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WOMEN ON BOARDS Professor Douglas Branson University of Pittsburgh University of Pittsburgh NO SEAT AT THE TABLE NO SEAT AT THE TABLE NO SEAT AT THE TABLE NO SEAT AT THE TABLE H How Corporate Governance How Corporate Governance H C C t


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SLIDE 1

WOMEN ON BOARDS

Professor Douglas Branson

University of Pittsburgh University of Pittsburgh

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SLIDE 2

NO SEAT AT THE TABLE NO SEAT AT THE TABLE NO SEAT AT THE TABLE NO SEAT AT THE TABLE

H C t G H C t G How Corporate Governance How Corporate Governance and Law Keep Women Out and Law Keep Women Out and Law Keep Women Out and Law Keep Women Out

  • f the Boardroom
  • f the Boardroom
  • f the Boardroom
  • f the Boardroom

NYU Press NYU Press – – 2007 2007

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SLIDE 3

University of Auckland University of Auckland August 15, 2008 August 15, 2008 By: Douglas M. Branson By: Douglas M. Branson W Ed d S ll Ch i i B i L W Ed d S ll Ch i i B i L

  • W. Edward Sell Chair in Business Law
  • W. Edward Sell Chair in Business Law

University of Pittsburgh University of Pittsburgh Pittsburgh, Pennsylvania, USA Pittsburgh, Pennsylvania, USA Permanent Senior Fellow (Law) Permanent Senior Fellow (Law) U i it f M lb U i it f M lb University of Melbourne University of Melbourne Victoria, Australia Victoria, Australia

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“We Have Seen Perfection and It Is Us” “We Have Seen Perfection and It Is Us” We Have Seen Perfection and It Is Us We Have Seen Perfection and It Is Us

  • Pogo

Pogo g

►Reinier

Reinier Kraakman Kraakman & Henry & Henry Hansmann Hansmann, , “The End of History for Corporate “The End of History for Corporate The End of History for Corporate The End of History for Corporate Law,” 89 Georgetown Law Journal 439 Law,” 89 Georgetown Law Journal 439 (2000). (2000).

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SLIDE 5

PRI OR PUBLI CATI ONS PRI OR PUBLI CATI ONS PRI OR PUBLI CATI ONS PRI OR PUBLI CATI ONS

DOUGLAS M BRANSON CORPORATE GOVERNANCE DOUGLAS M BRANSON CORPORATE GOVERNANCE

► DOUGLAS M. BRANSON, CORPORATE GOVERNANCE

DOUGLAS M. BRANSON, CORPORATE GOVERNANCE (1993)(SUPPLEMENTED) (1993)(SUPPLEMENTED) CORPORATE GOVERNANCE PROBLEMS (1997) CORPORATE GOVERNANCE PROBLEMS (1997)

► CORPORATE GOVERNANCE PROBLEMS (1997)

CORPORATE GOVERNANCE PROBLEMS (1997)

► UNDERSTANDING CORPORATE LAW (1999)(2d ed. 2004)(3

UNDERSTANDING CORPORATE LAW (1999)(2d ed. 2004)(3rd

rd ed.

ed. forthcoming 2009) forthcoming 2009) forthcoming 2009) forthcoming 2009)

► BOARDROOM CHRONICLES (2002)

BOARDROOM CHRONICLES (2002)

► QUESTIONS AND ANSWERS: BUSINESS ORGANIZATIONS (2004)

QUESTIONS AND ANSWERS: BUSINESS ORGANIZATIONS (2004)

► BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE &

BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE & , POLICY (2008) POLICY (2008)

► THE LAST MALE BASTION; THE CEO SUITE IN AMERICA’S

THE LAST MALE BASTION; THE CEO SUITE IN AMERICA’S ; PUBLIC COMPANIES AND GENDER (2008) PUBLIC COMPANIES AND GENDER (2008)

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SLIDE 6

I NSPI RATI ON I NSPI RATI ON I NSPI RATI ON I NSPI RATI ON

1 1

Wh th B t M f th J b i W Wh th B t M f th J b i W

1. 1.

Why the Best Man for the Job is a Woman Why the Best Man for the Job is a Woman

2. 2.

Be Your Own Mentor Be Your Own Mentor

3 3

Pla like a Man Win like a Woman Pla like a Man Win like a Woman

3. 3.

Play like a Man, Win like a Woman Play like a Man, Win like a Woman

4. 4.

Play Hardball Play Hardball

5 5

Breaking the Glass Ceiling (2) Breaking the Glass Ceiling (2)

5. 5.

