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9/14/23 – Issue 8.34 – Your weekly news on all things board. 

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Investors may have concerns about ESG initiatives, but proposed new regulations and increased watchdog efforts this week indicate that pressure for environmental accountability from corporations isn’t going anywhere. With the resignation of CEO Bernard Looney at BP, there are questions about whether environmental initiatives championed by Looney will be minimized to assuage shareholders concerns. At the same time, a California bill is proposing more stringent carbon disclosure requirements than the SEC for companies doing business there. And the UN-backed Science Based Target Initiative is reorganizing its structure and its board to gain more clout in ensuring that corporations are honest about Net Zero emissions claims. 

 

In other news, tech leaders go to Washington to discuss AI with lawmakers; Howard Schultz resigns from the Starbucks Board; Susan Rice rejoins the Netflix board; Airbnb taps Google’s AI expert for its board; and 10 things the board should keep in mind during an internal investigation.

 

In the Spotlight

 

With CEO Exit, Will BP Keep Going Green?

Bernard Looney’s “Beyond Petroleum” strategy drew criticism from investors

 

“The sudden end to BP CEO Bernard Looney’s 32-year career at the British energy giant could free the company to do more of what investors have wanted amid soaring energy prices—pump still more oil and gas. Putting more priority on fossil fuels would entail playing down the lower-carbon strategy Looney championed more than his predecessors and rivals alike. Analysts and advisers see an opening for BP to continue investing selectively in wind and solar power, including in Europe to help power the company’s refineries there. But they say BP also could grab the chance to shift further back to its traditional core focus of extracting and trading oil and gas, which currently produces overall higher returns than renewable projects.” WALL STREET JOURNAL

 

California Getting Serious About Carbon Disclosure

New bill would impose stricter regulations than the SEC, but faces opponents 

 

“California state legislators passed a bill Tuesday that would leapfrog the US Securities and Exchange Commission’s efforts to require companies to disclose their greenhouse gases and climate-related financial risks. As the world’s fifth-largest economy, California’s environmental rules are quickly followed by other states, even when they exceed federal requirements. The Golden State’s proposal, known as the Climate Corporate Data Accountability Act, would force many of the world’s biggest publicly traded corporations to make their carbon emissions public, just like the SEC plan. The state legislation, however, also would apply to closely held businesses…companies in the US would for the first time not only have to account for their own pollution, but also the emissions of suppliers and customers using their products.” BLOOMBERG

 

Net Zero Watchdog Group Reorganizes to Increase Clout

The Science Based Target Initiative gains new structure and high-profile board members

 

“The Science Based Targets initiative is splitting into two separate units, one to focus on standard setting and the other to validate targets, according to a statement on Wednesday. SBTi also made a number of high-profile appointments, expanding its board to include former Colombian President Ivan Duque. Francesco Starace, the former chief executive of ENEL who’s currently a partner at Swedish investment firm EQT AB, will become chair…SBTi, whose backers include the United Nations Global Compact, is trying to bolster its standing as it becomes the latest organization to be targeted by the anti-ESG movement in the US. Luiz Amaral, SBTI’s CEO, says there are no signs that demand for its services is waning, despite such attacks…The number of SBTi validations climbed last year by a record 87%, and the total will exceed 10,000 by 2025, the organization said.” BLOOMBERG

 

From Boardspan this Week:

 

The Push to Net Zero Emissions: Where the Board Comes In

 

“Governments, regulators, shareholders, and others are making advancements in the push to net zero emissions, and they are expecting the same from companies. What do net zero pledges mean for a company and its strategic future? How should boards be thinking about these commitments? What is the board’s role in overseeing those decisions and monitoring progress? Here, we provide the tools for directors to lead what’s next on climate change.” PWC via Boardspan

 

NEW WEBINAR: AI and Governance: What Every Board Needs to Know

 

Wednesday, September 27, 2023

12pm ET

 

What is the true impact of AI? What is real, and what is hype? And what is the board’s role in governing AI as the technology touches every part of the business? Join CEO Abby Adlerman and Dr. Ayesha Khanna, Co-Founder and CEO of Addo.ai, public company board member,  and one of the world’s leading experts and advisors on AI governance, for this webinar focusing on the board and AI. To register, click the button below.

