News
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Preparing for proxy season: 15 tips and reminders for in-house teams
Getting ready for the next proxy season is all about preparing well At the recentCorporate Reporting Forumin New York, Governance Intelligence and IR Magazine spoke to Ron Schneider, director of corporate governance services at DFIN, who spoke on one of the day’s panels. Schneider’s session looked deeply into the potential impacts of the SEC’s rulemaking agenda and trends in investor voting policies and proxy adviser recommendations as we head into 2025. He tells Governance Intelligence that AI and cyber-security disclosures will take central prominence as we head into next year and companies work to understand the impacts of emerging technology…
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AI is right around the corner’: DFIN’s Ron Schneider on the latest proxy trends
Emerging technologies will feature high on 2025’s proxy statements Cooley will be hosting two webinars in December 2024 and January 2025 to help companies prepare for the upcoming proxy season: Hot governance and engagement proxy tips you need to know, on December 12, featuring Cooley partner Beth Sasfai, special counsel Michael Mencher, corporate governance senior strategic advisor Broc Romanek, and co-founder and CEO of Proxy Analytics Steve Pantina. Proxy season preview (including ISS and Glass Lewis policy updates), on January 15, 2025, featuring Cooley partners Ali Murata and Brad Goldberg, along with Compensia principal Mark Borges. In advance of these webinars,…
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The week in GRC: Judge denies Musk bid to reinstate 2018 pay package and Trump wants ex-commissioner Atkins to chair SEC
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Stellantis CEO Carlos Tavares resigned amid increasingly ‘different views’ between the executive and the board, the company said. The world’s fourth-largest carmaker said its board accepted Tavares’ resignation. His departure was effective immediately. Stellantis said that its process to appoint a new CEO is ‘well under way’ and that it expects to conclude the search during the first half of next year. Until then, the company said it will establish a new interim executive committee led by chair John Elkann. ‘Stellantis’ success since its creation…
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Lockheed Martin hires next general counsel
Kevin O’Connor will succeed company veteran Maryanne Lavan Governance Intelligence is inviting members of governance teams from around the world to take part in a new online survey – with responses now due by December 20. The survey is designed to generate practical benchmarking data that governance teams can use to guide their work in 2025 and help keep their colleagues and boards abreast of latest practices across the industry. By taking part in the anonymous survey, professionals will be adding to a dataset that Governance Intelligence will use to bring readers actionable information in the months ahead. In this…
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Governance Intelligence sets deadline for submissions to global survey
Data from responses to generate benchmarking insights for governance teams in 2025 Lockheed Martin has recruited Kevin O’Connor as the company’s incoming senior vice president, general counsel and corporate secretary, effective January 13. O’Connor will succeed Maryanne Lavan, who is retiring. Lavan will be a strategic adviser through the first quarter of 2025 to help with the transition. O’Connor is joining Lockheed Martin having most recently been senior vice president and chief legal officer (CLO) for refrigeration and heating, ventilation and air conditioning company Carrier. In that role he has overseen the company’s global legal and compliance issues and has…
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Sarepta Therapeutics’ general counsel steps down
Deputy becomes Ryan Brown’s successor Experts on a panel at Governance Intelligence’s recent Corporate Governance Forum in New York explored some of the best practices for conducting board assessments, a process that has attracted increased attention and that professionals may want to start working on now ahead of proxy season. The board evaluation is an essential means for checking whether directors are working effectively and fulfilling their duties as a board, as committees and as individuals. Conducted well, the process should help boost performance and identify or provide the basis for addressing any issues. Corporate secretaries play a key role…
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Corporate Governance Forum: Experts share insights on board evaluations
It could be a good time to get planning for your 2025 assessment Ryan Brown has stepped down from his role as Sarepta Therapeutics’ executive vice president and chief general counsel, effective November 26, according to an SEC filing from the company. Sarepta states in the Form 8K that Cristin Rothfuss, the company’s senior vice president and deputy general counsel, succeeds Brown as executive vice president and general counsel. According to the filing, Brown will continue as a non-executive employee of the company until around May 9, 2025 to support the transition. Requests for comment from the company and Brown…
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The week in GRC: Walmart ending some diversity programs and Disney agrees to settle pay equity lawsuit
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Macy’s delayed its quarterly results after the company found that an employee had hidden up to $154 mn in corporate delivery expenses over several years, prompting an investigation. Macy’s said a single employee, responsible for small-package delivery expense accounting, had intentionally made erroneous bookkeeping entries since late 2021. The individual didn’t take the amounts in question and the company declined to say how it uncovered the erroneous entries or how it went undetected by the company’s auditor, KPMG. Macy’s said it…
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The week in GRC: SEC’s Gensler to step down on January 20 and CVS reaches deal with activist for four board seats
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that CVS Health reached a deal with investor Glenview Capital for four board seats. Glenview CEO Larry Robbins will join the CVS board effective immediately, alongside three other directors, which CVS said emerged from a ‘productive discussion’ with Glenview. CVS’ board will expand to 16 members. ‘In our discussions with the leadership at Glenview, we agreed that we can deliver greater value from our integrated businesses to all of our stakeholders,’ CVS chair Roger Farah said in a release. The other new directors are Leslie Norwalk,…
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Starbucks attempts to exclude shareholder proposal on cage-free eggs
Humane Society seeking update on coffee company’s ‘commitment in China and Japan’ The mood at the ESG Integration Forum – Europe in London this week was upbeat despite the huge challenges companies face from new regulation, shifting investor sentiment and geopolitical realignments. The attendees – who hold governance, sustainability and IR roles at listed companies –exchanged notes on how ESG-related expectations continue to evolve at a rapid pace and made a determined effort to focus on the opportunities as much as the risks. Unsurprisingly, the Corporate Sustainability Reporting Directive (CSRD) – which also applies to US companies with business in…