LEVEL ONE

Separation of
Ownership and Control

LEVEL TWO


CalPERS

LEVEL THREE


SAC /LENS

How Ownership
rights are expressed		Exit (selling out)Ask (shareholder
proposals, negotiations)		Participation
When they are
expressed		After the factAfter the factPrevention
Relationship between
owners and managers		NoneAd hocPartnership
Nature of the BoardSelected by CEOSelected by CEO
(sometimes according
to minimal criteria
for independence)		Selected with input
from shareholders
Robert A.G. Monks
LENS, Inc.

Columbia University
The Institutional Investor Project
May 6-7, 1993


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