News

  • Boardroom

    The week in GRC: Cyber-threats increase for companies over the past year and Supreme Court says CFPB funding structure is legal

    This week’s governance, compliance and risk-management stories from around the web – Cyber-security threats increased for companies over the past year, according to a survey of compliance professionals conducted by The Wall Street Journal (paywall). Nine out of 10 companies said cyber-security risks rose, with nearly half of respondents saying the risk increased substantially. Almost all mid-size companies – those with between $50 mn and $1 bn in revenue – said they felt cyber-threats had increased. Other major areas of concern among the compliance professionals surveyed included regulatory scrutiny and enforcement, cited by 78 percent of respondents, and the digitization…

  • Shareholders & Activism

    Lobbying activity proposal draws significant support at Verizon AGM

    Several companies have faced interest in their political involvements in an election year More than a third of votes cast at Verizon Communications’ recent AGM backed a shareholder proposal seeking information about the company’s lobbying activities. The result – 34.6 percent of votes cast were for the resolution, according to an SEC filing – was not a majority but it marks a level of support widely seen as significant by governance professionals. In a US presidential election year, Verizon is not the only company where investors are seeking information about corporate lobbying. The proposal filed with Verizon asked the company…

  • Regulatory & Compliance

    Experts share governance insights on SEC climate-disclosure rules

    Panel looks at next steps for companies amid uncertainty about requirements Governance Intelligence and IR Magazine, in partnership with Broadridge, recently hosted a webinar in which a panel of experts shared their insights on what boards and governance teams are considering about the SEC’s climate disclosure rules and the next steps they should be taking. Although there continues to be uncertainty about the future of the rules, which are being challenged in court, and companies find themselves in widely different circumstances, the panel underlined the need for the rules to be taken seriously alongside regulatory developments across the world. Here…

  • ESG & DE&I

    Engagement on ESG issues key to managing downside risk, experts say

    Engagement on governance issues higher but has lower impact on downside risk than environmental or social issue engagement Companies engaging in ESG-related conversations can mitigate and reduce theirdownside risks, according to astudy published in the Review of Financeby the Oxford University Press. The argument, framed within a context of the increasing recognition of the importance of ESG factors in investment decision-making, highlights that engagement on ESG issues can yield tangible benefits for investors by lowering afirm’sdownside risks. It states:‘Institutional investor engagement on ESG issues has become increasingly prevalent in financial markets. A primary goal of these engagements is to engender…

  • People

    Former Hertz and Conagra general counsel joins Hormel

    Colleen Batcheler is a food-industry legal veteran Colleen Batcheler has been appointed senior vice president for external affairs and general counsel at Hormel Foods Corporation. Batcheler was previously executive vice president, general counsel and secretary of Hertz Global Holdings and before that was executive vice president, general counsel and corporate secretary at Conagra Brands.In her new role, she oversees Hormel’s global legal and external affairs function, including corporate governance and securities, M&A, intellectual property, litigation, labor & employment and legislative & regulatory affairs. She reports to Jim Snee, the company’s board chair, president and CEO.Batcheler joined Hertz in May 2022.…

  • Shareholders & Activism

    Perception studies are the foundation of effective targeting

    Professional surveys offer valuable insights into stakeholder thinking Between investor shyness and their own busy schedules, executives can find it hard to understand shareholder concerns. But by leveraging third-party expertise and embracing the power of perception studies, public company executives can garner data to inform and improve investor targeting. Meetings. Emails. Newsletters. Executives have plenty of ways to communicate with shareholders. But what happens when they need to understand what stakeholders are themselves thinking, in order to improve their prospective investor targeting? An increasing number of companies are opting for perception studies. Professional surveys, typically conducted by third-party experts, they…

  • Boardroom

    The week in GRC: Norfolk Southern shareholders back three activist nominees and US companies avoid politics ahead of election

    This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that hedge fund firm Shah Capital urged Novavax shareholders to vote against the re-election of three directors and proposals related to executive compensation, weeks after pressing for a board shake-up at the Covid-19 vaccine maker. Shah Capital said the company was ‘undervalued and continues to suffer from poor profitability’. Last month, it urged Novavax to adopt a marketing strategy targeting consumers who are hesitant to receive mRNA vaccines. The investor had previously said it plans to put forward two of its own candidates for appointment…

  • ESG & DE&I

    GM faces investor vote on supply-chain sustainability

    Proponent concerned about supplies of low-carbon materials and deforestation A shareholder proposal asking Lockheed Martin Corporation to explain how it plans to cut greenhouse gas (GHG) emissions, including those classified as Scope 3, has attracted significant – though not majority – support at the aerospace and defense company’s AGM. The resolution, filed by As You Sow, does not name Scope 3 directly but asks that Lockheed Martin’s board release a report ‘disclosing how [the company] intends to reduce its full value-chain emissions in alignment with the Paris Agreement’s 1.5°C goal.’ According to an SEC filing, it received support from 32.2…

  • ESG & DE&I

    Scope 3 emissions proposal attracts support at Lockheed Martin AGM

    Almost a third of votes cast back the resolution Editor’s note: In this month’s episode of the Governance Matters podcast, Bruce Goldfarb, president and CEO of Okapi Partners, discusses lessons for boards and governance professionals from two of the most high-profile proxy contests of the year, involving The Walt Disney Company and Starbucks. Click here to download. This article discusses the investor relations implications This is the end of a ‘clash of the titans’ saga. Disney and its CEO Bob Iger have prevailed in their fight against Nelson Peltz and his activist fund Trian Partners. According to Disney’s press release,…

  • Shareholders & Activism

    Comment: As Disney activist fight shows, increased engagement from institutional shareholders is a permanent shift

    Heads of IR are conductors of their company’s reputation in a world of crisis, says Jean Benoit Roquette General Motors (GM) shareholders will vote at the company’s AGM next month on a proposal seeking an annual report providing ‘additional disclosure on sustainability risks within its supply chain and risk-mitigation efforts.’ Green Century Capital Management, which filed the resolution, encourages GM’s board and management to assess in the report: ‘The pros and cons of joining global value chain emissions-reduction efforts, such as the Aluminum Stewardship Initiative and ResponsibleSteel, and demand-aggregation initiatives such as SteelZero and the Sustainable Steel Buyers Platform ‘Progress…

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