Register for the Webinar

 

Across the Board

 

In Senate Meeting, Tech Leaders Commit to “Getting this Right” with AI 
AI Insight Forum a crash course for lawmakers as they consider AI regulations

 

“The meeting — also attended by Bill Gates, a founder of Microsoft; Sam Altman of OpenAI; Satya Nadella of Microsoft; and Jensen Huang of Nvidia — was a rare congregation of more than a dozen top tech executives in the same room. It amounted to one of the industry’s most proactive shows of force in the nation’s capital as companies race to be at the forefront of A.I. and to be seen to influence its direction…(Google CEO Sundar) Pichai called the event “productive,” and he stressed the need for the government to balance the “innovation side and building the right safeguards…While Europe has been in the throes of drafting laws to regulate A.I., the United States has lagged. But the frenzy has prompted the White House, Congress and regulatory agencies to start responding in recent months with A.I. safeguards and other measures.” NY TIMES

 

Howard Schultz Steps Down from Starbucks Board 

Schultz rejoined the board and company last year to help navigate challenges

“The Seattle-based company said Schultz’s departure from the board was planned. He  ended his third tenure as Starbucks’s CEO in March, with former Reckitt Benckiser CEO Laxman Narasimhan taking over the role. Schultz, 70, built Starbucks from a local coffee shop into a global chain over the decades. He said Wednesday he would focus on his family foundation and various philanthropic and entrepreneurial investments. ‘I look forward to supporting this next generation of leaders to steward Starbucks into the future as a customer, supporter and advocate in my role as chairman emeritus,’ Schultz said in a statement. The company said he would hold no operational or fiduciary roles.” WALL STREET JOURNAL

 

Susan Rice Rejoins Netflix Board of Directors

Rice previously left the board to join the Biden administration in December 2020

 

“Susan Rice has rejoined Netflix’s board of directors, after leaving the Biden administration this spring, Netflix said in an SEC filing Friday that Rice’s appointment to the board occurred on Sept. 6, effective immediately. She will hold office as a Class I director with a term expiring at the company’s annual meeting of stockholders in 2024. Rice has not yet been appointed to serve as a member of any board committees…Rice, an alum of the Obama administration, had previously joined Netflix’s board in March 2018 before announcing in December 2020 that she was joining Biden’s White House as director of domestic policy. Netflix has other ties to the Obamas, including most directly through its overall deal inked in 2018 with Barack and Michelle Obama’s Higher Ground Productions to produce series and movies for the streamer.” VARIETY

 

Airbnb Adds Google’s ‘AI Ambassador’ to its Board 

Adding James Manyika underscores the company’s AI product ambitions 

 

“As Google’s head of Research, Technology and Society, Manyika reports to CEO Sundar Pichai and focuses on how tech affects user’s daily lives. Increasingly, that encompasses the company’s AI research and products. Manyika is also a vice chair of the National AI Advisory Committee, the federal panel that develops strategies for AI regulation, and senior partner emeritus at McKinsey & Company. In early August, Chesky said on the Airbnb earnings call that generative AI has the ability to create an entirely new interface for the platform, based on personalization. He wants the company’s integration of the new technology to result in more than a chatbot.” CNBC

 

Governance for Responsible AI: The Easy Things and the Hard Ones 

Establishing shared terminology and an understanding of AI is a foundational step

 

“There’s a host of things that can be established with relative ease early in an organization’s AI journey. Simply establishing shared terminology and a common background of understanding throughout the organization is an important foundational step toward inclusion…From here, things start to get harder. The risks present when the AI was deployed may not be the same risks a year later. It’s important to constantly evaluate new potential threats and be ready to update governance processes as a result…Once an organization has established routine monitoring and governance of deployed models, it becomes possible to consider expanded and indirect ethical impacts such as environmental damage and societal cohesion.” CIO