Breaking the Glass Ceiling (2) Breaking the Glass Ceiling (2)

6. 6.

Smashing the Glass Ceiling Smashing the Glass Ceiling

7 7

Nice Girls Don’t Get The Corner Office Nice Girls Don’t Get The Corner Office

7. 7.

Nice Girls Don’t Get The Corner Office Nice Girls Don’t Get The Corner Office

8. 8.

Going to the Top Going to the Top

9 9

Same Game Different Rules Same Game Different Rules

9. 9.

Same Game, Different Rules Same Game, Different Rules

10.

  • 10. Women Don’t Ask

Women Don’t Ask

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SLIDE 7

AND AND AND AND

11.

  • 11. Off

Off-

  • Ramps and On

Ramps and On-

  • Ramps

Ramps

12.

  • 12. Skirt Rules!

Skirt Rules!

13.

  • 13. Seducing the Boys Club

Seducing the Boys Club

14 14

Get to Work Get to Work – A Call to Arms for Women of the A Call to Arms for Women of the

14.

  • 14. Get to Work

Get to Work – A Call to Arms for Women of the A Call to Arms for Women of the World World

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SLIDE 8

EXPECTATI ONS EXPECTATI ONS EXPECTATI ONS EXPECTATI ONS

► Law

Law – – Matriculates Matriculates MBA MBA – – Degrees Degrees

► 22.9%

22.9% -

  • 1977

1977 11.6% 11.6% -

  • 1976

1976

► 28.1%

28.1% -

  • 1979

1979 19.2% 19.2% -

  • 1979

1979

► 37%

37% - 1984 1984 Mid 20s Mid 20s - late 80s late 80s

► 37%

37% - 1984 1984 Mid 20s Mid 20s - late 80s late 80s

► 42.6%

42.6% -

  • 1995

1995 36.9% 36.9% -

  • 1995

1995

► 48.3%

48.3% -

  • 2002

2002 39.8% 39.8% -

  • 2000

2000

40.7% 40.7% -

  • 2001

2001 Jean Kirkpatrick Jean Kirkpatrick – 1980 1980 Sandra Day O’Connor Sandra Day O’Connor -

  • 1981

1981

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REPORTED NUMBERS REPORTED NUMBERS REPORTED NUMBERS REPORTED NUMBERS

1 1

W 12% f l l d W 12% f l l d

1. 1.

Women are 12% of upper level managers and Women are 12% of upper level managers and 4% of bylaw officers. They are 2.3% of CEOs in 4% of bylaw officers. They are 2.3% of CEOs in the Fortune 1000. the Fortune 1000. the Fortune 1000. the Fortune 1000.

2. 2.

They are only 7% of the equity partners and They are only 7% of the equity partners and 15.6% of all law firm partners. 15.6% of all law firm partners. p

3. 3.

Catalyst, Inc., reports that women are 14.6% of Catalyst, Inc., reports that women are 14.6% of Fortune 500 directors, up from 11.2 % in 2001 Fortune 500 directors, up from 11.2 % in 2001 and down from 14 7 plus percent in 2005 and down from 14 7 plus percent in 2005 and down from 14.7 plus percent in 2005. and down from 14.7 plus percent in 2005.

4. 4.

The Conference Board reports that of 662 The Conference Board reports that of 662 publicly held firms (all sizes) 36% of the publicly held firms (all sizes) 36% of the publicly held firms (all sizes), 36% of the publicly held firms (all sizes), 36% of the manufacturers and 31% of services firms have manufacturers and 31% of services firms have no female directors. no female directors.

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SLIDE 10

THE REALI TY THE REALI TY THE REALI TY THE REALI TY

► Eight percent in 2001 and 10.7 percent in 2005 of

Eight percent in 2001 and 10.7 percent in 2005 of Fortune 500 directors are women (compare Fortune 500 directors are women (compare directors verses directorships). directors verses directorships).

► There were 5,821 directors in 2001 and 5,161 in

There were 5,821 directors in 2001 and 5,161 in , , , , 2005. 2005.

► 51.2% of Fortune 500 corporations have either no

51.2% of Fortune 500 corporations have either no

► 51.2% of Fortune 500 corporations have either no

51.2% of Fortune 500 corporations have either no women directors or a token (2005). women directors or a token (2005).

► There were only 9 inside women directors in 2001

There were only 9 inside women directors in 2001

► There were only 9 inside women directors in 2001

There were only 9 inside women directors in 2001 and 11 in 2005. and 11 in 2005.

