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Five key steps companies should take before launching their next shareholder meeting
Shifts in corporate governance trends mean companies need to adjust With the shareholder meeting season rapidly approaching it is important for companies to be aware of the shifts in corporate governance trends. To that end, companies need to know not only which institutional investors own their stock but also how they behave. For example, do they outsource their voting decisions or are decisions made internally? And if decisions are made in house, which teams own or participate in the voting decision —the investment team or the stewardship team? Also, to muddy the waters even more, institutions may have loaned their…
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Governance Intelligence invites professionals to join survey on succession planning
Results to be shared as actionable benchmarking information One of the most important responsibilities for any board is picking the right leadership for its company and ensuring there are effective processes in place for this to happen – either in a prearranged manner or in the event of an unexpected departure. This responsibility has never been more pressing, with reports of potentially record levels of CEO turnover last year. There are no signs that this trend will abate in 2025 as executives face increasing scrutiny from the markets, the political world and their own boards during what is already shaping…
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McDonald’s seeks to exclude proposal on reaching its climate goals
Proponent wants to know if the company is on track for 2030 and 2050 emissions targets McDonald’s Corporation is asking the SEC for the go-ahead to exclude from its 2025 proxy statement a shareholder proposal addressing the fast-food chain’s ability to reach its climate goals. Green Century Equity Fund, which is advised by Green Century Capital Management, has filed the resolution. It requests that McDonald’s ‘disclose an assessment of whether its current climate transition plans and related resource commitments can reasonably achieve its 2030 and 2050 emissions reduction targets, or whether additional plans or commitments are necessary.’ The proponent recommends…
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Hilton hires former top CIA and DoD lawyer as general counsel
Caroline Krass has held several senior legal positions in government Hilton has recruited Caroline Krass to become executive vice president and general counsel, effective March 17. She will report to the hotel company’s president and CEO, Christopher Nassetta. Krass is joining Hilton having spent almost three decades in various US government roles over the course of her career. Most recently she has been general counsel of the US Department of Defense. According to her LinkedIn profile, between 2014 and 2017 she was general counsel for the Central Intelligence Agency (CIA). Before her time with the CIA, her government work included…
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The week in GRC: DE&I links to executive compensation lost ground last year and activist Ancora launches proxy battle at US Steel
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that activist investor Ancora Holdings has launched a proxy battle at US Steel. Ancora announced a strategy to rally shareholders around a plan that would remove US Steel’s CEO and drop litigation to salvage a merger with Nippon Steel. The firm isn’t interested in pursuing a sale of US Steel to another party and said its priority is seeing through a turnaround of the company in the public markets. Ancora has nominated nine director candidates to US Steel’s 12-person board, including former Stelco…
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Starbucks faces vote on cage-free eggs
SEC declines company’s attempt to omit proposal Shareholders in Starbucks Corporation will vote at the coffee company’s March 12 AGM on a resolution about its approach to cage-free eggs in Asia. The Humane Society of the United States (HSUS) is behind the proposal, which asks Starbucks to ‘disclose details of its implementation plans and timelines for reaching its cage-free egg commitment in China and Japan.’ In its supporting statement the society quotes Starbucks’ Form 10Ks as stating ‘the ongoing relevance of our brand may depend on making sufficient progress toward our social and environmental program goals’ including those related to…
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Spotify general counsel stepping down
‘I have made the decision to step away from full-time corporate life’ HBO veteran Eve Konstan is stepping down as general counsel at Spotify. In a post on her LinkedIn feed, Konstan writes: ‘After an incredible 32 years practicing law, I have made the decision to step away from full-time corporate life and my last day at Spotify will be this Friday, January 31. ‘This marks the end of a chapter that’s been filled with unforgettable experiences and immense personal growth, and while it’s bittersweet to step away from a role and company that I love, I am confident this…
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Costco shareholders overwhelmingly nix anti-DE&I proposal
Board among those that have opposed efforts to undermine diversity efforts Costco Wholesale Corporation shareholders have overwhelmingly voted against an anti-diversity, equity and inclusion (DE&I) resolution that the company’s board recommended against. At a time when other US companies are facing similar proposals and other anti-ESG pressures, the proposal garnered just 1.7 percent of the votes cast at Costco’s January 23 AGM. Costco is not alone in facing anti-DE&I shareholder proposals this proxy season. Nor is its board alone in objecting to them. Apple’s board is currently urging shareholders to vote at its February 25 AGM against a proposal asking…
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Off-season engagement highlights shifting views on ESG
Companies ponder how to keep talking about sustainability We’re coming to the end of ‘off season’ – when many companies go out on the road to engage with key institutional investors ahead of their annual shareholder meeting. According to a recent survey from sister site IR Magazine, around two thirds of IR teams say they have a program of activities focused on governance issues away from AGM season. It’s a practice that has increased as investors have taken a growing interest in ESG issues, offering the chance for senior management including governance professionals – and in some cases board members…
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The week in GRC: Trump executive orders pull US out of Paris Agreement and go after DE&I at government contractors
This week’s governance, compliance and risk-management stories from around the web – CNN reported that President Trump also rescinded a nearly 60-year-old executive order that prohibited government contractors from discriminating in their hiring, firing, promotion or pay practices. Instead, there is a new requirement that those employers certify they do not have what he termed ‘illegal’ diversity, equity and inclusion (DE&I) programs. He also ordered each federal agency to identify up to nine targets for federal investigations into their DE&I practices to see if they should be judged ‘illegal.’ That includes public companies, large non-profit corporations or associations and major…