 

Ten Key Factors for Boards To Consider When Weighing an Internal Investigation 

Directors should consider the advantages of truly independent advisers, without close ties to the management involved 

 

“Suppose you are a member of an audit committee and learn about a whistleblower complaint alleging wrongdoing at the company. Maybe it’s just an aggrieved former employee, and it has no merit. Maybe you should direct the company to investigate. That would likely save time and money. But what if it’s not something so benign? The inherent risks of potential litigation, regulatory action, conflicts of interest, a perceived lack of independence and the possibility of incomplete findings loom large. In an age when transparency, accountability and corporate governance have taken center stage, deciding when to conduct an internal investigation and who should lead it is becoming more and more important.” JD SUPRA

 

Cybersecurity Hack at MGM Casino Throttles Betting World 

New SEC reporting requirements in 2024 may bring more breaches to light 

 

“At the moment, MGM Resorts International’s 19 casino hotels are dealing with a decidedly bad hand. On Sunday, a cyberattack forced the Las Vegas-based company to take down some systems. Digital room keys stopped working, manual payouts were required for slot machines and websites and online reservations systems were down. David Kennedy, chief executive officer of the cybersecurity company TrustedSec, wasn’t surprised by the MGM hack. ‘Casinos are hot right now,’ said Kennedy, and in his world, that’s not a good thing: he has helped dozens of casinos respond to ransomware. In one recent case involving a ransomware attack on a small US casino chain, Kennedy said he discovered that the hackers had spent four months exploring systems after breaching the company network” BLOOMBERG

 

SEC Probes Billionaire Ryan Cohen’s Bed Bath & Beyond Behavior 

Cohen’s $120 million investment and abrupt sale of shares coincided with company’s collapse

 

“Cohen took a $120 million stake in Bed Bath & Beyond and pushed for changes to the housewares retailer’s sales strategy, but abruptly sold his 11.8% interest in August 2022, just days after tweeting positively about the company. The five-month investment netted him a profit of nearly $60 million…Cohen’s interest in the company spurred a frenzy of trading that caused its stock to soar 34% in a day before collapsing when he disclosed the sales, prior to which he had gotten three new members appointed to the board… The SEC has requested information from Cohen about his trades and his communications with officers or directors at Bed Bath & Beyond, according to people familiar with the matter. The regulator has also sought records from some of the company’s current and former board members.” WALL STREET JOURNAL

 

ARM IPO Price Set: The Stock Market is Watching 

The biggest IPO of 2023 seen as a barometer for market conditions

 

“If Arm’s stock falls, they will know that the market for I.P.O.s is likely to stay frozen for longer. But a warm welcome for the shares could entice many more companies to go public in the coming months, ending the cold streak…Arm is the largest company to brave the public markets in 2023, a year that has been almost deathly quiet for I.P.O.s. The chip designer, which is owned by SoftBank, priced its offering on Wednesday at $51 a share, raising $4.87 billion and valuing the company at $54.5 billion…Arm is a particularly interesting test of the public market because it provides an essential technology that is geopolitically and strategically coveted, which also means it faces challenges.” NY TIMES

    Seat at the Table

    • Prudential Financial welcomes to its board Kathleen Murphy, former President of Personal Investing at Fidelity Investments

    • Lincoln Financial Group elects to its board Owen Ryan, Chair and Co-CEO of cloud-based accounting firm BlackLine

    • Global security firm Allegion appoints to its board Susan Main, Senior Vice President and Chief Financial Officer or Teledyne Technologies

    • Energy products distribution firm UGI Corporation adds to its board Santiago Seage, CEO of Atlantica Sustainable Infrastructure plc

    • Definitive Healthcare welcomes to its board Scott Stephenson, former CEO of strategic data partner Verisk Analytics

    • Science Applications International Corp elects to its board Dana Deasy, former Chief Information Officer of the Department of Defense 

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