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SLIDE 11

Does the Glass Ceiling Still Exist? Does the Glass Ceiling Still Exist? Does the Glass Ceiling Still Exist? Does the Glass Ceiling Still Exist?

Indirect evidence: the vast increase in women trophy Indirect evidence: the vast increase in women trophy

Indirect evidence: the vast increase in women trophy Indirect evidence: the vast increase in women trophy directors, from 30 in 2001 to 79 in 2005. directors, from 30 in 2001 to 79 in 2005.

► 2001: Anne McLaughlin

2001: Anne McLaughlin Korologos Korologos & Jackie Ward (9 & Jackie Ward (9

► 2001: Anne McLaughlin

2001: Anne McLaughlin Korologos Korologos & Jackie Ward (9 & Jackie Ward (9 each); Rosanne Ridgeway (8). each); Rosanne Ridgeway (8).

► 2005: Susan

2005: Susan Bayh Bayh (8); Barbara Bowles, Bonnie Hill, Shirley (8); Barbara Bowles, Bonnie Hill, Shirley

► 2005: Susan

2005: Susan Bayh Bayh (8); Barbara Bowles, Bonnie Hill, Shirley (8); Barbara Bowles, Bonnie Hill, Shirley Jackson & Jackie Ward (7 each). Jackson & Jackie Ward (7 each).

► Newest Species: the academic trophy director (17).

Newest Species: the academic trophy director (17).

► Indirect Evidence that the Glass Ceiling Still Exists

Indirect Evidence that the Glass Ceiling Still Exists (Sidesteps): 68 % of women who hold board seats side (Sidesteps): 68 % of women who hold board seats side stepped from law consulting academe government not stepped from law consulting academe government not stepped from law, consulting, academe, government, not stepped from law, consulting, academe, government, not- for for-

  • profits, etc.; they did not rise vertically through

profits, etc.; they did not rise vertically through positions in business positions in business

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SLIDE 12

Important New Title: Alice H. Eagly & Linda L. Important New Title: Alice H. Eagly & Linda L. Carli, “Women and the Labyrinth of Carli, “Women and the Labyrinth of , y , y Leadership,” )(Harvard Bus. Books) Leadership,” )(Harvard Bus. Books) (forthcoming Oct 2007) (forthcoming Oct 2007) (forthcoming Oct. 2007). (forthcoming Oct. 2007). Lead Article, September, 2007, Harvard Bus. Lead Article, September, 2007, Harvard Bus. Rev. Rev. Rev. Rev.

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The “How To” Advice I s Usually The “How To” Advice I s Usually Dead Wrong Dead Wrong

► The best chance of being a woman director is to be a

The best chance of being a woman director is to be a

► The best chance of being a woman director is to be a

The best chance of being a woman director is to be a tenured professor in law, business or the health sciences at tenured professor in law, business or the health sciences at an elite university (14 female Harvard professor held 23 an elite university (14 female Harvard professor held 23 t i 2001)(I L f h ld 40 t i 2001)(I L f h ld 40 seats in 2001)(Ivy League women professors held 40 seats in 2001)(Ivy League women professors held 40 board seats in 2005). board seats in 2005).

► While 18.3% list their endeavor as business, 17.2% of

While 18.3% list their endeavor as business, 17.2% of , women directors list university professor as their calling. women directors list university professor as their calling.

► Be patient but not passive, work your way upward in the

Be patient but not passive, work your way upward in the business world? 37 2 % of women directors come from business world? 37 2 % of women directors come from business world? 37.2 % of women directors come from business world? 37.2 % of women directors come from not not-

  • for

for-

  • profits, academe, or government.

profits, academe, or government.

► Adding in law and consulting, 68 % of women “sidestep”

Adding in law and consulting, 68 % of women “sidestep” into

  • po

te di e to hip into

  • po

te di e to hip into corporate directorships. into corporate directorships.

► In 2006, only 32 % ascended vertically, from positions in

In 2006, only 32 % ascended vertically, from positions in publicly held businesses. publicly held businesses. p y p y

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SLIDE 14

The Leaky Pipe Syndrome The Leaky Pipe Syndrome The Leaky Pipe Syndrome The Leaky Pipe Syndrome

W h b 35 W h b 35 40% f h MBA 40% f h MBA

► Women have been 35

Women have been 35-40% of the MBAs 40% of the MBAs and 40 and 40-

  • 50% of the law graduates for 20 ore

50% of the law graduates for 20 ore b h f h b h f h more years now, but they are 11% of the more years now, but they are 11% of the directors, 7% of equity partners, 4 percent directors, 7% of equity partners, 4 percent

  • f the senior executives and 1.6 of the
  • f the senior executives and 1.6 of the

CEOs. CEOs.

