View in browser

11/16/23 – Issue 8.43 – Your weekly news on all things board. 

Directors Domain Header 22

Not only is board work becoming more complex, but the pace of change is going at a breakneck pace. As noted board member and cybersecurity governance expert Bethany Mayer pointed out in our recent webinar on cybersecurity, the threats that organizations are battling on a daily basis didn’t even exist two years ago. This week, a look at what directors need to know to step up to the task of modern board governance: AI oversight and tech fluency, how CISOs need to communicate with the board about cybersecurity, and how to identify and address greenwashing.

 

In other news, the FDIC investigates internal harassment claims; Zuckerberg’s cage fighting risk; GE announces boards of independent energy and aerospace companies; Rory McIlroy resigns from the PGA Tour board; and should Meta’s investor disclosures include cage fighting?

 

In the Spotlight

 

How Directors Can Stand Out on the Modern Board

Tech education is a must-have; talent management is a priority

 

“The corporate boardroom is changing. In the not-too-distant past, boards were composed primarily of current and former CFOs and CEOs. Recruitment was typically a closed-door process — candidates were friends or advisors of existing board members and often varied widely in terms of experience level. However, the modern organization is now facing an onslaught of new challenges that demand a board with a broader spectrum of backgrounds and expertise. For example, the rise of ESG has pushed oversight of hiring and talent management to the top of the board’s agenda. In addition, the acceleration of digital transformation and the use of artificial intelligence continue to cement the need for tech fluency.” DIRECTORS AND BOARDS

 

Empowering Cybersecurity Leadership: Strategies for Effective Board Engagement

A challenge to CISOs to communicate with the board
 

“With the increased regulation surrounding cyberattacks, more and more executives are seeing these attacks for what they are – serious threats to business operations, profitability and business survivability. But what about the Board of Directors? Are they getting all the information they need? Are they aware of your organization’s cybersecurity initiatives? Do they understand why those initiatives matter? Maybe not…According to Harvard Business Review, only 47% of board members regularly engage with their CISO. There appears to be a huge disconnect between cybersecurity reality and Board of Director awareness. And in the case of a cyber crisis, your organization’s Board may be critical in making those key decisions that customers/clients, the public and now regulatory bodies further require.” SECURITY INTELLIGENCE

 

What Do Your Corporate Governance Leads Need to Know about Tackling Greenwashing?

In the regulatory landscape, greenwashing is currently a patchwork

“Good corporate governance now includes ensuring that your board is adequately trained and prepared to identify and address possible greenwashing within your organization. In support of this, the CGI's report states that ‘organization-level governance factors have been demonstrated to be more important for the avoidance of greenwashing than country factors (such as public scrutiny)’... If you are required to make disclosures, make sure that you use reputable reporting frameworks and ensure that your targets are science-based. Perform a materiality analysis and select relevant and specific metrics for your key performance indicators (KPIs). Be transparent in your claims and disclosures and avoid vague claims or claims that solely focus on the good without recognizing the challenges faced by your organization in addressing relevant environmental issues.” LEXOLOGY

 

From Boardspan this Week:

 

The Buck Stops and Starts at the Top

A lack of knowledge about risk and compliance may cost the board

 

While the chief compliance and ethics officer (CCO) and corporate compliance committee (CCC) may be tasked with the daily management of their company’s compliance program, the tone and leadership of the corporate board of directors play a key role in determining the effectiveness and success of the program itself…Boards, in their oversight role, must ensure that management has a firm grasp on internal controls and risks through a robust governance, risk and compliance (GRC) program that provides a strategic approach to integrating risk management, controls, assurance structures and processes.” CCI via BOARDSPAN

 

Across the Board

 

FDIC Investigating Internal Claims of Harassment and Discrimination

Women at the agency paint a picture of a toxic work environment

 

