Across the Board
Inside the Rise of Whistleblower Governance
Nestlé’s CEO was ousted after an anonymous tip to the company’s hotline, spotlighting the power of internal reporting systems.
“Every year, thousands of Nestlé employees contact the company’s hotline to report wrongdoing. One of them just brought down its CEO—and pulled back the curtain on an $18 billion industry built on anonymous complaints…. The 2002 passage of Sarbanes-Oxley gave the industry a huge boost. Even more companies got on board around 2018 after the #MeToo movement prompted a deluge of sexual-assault and harassment allegations… The complaints are typically routed to either HR or a legal and compliance group that might be part of a company’s general counsel’s office. Dedicated staffers, often called the employee-relations team, sometimes conduct internal investigations. At Nestlé, most ‘Speak Up’ reports are handled by local offices around the world, but are escalated as high as to the CEO if they are sensitive or involve a member of the executive board. When someone sent in a tip about the CEO, Laurent Freixe, earlier this year, the Swiss food giant’s chairman and another nonexecutive board member took the lead.” WALL STREET JOURNAL
Tesla Board Chair Defends Elon Musk’s Enormous Pay Proposal
Robyn Denholm, normally media shy, is campaigning to get shareholders to back the chief executive’s trillion-dollar compensation package.
“Tesla’s board is effectively arguing that Mr. Musk is a unique human being who responds only to otherworldly challenges matched by otherworldly compensation. In the [regulatory] filing, the board said benchmarking Mr. Musk’s pay package against the compensation of other executives, as is customary, would be irrelevant….The special committee that arrived at the compensation plan consisted of [Board Chair Robyn] Denholm and Kathleen Wilson-Thompson, a former chief human resources officer for the Walgreens Boots Alliance. Otherwise, the board consists primarily of friends and longstanding business associates of Mr. Musk and his brother, Kimbal….The board is not captive to Mr. Musk’s whims, Ms. Denholm insisted.” NEW YORK TIMES
Whirlpool Tells U.S. Authorities Its Rivals Could Be Evading Tariffs
Citing federal data, company says declared customs value of numerous appliances from overseas started to plummet in June.
“The appliance maker Whirlpool is stirring up a new trade dispute, telling the Trump administration that its overseas competitors could be evading hefty tariff bills by undervaluing their imports. Its claims are based on federal data generated from import paperwork. Whirlpool said the data shows that the declared customs value of numerous appliances started to plummet in June. A smaller declared value would mean a lower tariff payment.” WALL STREET JOURNAL
Denny’s Targeted by Activist Investor
JCP Investment Management previously targeted Red Robin and The Cheesecake Factory
“Casual dining chains have been significant targets for activist investors, beyond overall activist interest in restaurants. Several chains have been struggling to grow traffic and sales this year as consumers pull back on spending, which has made them targets for activists. The Edge Consulting Group began pressuring Dine Brands in August, while Jack in the Box deployed a poison pill in July to keep Birgarli Capital, which owned a 9.9% stake in the chain, from acquiring additional shares. Denny’s core brand reported domestic same-store sales declines of 1.3% during the second quarter … [and is] in the process of closing underperforming restaurants, and 10 such units shuttered during the second quarter.” RESTAURANT DIVE
Jerry Quits Ben & Jerry’s
Cofounder says ice cream maker’s independence on social issues has been stifled.
“Ben & Jerry’s co-founder Jerry Greenfield is leaving the ice cream brand after 47 years, saying that the independence it once had to speak up on social issues has been stifled by its parent company Unilever. In a letter, which co-founder Ben Cohen posted on social media on Greenfield’s behalf, Greenfield said he could not ‘in good conscience’ remain at Ben & Jerry’s — citing a loss of independence to Unilever, which he said had once agreed to give Ben & Jerry’s autonomy around its social mission when it acquired the brand more than two decades ago.” AP
Quarterly Reporting Under Review
Nasdaq CEO sides with Trump on reducing filing requirements for public companies.
“Nasdaq has thrown its weight behind proposals that could significantly alter public company reporting requirements, including giving issuers the option to file earnings semiannually rather than quarterly. CEO Adena Friedman framed the reforms as part of a broader push to reduce regulatory friction and align U.S. practices with international norms. The move follows renewed pressure from President Trump to ease quarterly disclosure rules and signals growing momentum behind efforts to mitigate short-term market pressures. While investor appetite for frequent, transparent reporting remains strong, Friedman argued that standardizing the use of earnings press releases in place of full 10-Q filings could streamline processes without sacrificing transparency.” REUTERS
Microsoft and OpenAI reach non-binding deal to allow restructuring
As OpenAI’s revenue grows into the billions, it is seeking a more conventional corporate structure
“Microsoft and OpenAI said on Thursday they have signed a non-binding deal for new relationship terms that would allow OpenAI to proceed to restructure itself into a for-profit company, marking a new phase of the most high-profile partnerships to fund the ChatGPT frenzy....This marks a step forward in OpenAI’s prolonged talks with Microsoft as the former seeks to raise capital under a more common governance structure and eventually go public to fund artificial intelligence development....Under their previous agreement, Microsoft had exclusive rights to sell OpenAI’s software tools through its Azure cloud computing platform and had preferred access to the startup’s technology….” CNN
Do’s and Don’ts of Using AI: A Director’s Guide
Considerations for board members who use AI tools to help with board work.
“While boards are weighing the payoffs and risks of deploying the technology at their companies, individual directors also need to give thought to their own use of these tools in their corporate roles…. Here’s a quick overview and tips on how to avoid missteps: …..i) Feeding confidential materials into a publicly available chatbot could make the information accessible to personnel at the AI company, and it could even be incorporated into the output for other users. ii) Keep in mind that AI chats (including information you share with an AI model) may be discoverable…. and could thereby end up in the hands of regulators or an adversary even if your chat history with a chatbot is no longer accessible to you; the AI vendor may still be able to produce the chat history if required to do so by a court. iii) AI tools should not be used to record board meetings or generate meeting minutes….. Given the sensitive nature of board meetings and the care that goes into drafting board minutes, third-party access to raw dialogue could pose significant legal and business risks.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
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