WHY? WHY?

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SLIDE 15

Outright Discrimination Outright Discrimination Outright Discrimination Outright Discrimination

1. 1.

Retaliation (25,000 EEOC gender discrimination Retaliation (25,000 EEOC gender discrimination letters to sue issued per year). letters to sue issued per year).

2. 2.

Hostile mid and upper level work environments. Hostile mid and upper level work environments.

3. 3.

Sandbagging upwardly mobile women. Sandbagging upwardly mobile women.

3. 3.

Sandbagging upwardly mobile women. Sandbagging upwardly mobile women.

4. 4.

RIFs and mini RIFs. RIFs and mini RIFs.

5 5

New bosses New bosses

5. 5.

New bosses. New bosses.

6. 6.

Application of stereotypes (too feminine, too Application of stereotypes (too feminine, too l d b b ll b d l d b b ll b d masculine, secondary earner bias, bully broad, masculine, secondary earner bias, bully broad, iron maiden, queen bee, ice queen, and more). iron maiden, queen bee, ice queen, and more).

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SLIDE 16

The Price of Motherhood The Price of Motherhood

Two wage earner families increased but have begun to decline: 23% Two wage earner families increased but have begun to decline: 23% in 1960 60% in 1995 and 50% in 2005 in 1960 60% in 1995 and 50% in 2005 in 1960, 60% in 1995, and 50% in 2005. in 1960, 60% in 1995, and 50% in 2005.

Women with a single child and no time on the mummy track will earn Women with a single child and no time on the mummy track will earn 99% of the comparable male at 40; women with more than one child 99% of the comparable male at 40; women with more than one child 99% of the comparable male at 40; women with more than one child 99% of the comparable male at 40; women with more than one child and additional time will earn 60% (Stanford, Michigan studies) at age and additional time will earn 60% (Stanford, Michigan studies) at age 40. 40.

Part time work is stigmatized (“recreational”); a request for flex Part time work is stigmatized (“recreational”); a request for flex scheduling flex scheduling is termed “ scheduling flex scheduling is termed “hari hari karri.” karri.”

Eight percent of women remained childless in 1950, 10% in 1976, and Eight percent of women remained childless in 1950, 10% in 1976, and 20% in 2005. 20% in 2005.

► The number of stay

The number of stay-

  • at

at-

  • home mothers has increased 13% since the mid

home mothers has increased 13% since the mid 1990s. 1990s.

► Of women partners in large Chicago law firms, 60 % have no children.

Of women partners in large Chicago law firms, 60 % have no children.

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SLIDE 17

Work/ Life I ssues Work/ Life I ssues Work/ Life I ssues Work/ Life I ssues

T b C i li T b C i li 24/7 f i l 24/7 f i l

► Turbo Capitalism

Turbo Capitalism – 24/7, face time, travel 24/7, face time, travel and weekend work and weekend work

► Quality of life: housekeeping goes first,

Quality of life: housekeeping goes first, followed by laundry, cooking, and followed by laundry, cooking, and y y, g, y y, g, recreation. recreation.

► Opting Out: only 38% of female Harvard

Opting Out: only 38% of female Harvard

► Opting Out: only 38% of female Harvard

Opting Out: only 38% of female Harvard MBAs (1985 MBAs (1985-

  • 1991) are working full time

1991) are working full time after 15 after 15-20 years; only 20% from less 20 years; only 20% from less after 15 after 15-20 years; only 20% from less 20 years; only 20% from less prestigious schools. prestigious schools.

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A DI FFERENT REGI STER A DI FFERENT REGI STER A DI FFERENT REGI STER A DI FFERENT REGI STER

1. 1.

Avoidance of imperatives/use of indirect Avoidance of imperatives/use of indirect interrogatories. interrogatories. g

2. 2.

Increased use of modal verbs. Increased use of modal verbs. U f h d U f h d

3. 3.

Use of hedges. Use of hedges.

4. 4.

Rising intonations in declaratory Rising intonations in declaratory

4. 4.

Rising intonations in declaratory Rising intonations in declaratory sentences. sentences.

5

Silence and q iescence in face of Silence and q iescence in face of

5. 5.

Silence and quiescence in face of Silence and quiescence in face of adversarial stances. adversarial stances.

