Across the Board
Biogen Struggles to Refresh its Board Amid Controversy
Replacement nominee had an undisclosed romantic relationship with departing board chair Alex Denner.
"Biogen, the $44-billion biotech company known for its work in Alzheimer's, is refreshing its board of directors. Often a sleepy affair, the process is now drawing attention in the biotech community. Alex Denner, a 53-year-old investor, is one of three people stepping down from the board. Standing for election as a replacement is Susan Langer, a 32-year-old biotech exec and former Biogen employee. What no one publicly disclosed is that Denner and Langer are romantic partners, and Denner is the father of Langer's child.” BUSINESS INSIDER
Denner’s Resignation Clears the Way for Activist Board Candidacy at Drugmaker Alkermes
Sarissa Capital founder is one of three Sarissa candidates running in activist push.
“Activist investor Sarissa Capital may have cleared a stumbling block in its push for board seats at Alkermes when one of its candidates resigned from the board of a company that has a commercial relationship with the drugmaker. The hedge fund's founder, Alex Denner, 53, one of three Sarissa candidates running for seats on Alkermes' 11-member board, on Monday said he would give up his board seat at biotech company Biogen…Alkermes licensed multiple sclerosis drug Vumerity to Biogen for commercialization, and some analysts worried that it would be problematic for Denner to potentially sit on both companies' boards.” REUTERS
Digital Realty Director Resigns With a Bang
Former board chairman cites multiple governance issues in a lengthy letter.
“(Laurence) Chapman, 73, said that while he was chairman, he had asked three directors not to run for re-election as part of a plan for board succession. He cited one specific incident when he received a call from director Mark Patterson ‘saying I needed to get ‘those two women’ off the board’ in reference to two female directors appointed in 2020. Chapman said there were other issues with the director’s behavior, which he didn’t specify…Patterson said in an emailed statement that he disagreed with many of the assertions in the letters and believed in Digital Realty’s strong corporate governance practices.” BLOOMBERG
Toyota Shareholders Re-Elect Akio Toyoda to the Board
Activist investor concern over independence casted doubt on the longtime chair’s re-election.
“Toyota Motor shareholders re-elected longtime leader Akio Toyoda to the board Wednesday, rejecting a push by some investor groups in the U.S. and Europe over his stance on electric vehicles. The company didn’t say what percentage of shareholders supported the renomination. Last year Toyoda earned 96% support. The company said the vote count would be released Thursday. Toyota shares were up more than 5% in Wednesday trading in Tokyo, to their highest level since early 2022. Shareholders also rejected a proposal from three European asset managers including Danish fund AkademikerPension to make Toyota management reveal more about the automaker’s lobbying in favor of vehicles that aren’t fully battery-powered.” THE WALL STREET JOURNAL
Asset Managers Renewing Their Focus on Director Overboarding
New policies address concerns that over-committed directors threaten the quality of board oversight.
“Recent governance policy refinements from several leading asset management firms are likely to create more work for the board’s nominating and governance committee. These new refinements recognize the governance risks arising from over-committed directors, and call on corporate boards to more aggressively confront issues of director overboarding. For most companies, the pressure to address director commitment concerns will be manifested in the development and maintenance of a formal overboarding policy and disclosure of how the board will monitor oversight of the rollout of such policy.” FORBES
How to Best Fulfill Governance Requirements in SEC ESG Rules
Strengthening the ‘G’ will help more boards more effectively address ‘E’ and ‘S’.
“For registrants to provide meaningful disclosures in line with the pay-versus-performance rules that help guide investors’ decision-making process, it is important that corporate management and boards of directors put into place controls and procedures to help ensure that material financial and nonfinancial information required to be disclosed is identified and communicated in a timely manner…While ESG matters are increasingly dominating executive and board agendas, the G — for governance — too often does not receive equal attention, which can rob registrants of the opportunity to leverage the power that comes from embedding risk management systems and other elements of sound governance into their corporate structures..” THOMSON REUTERS
Preparing for Corporate ESG Requirements From the Perspective of the CFO
Finance chiefs should focus on three areas: collecting data, tracking regulation and coordinating with ESG raters.
“Companies are increasingly tasking finance chiefs with developing systems to address environmental, social and governance issues, in the face of coming federal climate-disclosure rules and pressure from shareholders and employees. Chief financial officers need to create systems for collecting data to meet soon-to-be-unveiled new requirements from the Securities and Exchange Commission, while managing compliance costs…While it might sound tempting to centralize ESG responsibilities in the finance department, which already deals with data and reporting, consultants said that isn’t practical given the scope of requirements and breadth of corporate interests.” THE WALL STREET JOURNAL
What Matters Most in CEO Succession Planning
How to take a modern, holistic approach to one of the most important board responsibilities.
“In the past, boards often looked for a strong leader with a fixed, specific point of view. This might best be characterized as a dynastic succession model, which “grooms” a specific candidate for the CEO role. Such approaches can have merit, and some research does link this type of succession with improved firm performance…However, the shifting geopolitical and economic context of today’s operating environment means prioritizing different qualities, such as openness to innovation, humility, and agility. Thus, as both board members and companies have become more adaptive, so too has the candidate selection process.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
