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August 11, 2022
Learning from the data. i) Refreshing Idea: A new report shows that boards aren’t relying on policies to dictate mandatory retirements, but instead employing assessments—of overall board and committee effectiveness and individual director contributions—to rethink and shape their composition. ii) Diversity Downshift: Another report suggests that when companies struggle to achieve expected profits, boardroom diversity observably stalls., iii) Powerful Pay: To impact ESG goals, studies show European boards are tying executive pay to outcomes, an idea U.S. firms are adopting more slowly…. The numbers also tell us that industries that experienced the most difficulty retaining employees are beginning to have an easier time hiring and retaining workers.
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Read OnBrowse Our Most Recent Issues
August 4, 2022 - The boardroom redefined. The role of the chair, and really of the whole board, is seeing dramatic change, and a Deloitte memorandum catalogues the ways. Hint: Chairs (and boards) are more involved than ever; stakeholders expect more; climate change must be addressed; crisis management is ongoing; and more. (If you’re interested in serving as Chair someday, you’ll want to read the leading practices they suggest for becoming a board leader.) Talent, which previously got little board attention, is now a primary concern for many boards, as are the best ideas for retaining employees. Shareholders, aiming to see true DEI in action, are asking for transparency around hiring data for women and underrepresented minorities, and Nike is the latest to publicly commit to share this info. Back to the role of the chair: A shareholder lawsuit accuses Oracle of overpaying by $3 billion in a recent acquisition and observers are curious to learn more of Larry Ellison’s response that he, while Chair, was not involved in discussing the $9.3 billion acquisition. Read On
July 28, 2022 - Probing scandals. WWE founder and CEO Vince McMahon exits the wrestling entertainment company as the SEC and federal prosecutors reportedly investigate $14.6 million in alleged payments to settle claims of sexual misconduct. The collapse of WorldCom, two decades ago, is dissected for lessons that can still be learned. A new survey shows the long-term lack of racial and ethnic diversity on boards has, since 2020, begun to be addressed. Meanwhile, leadership changes are in the air as Volkswagen announces its CEO is being forced out and an Instacart co-founder plans to exit his role as executive chair after the company goes public. An investor presses J&J to split its joint chair and CEO role into two. Read On
July 21, 2022 - As the demands on board members continue to grow, more boards apparently see the benefits of having two leaders: A CEO and a Lead Independent in the Chair role. Fewer boards now opt for a dual CEO-Chair structure, according to a new study from the Conference Board. Meanwhile, Twitter gets the October trial date it asked for as it seeks to force Tesla CEO Elon Musk to complete his acquisition of the social media company, after a judge ruled against a delay proposed by Musk. Tesla is also in the news as ISS recommends shareholders vote against re-election for two Tesla directors who sit on the Nominating & Governance Committee. And the SEC reverses a recent policy change concerning proxy advisory firms to reduce corporate influence on proxy advice. Read On
July 14, 2022 - No escaping politics. CEO advocacy of political causes, once unheard of, has become routine, with executives frequently announcing boycotts of states and nations whose laws and actions don’t align with their values. Now political activists are urging CEOs and corporations to take a stand on abortion rights, pressing them to share their plans for ensuring abortion access for all employees or calling out those who don’t immediately articulate a plan. Meanwhile, Twitter sues Elon Musk to force him to complete his $44 billion acquisition of the social media company. Gap CEO Sonia Syngal steps down and will be replaced by Executive Chairman Bob Martin. The Wall Street Journal takes readers into the world of a Fortune 500 board member and reveals how she has built her confidence and who she turns to for advice. Read On
July 7, 2022 - Feeling the heat. Pressure from employees, consumers, shareholders and more is encouraging boards to invest more time and resources in climate risk oversight. The SEC’s new climate disclosure proposal is drawing a lot of attention from supporters and critics alike, and receiving record number of public comments. And ESG issues continue to gain shareholder support following a record-breaking proxy year in 2021. With the increased shareholder interest across many topics, its not surprising that some boards now explicitly seek new skill when recruiting directors: shareholder engagement. In other governance news, Tesla investors ask the SEC to investigate the company’s plan to shrink the board and retire the seat of an independent director. Read On