News
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Norfolk Southern appoints compliance leader
Company has faced scrutiny following last year’s derailment of one of its trains Norfolk Southern Corporation has hired Angie Kolar as vice president and chief compliance officer, effective April 9. It is a new strategic position at the company. She will report to executive vice president for corporate affairs and chief legal officer Nabanita Nag. In her new role, Kolar will be responsible for overseeing Norfolk Southern’s business ethics and compliance function. ‘She will work closely with our enhanced safety function to advance Norfolk Southern’s safety culture and drive engagement throughout the organization,’ the company says in a statement. ‘Kolar…
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Estée Lauder parent company’s general counsel to step down
Deirdre Stanley has been with the firm since 2019 Ira Millstein, a ‘legend’ in the corporate governance world, senior partner with Weil Gotshal & Manges and founding chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, has died aged 97, his firm has announced. Weil executive partner Barry Wolf says in a statement: ‘The legal community has lost a true visionary. We mourn the loss of our partner and friend and celebrate his achievements and his role in shaping Weil into the firm it is today.’ The Council of Institutional Investors (CII) says in…
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Governance ‘godfather’ Ira Millstein dies
Millstein described as ‘legend’ of corporate governance – Reuters (paywall) reported that Choice Hotels International said it had dropped its hostile bid for rival Wyndham Hotels & Resorts after failing to garner enough support from the target’s shareholders. The company will also withdraw its nomination of independent director candidates for election at Wyndham’s 2024 AGM. ‘While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude that a path toward a transaction is available at this time,’ Choice…
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The week in GRC: US judiciary aims to curb ‘judge shopping’ and issuance of sustainability-linked bonds drops
This week’s governance, compliance and risk-management stories from around the web Deirdre Stanley, executive vice president and general counsel of The Estée Lauder Companies (ELC), has decided to step down from her role to ‘embark on a new chapter’, according to the firm. Stanley will continue in her position until April 2, 2024, and her successor will be announced at a later date, the New York-based company says. She did not respond immediately to a request for comment. Stanley joined ELC in her current position in October 2019. She is a member of the company’s executive leadership team and advises…
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CSRD & ESRS compliance: Challenges, strategies – and the global impact on companies
New EU regulation ‘may become a de facto global ESG reporting standard’ Applied since only January this year, the EU’s Corporate Sustainability Reporting Directive (CSRD) has already emerged as a global, transformative force in the ESG regulatory context. Replacing the Non-Financial Reporting Directive, CSRD came into force in January 2023 and has applied since the start of this year. Alongside CSRD, the European Financial Reporting Advisory Group (EFRAG) developed the European Sustainability Reporting Standards (ESRS) as a roadmap for CSRD compliance by generating information that helps investors understand the sustainability impact of the companies in which they invest. This must…
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Proposal seeks report on checking for misuse of Texas Instruments chips
Quaker group concerned about products ending up being used in Russia’s invasion of Ukraine Texas Instruments (TI) is set to face a vote on a shareholder resolution seeking information about possible misuse of its products including in Russia’s invasion of Ukraine. The SEC has declined to give TI the green light to omit the measure from its upcoming AGM. Specifically, the proposal brought by Friends Fiduciary Corporation (FFC) asks that TI’s board ‘commission an independent third-party report… on [the company’s] due diligence process to determine whether customers’ misuse of its products expose the company to human rights and other material…
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The governance data that can impress investors – and why
A passive approach to governance data can be a disadvantage, says Dr William Cox Why do investors focus on governance? Well, numerous studies have shown a positive connection between good governance and higher stock prices as well as easier and cheaper access to capital. But there are plenty of cases where supposedly ‘good’ governance turns out to be a rotten apple. One reason can be that checking the boxes on governance structures can easily disguise dangerous weaknesses in actual governance and management. This passive approach did not prevent governance meltdowns such as Enron, WorldCom, Lehman Brothers and, recently, Signa. They…
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SEC approves first US climate disclosure rules: Why the requirements are much weaker than planned and what they mean for companies
Companies face new rules for disclosing their climate-related risks After two years of intense public debate, the SEC approved the nation’s first national climate disclosure ruleson March 6, 2024, setting out requirements for publicly listed companies to report their climate-related risks and, in some cases, their greenhouse gas emissions. The new rules are much weaker than those originally proposed. Significantly, the SEC dropped a controversial plan to require companies to report Scope 3 emissions – emissions generated throughout the company’s supply chain and customers’ use of its products. The rules do require larger companies to disclose Scope 1 and Scope…
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Elanco names new general counsel
Shiv O’Neill was previously deputy general counsel for the Americas at the company – The Wall Street Journal (paywall) reported that JetBlue Airways and Spirit Airlines terminated their merger agreement, weeks after a judge ruled that the $3.8 bn deal would reduce competition and harm cost-conscious fliers. The airlines had appealed the judge’s January ruling but said on Monday they had come to the conclusion that they probably couldn’t overcome the legal and regulatory hurdles. JetBlue CEO Joanna Geraghty told employees the federal court ruling and the US Department of Justice’s (DoJ) continued opposition made the probability of prevailing anytime…
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The week in GRC: GOP-led states sue over SEC climate rules and DoJ plans to pay more whistleblowers on corporate crime
This week’s governance, compliance and risk-management stories from around the web NYSE-listed Elanco Animal Health has promoted Shiv O’Neill to become executive vice president, general counsel and corporate secretary. In her new role, O’Neill is responsible for the global strategy and operations of the company’s legal team, ethics & compliance organization and ESG efforts. Most recently, she was vice president and deputy general counsel for the Americas at Elanco. In that position she led the strategy and operations of Elanco’s commercial and regulatory legal team in the Americas and provided strategic advice and counsel to company leaders in its US…