News
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Stripe legal chief to be next AIG general counsel
Patricia Walsh to start at the insurance company on December 1 Institutional investors have launched an engagement campaign with 100 companies over nature loss. The investors, part of campaign group Nature Action 100, have called on the issuers to meet a list of expectations around nature-related risks. The companies are selected from a list of eight sectors, including metals and mining, food and chemicals. They have also been identified as having a high impact on nature, according to analysis by the Finance for Biodiversity Foundation. The investor group says it will publish an annual benchmark from 2024 stating the progress…
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AIG promotes general counsel Lucy Fato
Fato to take up newly created position of vice chair with the company American International Group (AIG) is promoting Lucy Fato, executive vice president, general counsel and global head of communications and government affairs, to the newly created position of vice chair, effective October 1. In her new role, Fato will report to AIG chair and CEO Peter Zaffino. Rose Marie Glazer, executive vice president and chief human resources and diversity officer, will serve as interim general counsel and head of government affairs and Jennifer Silane, chief of staff to Zaffino, will serve as interim head of global communications in…
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Why newly proposed PCAOB standards could impact ESG
Sarah Fortt and Malorie Medellin explain how proposals may pull sustainability matters into audit processes, procedures and expenses The Public Company Accounting Oversight Board (PCAOB) on June 6 proposed new auditing standards designed to further its ‘investor-protection mandate’. These standards, if adopted, would heighten requirements for auditors to identify, evaluate and communicate regarding a company’s possible or actual non-compliance with laws and regulations. In proposing the standards, PCAOB chair Erica Williams cited a recent $1 bn class-action settlement regarding alleged misleading corporate compliance statements. She noted the ‘devastating consequences’ of corporate non-compliance, specifically the ‘sanctions, fines and civil settlements [that]…
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The Governance Papers: The cost of sexual harassment, the Gen X board effect – and more
In the first instalment of a new series for Corporate Secretary, Jeff Cossette reports on academic research providing insights for governance professionals 1) The price of sexual harassment How much does workplace sexual harassment damage company value? Evidence from a new study suggests it’s more than you might think – a lot more. Until now, researchers have approached the question by measuring the short-term stock market reactions around public revelations of sexual harassment scandals. This line of research documents an immediate shareholder value loss of 0.6 percent to 1.5 percent of market cap. But the short-run market reaction may vastly…
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PepsiCo finds governance success through evolution
Why PepsiCo was named governance team of the year (large cap) at the Corporate Governance Awards What have been some of the key questions and challenges you have discussed with boards and governance professionals in light of the pandemic? My view and the view of colleagues, not only internally at Nasdaq but also [externally], is that Covid-19 has rewritten the rules of corporate governance in many ways. I categorize it in four areas. First, there is much more focus on the intersection of business and society, which of course is a very broad area. The second is stakeholder issues. You…
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Why board resolutions mustn’t be forgotten
Failing to obtain – and document – board approval for certain actions can have important implications for a company Recordkeeping can be a hassle: it costs money and time to maintain records. But it is a necessary and crucial part of every company. The failure to maintain proper records can have detrimental consequences on the validity of a company’s actions, particularly when that failure is the failure to properly document board approval of key company decisions. Every company that has a board of directors or board of managers – regardless of the company’s size, maturity or industry – has a…
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5 must-read books for corporate secretaries
How to build your corporate governance library. Now that industry-wide conferences are in full swing, whether you are traveling to your destination by bus, train or hopping on a plane, there should be some spare time to get in a little bit of reading. So, corporate secretaries should consider using some of that valuable time building or adding to your corporate governance library. We spoke to a few industry experts and governance professionals who recommended some books worth reading – books that can help corporate secretaries keep up with the changing regulatory environment and other emerging issues. Here are a…
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Managing subsidiary boards
The oversight function of a parent company’s board of directors extends across its subsidiaries. So what role is left for directors on subsidiary boards? Many companies have subsidiaries, either wholly or partially owned, whose financial data are consolidated into the par- ent’s financial statements. The subsidiaries also may make separate filings, perhaps because they have a stock-market listing that is distinct from their parent. When subsidiaries do prepare separate financial reports, it helps all of the group’s execu- tives, directors and board committees, as well as investors and analysts, in their efforts to better understand the perform- ance of each…