By Ms. JD Editor • April 12, 2021•Ms. JD
Excerpts of an interview conducted by Ms. JD Fellow Lisa J. Cole on March 09, 2021.
“You need heat and light. And by that I mean you need pressure, but you can also educate.”
Please briefly introduce yourself. Who you are and what you do?
I’m Michele Coleman Mayes and I am General Counsel for the New York Public Library. I’ve been in this position just about eight and a half years.
What do you do as General Counsel for the New York Public Library? What is a normal day in the life?
There is no such thing as a normal day at the library, as hard as that may be to believe. It’s everything from answering inquiries from patrons - sometimes on privacy, sometimes complaining about a sculpture that’s in the lobby, you name it. Then we have donor agreements that we negotiate and lots of issues arising out of copyright laws. As we digitize to deliver services, this comes with its own unique issues. We have a lot of large contracts as we spend millions of dollars to acquire books or e-books, so we have many vendors that we contract with. And then of course there’s the governance around the Board of Trustees. It’s a very large board —we have 42 members.
That seems to be a larger Board of Trustees than a typical company, true?
Sure. For a public company it would never have a board as large as we have here. There’s a very different reason for having boards for not-for-profits. Yes, they’re fiduciaries but it’s also a donor board. Some of our biggest donors are on the board. In a public company, as I say , the boards are smaller, and you pay them. In the not-for-profit sector, the boards are larger, and the members hopefully, contribute to you.
Before serving as General Counsel at the New York Public Library, you were General Counsel at Allstate, is that correct?
Yes. And before that Pitney Bowes and before that Deputy General Counsel at Colgate -Palmolive.
How does your role as General Counsel look different at a company like Allstate, a publicly traded company, compared to the New York Public Library?
There are some things that are very similar. Even when I talk about the boards being different, both types of boards still have fiduciary obligations. Because they are expected to oversee institutions, they’re going to be front and center if a given institution gets into difficulty. There are other similarities. However, public companies have shareholders;, these are individuals or organizations that have given money to the company, in essence, when they purchase stock. They have very different expectations as investors, as compared to donors who contribute to an entity because they believe in its mission.
Is it part of your job to influence your company, whether it be Allstate or the Library, to conduct better business practices?
Yes. I am one of the gatekeepers, if you will, to determine that laws are being complied with. But it’s not just my responsibility - you cannot have enough lawyers. Nevertheless, you want to make sure that the right guidelines are in place, the right policies are in place, the right processes are in place so that employees have sufficient guidance and direction as to what is expected of them. When an employee violates those policies, you want to ensure they are held accountable. Ideally, you have an environment or culture, where employees are encouraged to ask questions whenever they are in doubt, the sooner the better, rather than winging it and seeking forgiveness.
Who at the company gets to decide what the brand reputation or culture is going to be? We hear often about the “tone at the top” but is it the CEO, C suite, the Board of Directors?
You know that’s something that is evolving . . . And when you look at that issue, certainly the CEO and the remainder of the C-suite (and that is made up of your senior most executives). It can start there, but I know some of this bubbles up. If you look at what happened during the protests this past summer, those were not necessarily discussions that started in the boardroom or even the executive suite. Those started in newspapers, on social media, in communities and in company affinity groups. The killing of George Floyd placed a gaping wound in front of millions of people and they could not avert their eyes quickly enough. And I think companies were reacting more than being proactive. They were forced to listen to the ground swell of criticisms and questions such as , “Are black and brown people really in high enough numbers in the workforce at your company? Are they on your Board of Directors?” That wasn’t starting in the C suite. It should have since these issues have been around for decades. This past summer there was more external pressure than there was internal.
That external pressure, we’re talking about societal pressures, but really that’s customers? That’s companies’ customers who are applying that pressure to do better?
I think the voices of customers are very important. If you notice, many of the insurance companies over this past year reduced premiums because people were losing jobs; they weren’t driving as much. Many weren’t able to sustain their past standard of living. They might have been drawing unemployment if they were fortunate enough to qualify. You could say that the companies did this because they were paying fewer claims, maybe. But I think, again, pressure also probably came from the outside questioning, “How much money do you really need to make when people, your customers are in this much pain through no fault of their own?”
It sounds like some of that decision making is happening not out of the benevolence of a company’s heart but more out of a fear of backlash. Does that sound accurate?
I think it’s both. There have been studies around this. You need heat and light. And by that, I mean you need pressure, but you can also educate. These companies were being educated through the very public display of righteous indignation day after day - likely from protesters, commentators, employees and others. At the same time, they were undoubtedly feeling the heat -, “How dare you make billions of dollars and put that into your coffers and then do nothing for the communities that you are a part of.” I don’t know if you noticed the number of contributions that flowed to many high-profile social justice organizations during this time. There is a certain symmetry when heat and light work in concert.
Can a publicly traded business serve both its profit-centric shareholders and society?
Yes, I think so. If you look at the long-term health or profitability of the institution, you can certainly justify, under the business judgment rule, taking into account employees, creditors, vendors, shareholders, etc. and reach a decision that something is for the benefit of a community, for example, and that it will ultimately, maybe not immediately, inure to the benefit of the company.
Do you think shareholders are receptive to that idea?
I think if you look at day traders, for example, they would probably say forget this idea, because remember they are trading minute to minute. They are inevitably short term investors. However, if you take the long term health of the company into account, its viability, you are willing to accept that there might be a negative short term impact for what will lead to sustainable upside in the long term.
That really is only going to be attractive to your long-term investors?
Probably - these are the investors that are in it to see you win it.
You think that businesses can serve both shareholders and society. Do you think that businesses have an obligation? What is the role of businesses in fixing social problems?
Businesses exist because there is a society. They don’t exist in a vacuum. The idea that you would look at businesses existing apart from the larger society is absurd. After all they get their wealth from serving or being of use to something or someone. And so, I seriously question whether the two can be divorced, i.e., you can have a healthy company and a sick society. For how long is the question, of course? When I think about slavery in this country, it was allowed to thrive for many decades before there was a reckoning. Let’s just say that reckoning can be a long time coming at least in the eyes of some.
Yet, you seem to be optimistic that businesses are going to make the necessary changes.
With regulatory oversight and more transparency. You know going back to heat and light. Yes, I think businesses should educate themselves and have their plans and their strategies, but at the same time I like the oversight and pressure brought to bear by activists, by government, by NGOs, by customers and by employees.
I want to give you the chance to share any last words to tie this up for us.
There’s a woman named Roxane Gay. She wrote “Bad Feminist” in which a quote appears that resonates with me:
“I am not trying to be an example. I am not trying to be perfect. I am not trying to say that I have all the answers. I am not trying to say that I am right. I am just trying. Trying to support what I believe in. Trying to do some good in this world.”