Across the Board
The Intel Warning: Why Boards Must Prepare for Political Disruption
As politics and national security collide with strategy, the Intel case highlights the limits of traditional board oversight
"The semiconductor industry has long been a battleground for geopolitical influence, but the 2025 crisis at Intel underscores a new reality: corporate governance in politically sensitive sectors is no longer a matter of internal boardroom dynamics alone…. For investors, the episode raises urgent questions about how board-CEO relationships in critical industries can withstand—or be weaponized by—external political pressures…. The Intel case study reveals a systemic issue: in industries where corporate decisions directly impact national security, traditional governance models are inadequate. The Revlon doctrine, which prioritizes short-term shareholder value, has incentivized boards to pursue immediate gains over strategic resilience. This is particularly problematic in semiconductors, where delays in manufacturing or R&D can cede ground to geopolitical rivals. For investors, the lesson is clear: governance structures in politically sensitive sectors must evolve to incorporate national security considerations into fiduciary duties.” AINVEST
After Trump’s Intel Rebuke, Some Former Directors Call for Full Breakup
The group reiterates their October 2024 position statement pushing for changes at the US chipmaker
"In a rare joint statement, four former Intel board members have called for a major restructuring at the chipmaker. Charlene Barshefsky, Reed Hundt, James Plummer, and David Yoffie urged shareholders to call for spinning off Intel Foundry—its manufacturing arm—into an independent company, with its own CEO and board, to restore competitiveness and address national security concerns…. The statement to Fortune comes close on the heels of US president Donald Trump calling for Intel CEO Lip-Bu Tan to resign immediately, over his Chinese ties. The ex-directors emphasised that the decision on Tan’s future rests with Intel’s board and shareholders, but argued that only a decisive break from the current structure could reverse years of underperformance. Intel has cycled through four CEOs in seven years with limited progress, they noted.” MSN
Target Looks for Its Next CEO Amid Internal Strain
With flagging sales and employee morale slipping, the board faces pressure to get succession right
“For more than two years, [Target] Chief Executive Brian Cornell has said the company would turn things around with a focus on unique products, good values and improving fundamentals like better stocking its shelves. So far, that strategy hasn’t produced much sales growth. Target reports its latest quarterly results Aug. 20.... Cornell, 66 years old, is preparing to step aside as CEO after more than a decade in the role. In 2022, the board eliminated its mandatory retirement age of 65 and said Cornell had committed to stay approximately three more years. The board has been running a CEO succession process, and among the candidates is one of his top deputies, Michael Fiddelke, the current chief operating officer, said people familiar with the situation.... In a June survey sent to medium and large investors by Mizuho Securities, 96% of the 51 that responded said they would prefer an external candidate as Target’s next CEO.” WALL STREET JOURNAL
Engaging Shareholders When the Stakes Are Higher
Investor relations and governance teams must navigate rising scrutiny while reinforcing long-term alignment
“Shareholder engagement remains a top priority for companies navigating today’s complex capital markets. Proactively engaging key shareholders allows companies to communicate their long-term strategies, explain operational decisions and develop and strengthen relationships with this key stakeholder group. This need for engagement has only grown amid unstable economic conditions, including supply chain issues, inflation, tariffs, trade tensions and related market volatility. Recent anti-DE&I and anti-ESG movements, executive orders issued by the new US administration, changing proxy advisory firm policies and renewed efforts by shareholder activists all underscore the need for proactive engagement with key shareholders.” GOVERNANCE INTELLIGENCE
Opinion: Take the Long View in a Volatile Political Environment
When the guardrails disappear, directors must have steady hands on the wheel
“These are strange times for public company directors. The Nasdaq Composite and S&P 500 are trading at or near all-time highs. Unemployment is near historic lows. Yet, uncertainty abounds, driven, in large part, by dramatic changes in the legal environment. Some of the legal uncertainty arises from the federal government imposing new restrictions and regulations. Trade policy has descended into incoherence with tariffs added and removed on a weekly basis. Federal regulators have sought to cut funding or withhold necessary approvals to punish companies for adopting policies that promote DEI…. Much of the uncertainty, however, comes from the removal of regulatory oversight.” DIRECTORS & BOARDS
ABA Ends Diversity Requirements for Governing Board Seats
Candidates for the diversity seats will now be evaluated based on their involvement in groups or initiatives, lived experience, professional work, or obstacles overcome and resilience developed
