reform activism and activities surrounding other governance issues. Now Koppes, an attorney with Jones Day in San Francisco, advises the firm's corporate clients on governance and shareholder value issues and assists clients on corporate matters including the accountability of executive personnel, proxy issues, executive compensation, and the selection and roles of boards of directors.

When he's not wearing his attorney hat, Koppes coordinates Stanford University Law School's Institutional Investors' Forum and Fiduciary College and serves as a board director for Apria Healthcare Group Inc. and Valeant Pharmaceuticals International. While he admits that his perspective on governance has changed somewhat since his activist days, anyone who thinks that he's flip-flopped is simplifying the issues facing today's companies and shareholders.

"My friends in the institutional activist community haven't sold out totally, and the corporate world hasn't come over to the shareholder perspective completely," he says. "There's a maturing aspect, and I now see the issues from three sides - management, board, and shareholders. The right answers to the issues probably lie in the middle, and that's where I'm at."

CEO compensation is one of the issues Koppes is referring to, and he doesn't see it going away anytime soon. "The average citizen is still pretty outraged about CEO pay," he says, and that's driving another barn-burning issue in governance: "say for pay," which would give shareholders the right to vote on executive compensation. …