Across the Board
Employment Landscape Remains Solid Despite Fewer Job Openings
“U.S. employers advertised fewer jobs in May amid signs that the economy is weakening, though the overall demand for workers remained strong. Employers posted 11.3 million job openings at the end of May, the Labor Department said Wednesday, down from nearly 11.7 million in April... The figures reflect the unusual nature of the post-pandemic economy: Inflation is hammering household budgets, forcing consumers to pull back on spending, and growth is weakening, heightening fears the economy could fall into recession. Yet companies are still scrambling to add workers. Demand has been particularly strong in travel- and entertainment-related services.” US NEWS
Investors Urge SEC to Probe Tesla’s Plan To Cut Independent Director Seat
“Activist investors SOC Investment Group have asked federal financial regulators to investigate Tesla over plans to shrink the size of its board from eight to seven members and close one slot for an independent director. Tesla announced in its June preliminary proxy filing that Oracle founder Larry Ellison does not plan to stand for reelection at this year’s annual shareholder meeting and the company does not plan to nominate anyone new to replace him. The investor group urged the Securities and Exchange Commission to reject that filing….SOC argues that Tesla’s plan and Elon Musk’s continued use of social media to publish material business info without preapproval from a securities lawyer violate the terms of a settlement agreement that Tesla and Musk struck with the SEC in 2018.” CNBC
Median CEO Pay At Large Firms: $20 Million
“Across the nation, CEOs at the largest companies made a median $20 million last year, up 31% from 2020, according to the executive compensation data firm Equilar. That’s 278 times the median annual pay of roughly $72,000 for average workers at those same companies, up about 4% from the previous year.” POST-GAZETTE
20% More ESG Shareholder Resolutions This Year
“Institutional investors filed a record number of shareholder resolutions this proxy season as they pushed companies to go both deeper and wider on ESG issues…As the 2022 proxy season got underway in early spring, shareholders had filed 20% more ESG resolutions than the previous year….In the U.S., some of the momentum is being attributed to leadership and policy changes at the U.S. Securities and Exchange Commission, where companies have had less success this year blocking shareholder resolutions and are preparing for tougher climate disclosure rules later this year.” PENSIONS & INVESTMENTS
Hot New Boardroom Skill: Shareholder Engagement
“Shareholder engagement expertise is a new element directors and boards are adding to their skills matrix. Since 2010, when institutional investors began meeting with compensation committees about say-on-pay votes, shareholder/board engagement has become more frequent, and now board members are being called on to address an unlimited range of topics….few directors are eager to step up to this new, vast and undefined role. For one, directors historically have not been screened or chosen for skills associated with shareholder engagement. Many lack experience with capital markets or a sense of what shareholders want in terms of communication and responsiveness. In short, it’s not what they signed up for. That’s true of engagement on topics such as strategy and performance but especially on controversial issues like climate change and racial equity.” DIRECTORS & BOARDS
Ben & Jerry’s Says Board Was Bypassed In Sale of Israeli Business
“Ben & Jerry's is suing its parent company amid the sale of its Israel business to a local licensee in the Jewish state, effectively circumventing the ice cream maker's boycott of the country… Unilever, sold the Israel business of Ben & Jerry's to operator American Quality Products for an undisclosed sum in order to ‘ensure the ice cream stays available to all consumers.’… The latest suit, filed Tuesday in a Manhattan court, states the sale was not approved by the Ben & Jerry's independent board of directors. According to the filing, the company said it is seeking ‘to protect the brand and social integrity Ben & Jerry’s has spent decades building.’” NBC
From the Boardspan Library
The Push to Net Zero Emissions: Where the Board Comes In
“Strong governance is critical to ensure accountability for net zero is driven throughout the organization, starting from the top. Net zero commitments should be incorporated into the company’s strategy, and directors need to ensure that it is as part of their oversight responsibilities. Going from a net zero goal to an achievable strategy is not simple. The task of achieving net zero or other climate pledges can be strenuous, and there is no one-size-fits-all approach… Organizations marching towards net zero will have to take responsibility for tackling emissions everywhere in their operations, including at their suppliers and in their products, services, and investments. Companies should recognize that net zero likely requires a reshaping of corporate strategy, impacting their operating model.” PWC via BOARDSPAN
