Nell Minow, editor and co-founder of the Corporate Library and most recently the subject of a New Yorker profile took to the podium for the opening of the International Corporate Governance Mid-Year Conference in Washington and in her inimitable style called them as she saw them.

Wall Street executives are no different than the welfare queens–they’re taking our money, opined Minow. “They are capitalists on the way up and socialists on the way down.”

Clawbacks are meant to be punitive, she agrees:  “It’s not your money–you didn’t earn it.”

In her view, too big to fail means the company is a utility and those who manage utilities need to be paid accordingly.  Her view is that “too big to fail is really too big to succeed.”

“Remember when we gave Chrysler $1.8 billion?  We thought that was a lot of money. AndLee Iaococca wouldn’t take more than $1 in salary until Chrysler was outperforming the competition. Let’s remember what we learned from that.”

Minow believes that outsized pay packages are a risk indicator especially in the way they describe their programs.   “Companies tell us that they have established principles and accompanying metrics.  We like it when we hear that there are nine principles for compensation.  We hear a number and the word, metrics.  But then the next sentence is that the company will pay out IF any ONE of those metrics are met.”   Clearly, this is not what she had in mind.

Boards are really asked to be disagreeable, says Minow. “It’s the duty of the board to imagine the worst and deal with it, like a mystery novel writer.”

In her brief remarks, Minow showed that she cares passionately about these ideas.  “It’s up to us to fix corporate governance. It’s not the government but the boards and the shareholders.  It’s our responsibility for capitalism to work.”