Council of Institutional Investors

Corporate Governance Master Classes

Part of CII's mission is to educate members about best corporate governance practices. With that goal in mind, CII staff hosts classes covering various corporate governance topics in conjunction with conferences.

Previous In-Person Courses:

31 Flavors of Stewardship: Proxy Voting, Engagement and Sustainability
Monday, March 9, 2020
Mandarin Oriental Hotel, Washington, DC
Click here for outline

Institutional investors are known for taking a wide range of approaches to staffing, managing and executing various aspects of what is broadly categorized as stewardship. This two-hour supplemental session will explore that diversity, including differences between asset owners and asset managers, and differences between funds that predominantly use passive versus active strategies. We will further consider how this increasingly scrutinized aspect of fund management may evolve in the ’20s.

Online Courses:

The cost for each online course is $195/person. Please contact Michael Miller for more information.
Executive Compensation 101 Executive Compensation 201
Originally offered in conjunction with CII's 2015 Fall Conference, Executive Compensation 101 provides a practical introduction to how public companies and their shareholders resolve the question of how management should be paid. Led by practitioners, the class recordings involve a combination of lecture, panel discussion and audience Q&A covering:
  • How to comprehend SEC reporting on compensation practices;
  • Understanding board members’ role and process for determining compensation practices;
  • Funds’ approaches to evaluating executive pay; and
  • Proxy advisers’ analysis of executive compensation practices
The total time commitment is approximately three hours.
Originally offered in conjunction with CII's 2017 Winter Conference, Executive Compensation 201 features eight practitioners who share their expertise on trends and challenges in both designing and monitoring executive compensation. Individual presenters and an investor panel cover:
  • Key changes in executive compensation since the advent of say-on-pay;
  • Goal-setting, metrics and targets;
  • Case studies in problematic goal setting, metrics and targets;
  • Investor reactions to presentations; and
  • Organizing effectively for say-on-pay votes 
The total time commitment is approximately two hours.
Analyzing Proxy Contests Engaging Effectively
Originally offered in conjunction with CII's 2016 Spring Conference, this master class features a trio of corporate governance practitioners using the case-study method to discuss how they evaluated recent proxy contests. This course provides a lens into the factors that drive voting decisions on contests, arguably the most challenging and consequential votes shareholders face. The class covers related issues such as fruitful approaches to pre-vote engagement; understanding the nature of funds' internal co-ordination between proxy voting staff and investment staff; and emerging trends influencing voting decisions.

The total time commitment is approximately two hours.
Originally offered in conjunction with CII's 2016 Fall Conference, this master class explored effective shareholder engagement with portfolio companies. This class centers on how to make ESG engagement productive from the shareholder standpoint, with a particular focus on dialog on governance and executive compensation.

The total time commitment is approximately two hours.
Evaluating Pay for Performance
Performance-based compensation wields the potential to promote, distract from or undermine company objectives. The outcome that ultimately prevails depends largely on specific design features and company circumstances. For proxy voters, portfolio managers and compensation committees, those variables can make separating the wheat from the chaff a daunting exercise.
During this two hour supplemental session, practitioners will share how their views on performance-based pay design are changing, and how they scrutinize pay-for-performance terms to make determinations on whether they contribute to the company’s long-term success. The session will include a broader discussion of future role of performance-based pay in executive compensation, and changes that could strengthen its credibility among institutional investors.