Across the Board
Report: 75% Of Investors Expect Exec Comp to be Tied to ESG
“Three in four investors expect senior management pay to be linked to ESG, according to the latest report on executive compensation by Corporate Secretary sister publication IR Magazine. But it is a practice that only a minority of companies undertake, with just 46 percent of boards linking executive pay to ESG metrics…. The median range investors expect for ESG-linked pay is 10 percent to 15 percent of the executive compensation package. This is true… for investors in every region.” CORPORATE SECRETARY
4 Ways Boards Can Integrate ESG Into Strategy
“ESG is not just a compliance obligation but can also be a significant driver of value, helping businesses build more resilient supply chains, reduce costs, and attract investors, customers, and employees…. In a recent KPMG survey of board directors and C-suite leaders, more than half said that their boards only consider the impact of climate change in their oversight of strategy to a limited extent or not at all…. As ESG issues become mainstream, board directors have to step up and provide appropriate oversight, help develop targets and guide discussions on integrating ESG and corporate purpose into strategy. To do so, they need to focus on the following:… [1] Gain ESG fluency… [2] Achieve consensus on ESG strategy… [3] Build a strong ESG story… [4] Balance reporting with future goals…” WORLD ECONOMIC FORUM
Jack Dorsey Exits Twitter Board…
“Former Twitter CEO Jack Dorsey’s time at the company has come to an end. Dorsey stepped down from Twitter’s board of directors, a change that’s effective as of the company’s shareholders meeting…. The plan for Dorsey to leave the board has been in place since he stepped down as CEO.” TECHCRUNCH
…As Musk Lines Up More Financing, Potentially From Dorsey Himself...
“Elon Musk said on Wednesday he will secure an additional $6.25 billion in equity financing to fund the $44-billion offer for Twitter, reducing the billionaire's margin loan to zero and signaling he is working to complete the deal. The world's richest man and Tesla Inc's top boss is also in talks with shareholders, including Jack Dorsey, for additional financing commitments to fund the deal, Musk said in a regulatory filing.” REUTERS
…Meanwhile, Twitter Shareholders Vote Against “Overboarded” Director
“Shareholders of Twitter voted not to approve Egon Durban’s seat on the social media company’s board of directors at its annual meeting. Durban, the co-CEO and managing partner of Silver Lake, was one of two directors up for election today for a three-year term. … ISS, an influential research firm that recommends how shareholders vote at annual meetings, had recommended a vote against Durban, who serves on the boards of more than five publicly traded companies (it lists seven including Twitter, Endeavor among them). ISS calls that being ‘overboarded.’" DEADLINE
How Boards Prep For the Future: More Strategy!
“A board’s ability to lead five, 10 or more years into the future will directly impact the conversations occurring now. While compliance-based conversations are necessary, they should not be the norm. Agenda topics must expand to include more strategic, forward leaning conversations, including the long-term global, economic, technological, societal, geo-political and demographic trends that are continuously reshaping our world…. Purpose, sustainability, culture-shaping and safeguarding reputation have to be built into company strategy and into the board member role to support and hold the executive team accountable.” ENTREPRENEUR
Exxon Feels the Heat As Proxy Adviser Calls for “No” Vote On Director Re-Elections, Exec Comp
“British proxy adviser PIRC on Monday urged Exxon Mobil shareholders to vote against the re-election of five directors, including Chairman Darren Woods, at an annual general meeting… PIRC said Woods, which also serves as chief executive officer, should be held accountable as chairman for assuring the company's strategy to meet Paris-aligned goals to reduce carbon emissions. It also said his serving in the chairman and CEO roles represents ‘a concentration of power’ potentially detrimental to board balance…. In addition, PIRC urged shareholders to vote against the company's executive compensation plan…” REUTERS
Oatly’s New CEO Brings Operational Experience
“Oatly Group is lining up a successor to Toni Petersson, the chief executive who helped turn its oat milk into a global phenomenon and took the company public last year... Last month, the Swedish company said it had hired as president Jean-Christophe Flatin, a food-industry veteran and former senior executive at candy giant Mars. Mr. Flatin is seen as a likely eventual replacement for Mr. Petersson… The board began talks last summer to find a CEO successor with more operational experience who would allow Mr. Petersson to focus on business development…” WALL STREET JOURNAL
McDonald’s Poised to Win Animal Welfare Dispute with Icahn
“McDonald’s is poised to prevail in a proxy fight with activist Carl Icahn, who challenged the fast-food chain over its suppliers’ treatment of pregnant pigs. Early vote tallies show McDonald’s far ahead of Mr. Icahn, who had nominated two directors to the company’s board… Mr. Icahn could cast the campaign as a partial victory given it raised awareness of the issue…” WALL STREET JOURNAL
From the Boardspan Library
Refreshing Your Board Of Directors
“Corporate boards tend to change themselves during times of crisis—but otherwise accept the status quo. What if boards instead built regular, structured ‘refreshing’ of their membership, their processes, and their future needs into regular operations?... The continuous improvement of board capability encompasses a number of dimensions—composition, leadership, cultural dynamics, governance policy, education, meaningful board evaluation, succession, and most critically, the board’s strategic impact. Refreshment is expected to equip boards to fulfill compliance, fiduciary duties, plus deliver competitive advantage to the enterprise.” CORPORATE BOARD via BOARDSPAN