“The American Bar Association will no longer set aside five seats on its Board of Governors for women, racial minorities and other underrepresented groups under a change approved Tuesday by the ABA's policymaking body. Those seats will now be open to candidates who are committed to ‘advancing the values of diversity, equity, and inclusion,’ regardless of their demographic backgrounds, the ABA's House of Delegates said…. The change comes as the ABA, which is the largest voluntary lawyer organization in the United States, faces mounting scrutiny of its diversity and inclusion efforts during President Donald Trump's second term…. The House of Delegates rejected several proposed changes that would shrink its own size and reduce the size of the Board of Governors — which oversees management of the ABA — from 43 to 32 members. That failed proposal would have reduced the number of diversity board members from the current five to three.” REUTERS
Doing Business Globally? A Reminder to Check the Risks When Working Across Borders
Boards are discovering that what works in Delaware might not protect them in Dubai
“As multinational corporations expand their global footprint, many boards presume their governance frameworks travel seamlessly along with their products and services. But legal systems don’t globalize the way supply chains do and oversight mechanisms doesn’t scale just because operations do. Today, a single decision in a New York boardroom can trigger legal exposure in São Paulo, regulatory scrutiny in Brussels, and reputational damage in Southeast Asia. And yet, many U.S.-based Directors and General Counsels continue to approach governance and international oversight with frameworks designed for Delaware, not Dubai. The consequence? A widening governance gap between what boards are held accountable for and what they can realistically see and control.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Engine Capital Pressures Avantor Board After CEO Change
With performance lagging and investor confidence low, the activist calls for fresh directors, and possibly a sale
“Activist investor Engine Capital has urged Avantor to refresh its board with new directors, undertake cost cutting initiatives and even consider selling itself…. The move comes as Avantor's stock has slumped 45% this year, as the company faces weak demand from biotech and large pharma following the Trump administration's research funding cuts…. Engine, which owns about 3% stake in Avantor, highlighted the company's challenges over the last five years in its letter to the firm's board, including repeated forecast cuts and consistent underperformance versus investor expectations…. Avantor, which supplies chemicals, lab products and services to research and biopharma customers, said its board is ‘actively engaged’ in setting and executing strategy which is in the best interest of the company and its shareholders.” REUTERS
The ESG Struggle: Between Commitment and Constraint
Companies are narrowing focus, integrating ESG into risk management, but not yet making it central to strategy
“The Thomson Reuters Institute made several predictions in early 2025 around sustainability. And while the corporate landscape in this space continues to evolve, significant adaptations in the way companies approach environmental, social, and governance (ESG) initiatives in 2025 were initially anticipated. Early outlooks suggested an increasing importance of corporate governance and that companies were narrowing the scope of their ESG activities and giving more prioritization to embedding sustainability into their corporate business strategies. Yet, by mid-2025, certain forecasts have altered. While companies are still moving forward with their sustainability strategies, few are taking advantage of the opportunity to use sustainability as a strategic lens for competitive advantage. In addition, many are narrowing their material impacts, risks, and opportunities to only those that are core to their business strategy and operations.” THOMSON REUTERS
Sierra Club Board Ousts Executive Director Ben Jealous
After a turbulent tenure marked by layoffs and internal conflict, the board votes unanimously to remove him for cause
“The Sierra Club’s board of directors Monday voted to oust the group’s executive director, Ben Jealous. The group’s board ‘has unanimously voted to terminate Mr. Jealous’ employment with the Sierra Club for cause following extensive evaluation of his conduct,’ Sierra Club spokesperson Jonathon Berman said Monday in an email…. The board’s vote follows the group’s cryptic announcement in July that Jealous was on leave following his two tumultuous years leading the environmental nonprofit. The group’s leadership informed staff in July that Loren Blackford would be serving as interim executive director while Jealous was on leave. The group did not offer details about the cause of the leave or how long it would last. His ouster follows several turbulent years at the group.” POLITICO
Opinion: Mitigating Board Dysfunction
Accountability requires clarity, especially around where board duties end and management begins
“It’s a long-standing problem for companies of all types and sizes: a dysfunctional board of directors. As many as an estimated 25% of boards are dysfunctional and, given today’s politicized environment with organizations facing economic uncertainty and escalating tariffs and trade wars, the problem could get worse…. The first step is to set clear expectations for the roles of the CEO and the board. Management manages and the board governs. It really is that simple. But simple does not mean obvious…. Without an appreciation of the balance their respective roles require, no one should be surprised that CEOs and boards end up in conflict.” FORBES
|
|
