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6/29/23 – Issue 8.24 – Your weekly news on all things board. 

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The Biogen board appears to be stabilizing: Despite controversy around Susan Langer and Alex Denner’s romantic partnership, shareholders elected Langer to the board this week. Langer, daughter of Moderna co-founder Bob Langer, was backed by proxy adviser ISS. Meanwhile, Denner is still under scrutiny for his actions at Biogen and their potential impact on his activist campaign at Alkermes Plc.  

 

In other news, will there be a global baseline for ESG standards; activist firm Elliott demands a new CEO at NRG; philanthropist and board member James Crown dies; and nine mistakes to avoid when transitioning a CEO. 

 

Everyone at Boardspan wishes you a happy 4th of July! (There will be no newsletter next Thursday, as our team takes time to enjoy the holiday.)

 

In the Spotlight

 

Biogen Shareholders Back Susan Langer for Board Seat

Langer was a recommended candidate, supported by ISS 

 

“Biogen shareholders elected former company executive Susan Langer as a director on Monday, weeks after her romantic partner, Alex Denner, vacated the seat and the board nominated her to replace him. Langer, 32, had served in various roles at the biotech company from 2013 to 2019. She is the daughter of Bob Langer, who co-founded vaccine maker Moderna. Denner was a hedge fund manager, who had been a Biogen director since 2009 and headed the company's nominating and governance committee.” REUTERS

 

Analysis: Activist Pro Tip: Don’t Put Your Girlfriend on the Board

Bloomberg enumerates the many ways in which Alex Denner’s actions were ill-advised

 

“As an activist investor, Alex Denner has made a career out of telling companies what they are doing wrong and convincing shareholders that he can make them better. A cringey corporate governance disaster risks ending his ability to do either. Denner, the head of Sarissa Capital Management, is stepping down from the board of drugmaker Biogen Inc. to pursue a campaign against one of its partners, Alkermes Plc. If that seems questionable, it is nothing compared to Denner’s solution for filling the seat he’s vacating. In a brazenly inappropriate act, Denner has determined that his girlfriend, Susan Langer, is the fiduciary Biogen and its shareholders need.” BLOOMBERG

 

From Boardspan this Week:

 

How Not to Let an Activist Investor Ruin Your Day

Boards are the source of the best advice to give CEOs on how to respond to an activist challenge

 

“Arguably, the single best way to ruin a CEO’s day is to report that an activist is on the phone and has just taken a position in the CEO’s company. More and more CEOs are getting this call, as activist investing has exploded in recent years…How to get ready for the call? The first key step is to understand the common patterns and investment theses of activists in general, and of those in your sector in particular. That will help you pressure-test your strategy and your relationships with your investors. The other key step is to create a comprehensive ‘break the glass in case of emergency’ plan.” BAIN & COMPANY via BOARDSPAN

 

Across the Board

 

Who Will Set the Standards for ESG Governance?

As ISSB releases its initial standards, many push for a global baseline
 

"The ISSB consulted widely before it built its guidance on a number of established voluntary standards including from the Task Force on Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board. It was created to respond to widespread stakeholder demands for more consistent and reliable information about companies’ sustainability plans and performance amid mounting decarbonization promises, regulation and climate change impacts...The still-to-be-finalized Securities and Exchange Commission rules are expected to take a lighter touch than the ISSB. EU rules require more disclosure, particularly for stakeholders beyond investors. Even so, there has been real interest from the U.S. corporate and investor communities for the ISSB standards as a choice that might be voluntarily made, separate from what might be required from a regulatory perspective, said Sue Lloyd, vice chair of the ISSB..A consistent global baseline would also make it easier for companies to estimate and report so-called Scope 3 emissions, defined as those in their value chain…Alignment would also reduce the costs of producing the information. A common language and a common set of definitions are needed to build a good taxonomy that can be translated into a digital taxonomy, lowering compliance cost and making it easier…” WALL STREET JOURNAL (WSJ PRO)

 

Elliott Investment Management Calls for a New CEO at NRG

NRG is pursuing a “deeply flawed strategy,” firm claims

 

“The activist investor is demanding that NRG immediately initiate a search for an external CEO and add new directors to its board, according to a public letter Tuesday…Elliott has criticized the company’s leadership and strategy, especially its $2.8 billion acquisition in March of home technology provider Vivint Smart Home Inc…Elliott has called the Vivint acquisition the 'worst deal of the decade.' The investor said in the letter that the strategy it is pushing could ‘create more than $5 billion of value at NRG.’” BLOOMBERG