“The Federal Deposit Insurance Corp. has hired an independent firm to conduct a ‘top-to-bottom assessment’ of alleged harassment and discrimination at the banking regulator, its chairman told staff Monday, hours after The Wall Street Journal published an investigation that found a longtime toxic atmosphere prompted women to quit the agency…The Journal’s investigation, based on interviews with more than 100 current and former FDIC employees, found that the agency has been hesitant to impose harsh discipline on managers accused of misconduct, in several instances moving supervisors who were the subject of complaints to other offices rather than imposing harsher measures. Female employees described a sexualized, boys’ club environment that they say led them to leave the agency over the years, feeling they were consistently given fewer opportunities than their male counterparts.” THE WALL STREET JOURNAL

 

GE Announces Board for Future Independents GE Vernova and GE Aerospace
Directors for the two organizations will oversee innovations in energy and flight, respectively

 

“GE today announced the Boards of Directors for GE Vernova—the planned independent public company that will be created following its spin-off from GE—and GE Aerospace. GE Chairman and CEO and GE Aerospace CEO H. Lawrence Culp, Jr., said, ‘We’ve assembled two extraordinary boards to oversee GE Vernova and GE Aerospace, bringing the best of GE forward with compelling new thinking. Each team of talented directors has deep expertise in its respective domain, diversity of perspective, and a wealth of leadership experience. These boards are fit for purpose to help GE Vernova and GE Aerospace rise to their sharper, more focused missions as independent companies.’” GE PRESS RELEASE

 

Disney Activist Investors Double as ValueAct Amasses Stake
ValueAct is now the second largest investor in the company

 

“Disney shares climbed 3% Wednesday on speculation that yet another activist investor might accelerate shareholder friendly moves at the Burbank, California-based company. While ValueAct’s intentions aren’t known, it’s not working in concert with Peltz’s Trian Fund Management LP, according to people with knowledge of the matter. What’s more, the firms could end up at odds, depending on their aims, especially if both separately seek board representation…Disney Chief Executive Officer Bob Iger has at least a cordial relationship with ValueAct CEO Mason Morfit, who is married to actress Jordana Brewster. Known for her role in the Fast & Furious films, Brewster has owned a home near Iger in the tony Brentwood neighborhood of Los Angeles.” BLOOMBERG

 

‘Turnaround Story’ May Be Key to Disney Board’s Survival
As Peltz increases pressure, the board needs to craft a vision and build trust with investors

 

“From the looks of things, the Disney board may have a lot of convincing to do. Peltz unsuccessfully pressured the board to grant him a board seat in January, and the company stock price has fallen since then. The current board’s track record is sketchy. As CNBC reported, ‘Every board member, aside from Iger, has presided during a time where shareholder return has been negative.’..Now it is up to Disney’s board and management to outline a compelling turnaround story for investors before Peltz makes his case for removing several of Disney’s board members. To his credit, Iger started singing the praises of Disney’s potential turnaround this week.” CHIEF EXECUTIVE

 

Goodyear’s CEO to Step Down Amid Company Overhaul

Activist Firm Elliott Management behind the push to decrease costs by $1B

“Goodyear Tire & Rubber Co. said it will seek a new chief executive officer, cut costs and weigh options for several business lines as part of a sweeping overhaul under pressure from activist Elliott Investment Management…Goodyear on Wednesday also announced a 'transformation plan' designed to reduce annual costs by $1 billion by 2025, boost profitability and cut debt by $1.5 billion. The company said it could generate gross proceeds of more than $2 billion as it pursues strategic alternatives for its chemical unit, the Dunlop brand and the Off-the-Road equipment tire business.” BLOOMBERG

 

Rory McIlroy Resigns from PGA Tour Board

The esteemed pro has been outspoken about his opposition to the LIV-PGA Tour Merger

 

“Few golfers had been more strident critics of LIV and the players who joined it, and the PGA Tour had benefited from the credibility of a four-time major tournament winner’s serving, in effect, as its leading public champion….Although he soldiered on, he signaled this week that he had tired of the role. Asked in the United Arab Emirates whether he was enjoying his board tenure, Mr. McIlroy replied: “Not particularly, no. Not what I signed up for whenever I went on the board. But yeah, the game of professional golf has been in flux for the last two years.” THE NEW YORK TIMES

 

Should Meta Disclose Mark Zuckerberg’s Cage Fighting Risk?

