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An unprecedented trip to deliver a message

From Corpocracy: How CEOs and the Business Roundtable Hijacked the World's Greatest Wealth Machine--and How to Get It Back by Robert A.G. Monks. Copyright 2008 by the author. Published by John Wiley & Sons Inc. (www.wiley.com).

ONE DAY IN LATE MAY 2006, John Castellani, the president of Business Roundtable (BRT), drove out to the Rockville, Md., headquarters of Institutional Shareholder Services (ISS) to meet with its CEO, John Connolly. Judging solely by the surface of things, this would not appear to be an extraordinary event. BRT is headquartered on Rhode Island Avenue in Washington, D.C., not more than a half hour away by car or Metro. What's more, the two groups would seem to share common interests.

I founded ISS in 1985 to advise institutional investors on proxy voting and on corporate governance issues. Over more than two decades, much of that time under the innovative ownership of my son, Bobby, ISS has grown into the world's largest such service. Although Bobby sold the company in January 2007, the core mission of ISS remains unchanged: to enhance the interaction between shareholders and companies and to help shareholders manage risk and drive value.

Business Roundtable is older than ISS by 13 years and has far deeper pockets. Formed in 1972 out of the merger of three preexisting organizations, BRT limits its membership to CEOs of leading companies.

Inevitably, tensions arise between the two groups. ISS represents owners, especially the institutional shareholders who tend to be most involved in their ownership stakes. BRT speaks for management, in particular its very top tier.

John Castellani had never visited ISS before, and when he did this time, he wasn't paying a courtesy call. Castellani had driven--or more likely had been driven--the roughly 20 miles between the two headquarters so he could berate John Connolly for ISS's recommendation that Pfizer shareholders withhold their proxy votes from compensation committee members who were involved in approving the pay package for CEO Henry McKinnell. The fact that McKinnell was doubling at the time as Business Roundtable chairman undoubtedly stoked Castellani's fire, but Connolly was not a man to suffer insult lightly.

"Are you threatening me?" he asked Castellani.

"No," the artful BRT head replied. "I'm giving you a message."

What was John Castellani's message? And why had he made this unprecedented trip to ISS's headquarters to deliver it? The answer to those...

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