 

Prominent Investor and Board Director James Crown Dies in Car Crash

Crown was Chairman of the Aspen Institute, held seats at General Dynamics, Sara Lee, and J.P. Morgan

 

“Crown, 70, died in a single car accident at the Aspen Motorsports Park on Sunday, according to the local coroner…Crown was part of a wealthy Chicago family, the grandson of an industrialist and investor. He had taken over running the family’s investment firm named after his grandfather, Henry Crown, which invests in public and private companies and real estate. He had been a member of the board of General Dynamics, which acquired his grandfather’s company, since 1987 and joined the board of Chicago-based Bank One in 1991…At Bank One, he helped hire Jamie Dimon as chief executive. A few years later, they sold Bank One to JPMorgan in a 2004 merger. Crown remained the biggest individual holder of stock on JPMorgan’s board…Dimon told his board he was in ‘shock and mourning.’” WALL STREET JOURNAL

 

Report: 80 Percent of Google’s Video Ad Placements Violate the Company’s Own Standards

Google Video Partners say the alleged violation is a huge breach of trust

 

“Google charges a premium, promising that the ads it places will run on high-quality sites, before the page’s main video content, with the audio on, and that brands will only pay for ads that aren’t skipped. Google violates those standards about 80% of the time, according to research from Adalytics, a company that helps brands analyze where their ads appear online.…Among the major brands whose Google video-ad placements weren’t in line with the promised standards were Johnson & Johnson, American Express, Samsung, Sephora, Macy’s, Disney+…In a statement, Google said the report 'makes many claims that are inaccurate and doesn’t reflect how we keep advertisers safe.'” THE WALL STREET JOURNAL

 

Nine Mistakes Your Board Should Avoid when Transitioning CEOs

The information your board needs in order to avoid a CEO transition nightmare 

 

“Transitioning CEOs is a complex process and is often fraught with business and legal challenges. Boards of directors must navigate a web of contractual obligations, corporate governance requirements, reporting standards, as well as communications with shareholders, employees and other stakeholders…Boards must account for contractually- and legally-mandated notice periods, carefully consider when to inform the outgoing CEO and mobilize and communicate with the internal team. They also have to determine whether there are any notice obligations or other timing considerations relating to the incoming CEO.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

How to Harness the Benefits of Corporate Diversity

While U.S. companies are making strides in diversity hiring, retaining that talent has proven difficult

 

“...corporate directors, academics and other governance experts are calling for companies to focus more on retaining and nurturing the people they hire. Among the components of DEI – diversity, equity and inclusion – they argue a focus on the latter two themes is crucial to make diversity more than just a box-checking exercise and necessary to reap its benefits…there is mounting evidence that companies that score high on DEI metrics also perform better financially…more focus was being placed on equity – or fair treatment of employees to create a level playing field – and inclusion as some companies were finally embracing the idea that ‘you need D, E, I to work in tandem to truly get the advantages of having a diverse organization.’” REUTERS

    Seat at the Table

    • Boardspan congratulates Cindy Swanson, former Chief Financial Officer of PepsiCo Europe and Sub Saharan Africa, on her appointment to the board of The Boston Beer Company. Boardspan is delighted to have advised The Boston Beer Company on this placement

    • Work management platform Smartsheet welcomes to its board Khozema Shipchandler, President of communications company Twilio

    • Medical solutions company Boston Scientific elects to its board Dr. Jessica Mega, co-founder and former Chief Medical Officer of Verily Life Sciences; and Susan Morano, former VP of Business Development for Johnson & Johnson

    • Medical technology company Medtronic appoints to its board Greg Lewis, Senior Vice President and Chief Financial Officer at Honeywell

    • E-commerce company Shopify adds to its board Bret Taylor, former Co-CEO of Salesforce

    • Electric aircraft manufacturer Joby Aviation elects to its board Tetsuo Ogawa, President and CEO of Toyota Motor North America

    • Battery company Enovix appoints to its board Joseph Malchow, Founding Partner at venture capital firm HNVR Technology Investment Management

    • Cost management platform MultiPlan Corporation welcomes to its board John Prince, former President and Chief Operating Officer of UnitedHealth Group’s health services platform Optum

    • La-Z-Boy elects to its board Raza Haider, Chief Product and Supply Officer of audio equipment manufacturer Bose Corporation
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    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.

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