Is his unconventional and risky hobby a liability to the company?

 

“Meta’s Mark Zuckerberg has become increasingly obsessed with formal mixed martial arts fighting, and is training for a competitive fight next year. But the chief executive officer faced a major setback: He tore his ACL in training and underwent surgery to repair it. The photo of his wife Priscilla wiping his brow set off a series of hilarious memes. But there is a serious consideration here about whether Meta Platforms Inc.’s co-founder, CEO and controlling shareholder has a duty to disclose his MMA activities to investors, particularly if formal contests are in his future. What if it’s worse next time? Zuckerberg posted about his surgery on Instagram, and there was no filing or company statement.” BLOOMBERG

 

US Corporate Boards Are More Diverse Than Ever, But the Pace of Growth is Slowing

The 2023 class of new directors is less diverse than in 2022

 

“Corporate boards have become significantly more diverse over the past five years, according to a new report from The Conference Board and ESGAUGE. The share of female directors in the S&P 500 increased from 23% in 2018 to 32% in 2023, while the reported share of racially/ethnically diverse directors grew from 20% in 2018 to 25% in 2023. As the report points out, however, the reported growth in both racial and gender diversity has slowed in the past year. The share of reported female directors increased by one percentage point, from 31% in 2022 to 32% in 2023. And the share of reported racially/ethnically diverse directors remained virtually unchanged, rising from 24% in 2022 to 25% in 2023.” THE CONFERENCE BOARD

    Seat at the Table

    • Kohl’s appoints to its board Adolfo Villagomez, Chief Executive of Progress Residential

    • The New York Times Corporation appoints to its board Anuradha B. Subramanian, CFO of Bumble, Inc.

    • Transportation manufacturer Dana Incorporated appoints to its board Steven Miller, Portfolio Manager at Icahn Capital

    • Engineering firm Jacobs elects to its board Julie Sloat, CEO and President of American Electric Power Company; and Louis Pinkman, CEO of Regal Rexnord Corporation

    • Digital transformation firm Orion Innovation adds to its board Donna Milrod, EVP and Chief Product Officer of State Street Corporation

    • Metals Acquisition Limited appoints to its board Graham van’t Hoff, former EVP of Chemicals for Shell

    • Biotechnology firm PepGen welcomes to its board Dr. Howard Mayer, former EVP and Head of Research and Development at Ipsen Pharmaceuticals

    • AECCOM elects to its board Derek Kerr, former Vice Chair and President of American Airlines regional operation American Eagle

    • Digital operator VEON adds to its board Mike Pompeo, Former U.S. Secretary of State

    • PropertyGuru welcomes to its board Ray Ferguson, former CEO of Standard Chartered Bank, Singapore

    LinkedIn
    Twitter
    Facebook

    About Boardspan
    Boardspan is the leading provider of digital governance solutions for boards across all sectors. Our cloud-based assessments, benchmarking analytics and governance education programs complement our board search and advisory services to deliver a holistic approach to governance. Boards of all sizes and stages rely on Boardspan to deliver analytics, insights and outcomes that improve their effectiveness and performance. Clients include KKR, The Kellogg Foundation, Ingersoll Rand, Farfetch, McAfee, Beyond Meat, Box, e.l.f. Beauty, Satellite Healthcare and the U.S. Olympic & Paralympic Committee.

    Copyright © 2023 Boardspan. All rights reserved.

    Boardspan updates its Privacy Policy in response to evolving best practices and regulatory requirements, such as GDPR. We value transparency and like to share these policies for use of our website and other information we offer.

    Boardspan, 3000 El Camino Real, Bldg. 4 Suite 200, Palo Alto, CA 94306, USA

    Unsubscribe Manage preferences