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SLIDE 19

Legacy of Tokenism/ Skewed Legacy of Tokenism/ Skewed Groups Groups

Boundary heightening by the dominants: stereotype the Boundary heightening by the dominants: stereotype the

Boundary heightening by the dominants: stereotype the Boundary heightening by the dominants: stereotype the tokens (too emotional, a woman, intuitive versus tokens (too emotional, a woman, intuitive versus analytical) and emphasize their similarities (cement analytical) and emphasize their similarities (cement th l t th ) th l t th ) themselves together). themselves together).

Performance pressures on the token (only black, only Performance pressures on the token (only black, only woman. woman.

Coping strategies: Coping strategies:

1. 1.

Become invisible. Become invisible. h h f h h f

2. 2.

Be the mother figure. Be the mother figure.

3. 3.

Become one of the boys. Become one of the boys.

4

Be the butt of humor or the clown Be the butt of humor or the clown

4. 4.

Be the butt of humor, or the clown. Be the butt of humor, or the clown.

5. 5.

Queen bee syndromes. Queen bee syndromes.

6. 6.

Become the mascot. Become the mascot.

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SLIDE 20

Secondary Sex Discrimination Secondary Sex Discrimination Secondary Sex Discrimination Secondary Sex Discrimination

The half hour versus the hour interview. The half hour versus the hour interview.

Continued reliance on the corporate “promotion Continued reliance on the corporate “promotion p p p p tournament.” tournament.”

Subjective promotion processes (“the law of Subjective promotion processes (“the law of

Subjective promotion processes ( the law of Subjective promotion processes ( the law of inverse certainty”). inverse certainty”).

“Rank and yank” rating schemes “Rank and yank” rating schemes

Rank and yank rating schemes. Rank and yank rating schemes.

The long hours and the maximum face time The long hours and the maximum face time norms norms norms. norms.

Absence of alumnae and welcome back programs Absence of alumnae and welcome back programs

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A Tale of 3 Women A Tale of 3 Women A Tale of 3 Women A Tale of 3 Women

1. 1.

Bernadette Healy at the American Red Bernadette Healy at the American Red Cross. Cross.

2. 2.

Carleton Fiorina at Hewlett Carleton Fiorina at Hewlett-

  • Packard.

Packard. Jill B d t M tt l T I Jill B d t M tt l T I

3. 3.

Jill Barad at Mattel Toy, Inc. Jill Barad at Mattel Toy, Inc. Walking the tightrope Walking the tightrope – – not one paradigm but not one paradigm but a shifting changing ta get o model The a shifting changing ta get o model The a shifting, changing target or model. The a shifting, changing target or model. The advice books are wrong again. advice books are wrong again.

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SLIDE 22

B li t i li fi i l i t il f d B li t i li fi i l i t il f d Boo lists: airlines, financial services, retail, food Boo lists: airlines, financial services, retail, food products. products. No “market reciprocity”: Campbell's Soup (2 of 16) No “market reciprocity”: Campbell's Soup (2 of 16) No market reciprocity : Campbell s Soup (2 of 16), No market reciprocity : Campbell s Soup (2 of 16), Hershey's (1 of 11), Nike (1 of 11), and McDonalds Hershey's (1 of 11), Nike (1 of 11), and McDonalds (2 of 15). (2 of 15). ( ) ( ) Honor role: SBC (6), Wells Fargo (5), Boise Cascade Honor role: SBC (6), Wells Fargo (5), Boise Cascade (4). (4). Trickle downs: Xerox (5), Avon (5), Golden West Trickle downs: Xerox (5), Avon (5), Golden West Financial (5). Financial (5). Boo list 2005: computer hard and software media Boo list 2005: computer hard and software media Boo list 2005: computer hard and software, media. Boo list 2005: computer hard and software, media. But: Nike (2 of 11 in 2005). But: Nike (2 of 11 in 2005).

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Australia Addendum Frances Anderson – LL.M. Candidate

I S&P/ASX 200 I d i h ld 8 65% f

► In S&P/ASX 200 Index companies, women hold 8.65% of

directorships.

► Number of women is less (but not much less) than ► Number of women is less (but not much less) than

positions held: 26 women hold 64 board positions; 2 hold 4, 8 hold 3, and 16 hold.

► Ninety women hold 128 of 1479 positions available

(6.1% ).

► 97 of 200 companies have no women directors ► 97 of 200 companies have no women directors. ► Financial & Property Trusts (35); Consumer Discretionary

(25); Materials (15). (25); Materials (15).

► Boo list: Utilities & Healthcare (5 each);

Telecommunications (4); Information Technology (2).

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SLIDE 24

FI NI SH FI NI SH