• Boardroom

    Building an agile governance framework: Be ready to adapt successfully to changes affecting your business

    Around a quarter of votes cast at Delta Airline’s AGM were in favor of a proposal supporting unionization rights at the company. The resolution is among a number filed at US companies to focus on labor rights amid an uptick in efforts of US employees to organize. The proposal was backed by 26 percent of the votes cast, down from 33 percent at last year’s AGM and not a majority but still a level of support widely seen as significant by governance experts. The resolution, filed by As You Sow, asks that Delta’s board ‘adopt and disclose a non-interference policy……

  • Shareholders & Activism

    As shareholder meeting season comes to a close, focus shifts to shareholder engagement season

    Shareholder meetings are landmark events for North American listed companies, but executives need to engage shareholders throughout the year Our new Governance Playbook, ‘Building an agile governance framework: Be ready to adapt successfully to changes affecting your business’, sponsored by Athennian, provides actionable advice from governance experts including corporate secretaries and board members on building a governance framework that helps their company address short and long-term developments. It includes practical steps and best practices for governance professionals as they support their board in identifying emerging risks and opportunities and overseeing management actions. Click hereto download the report >> Click to…

  • Shareholders & Activism

    Support for non-interference proposal at Delta dips but remains significant

    Resolution among a number to support freedom of association at US companies With the2024 shareholder meeting seasonin the books, companies across the US already need to be conscious about what comes next: shareholder engagement season. There are plenty of tactics here, and expertly executing shareholder engagement requires the assistance of an adviser with deep knowledge of the shareholder meeting and institutional investor landscape. Mandated by the SEC, for instance, N-PX filings detail the proxy voting records of registered funds, giving issuers insight into how investors voted at their shareholder meeting. But to truly understand investors’ motivations, companies should directly engage…

  • Boardroom

    Rise of the ‘robo-director’: How AI is shaping the future of corporate boardrooms

    Experts discuss future impact of AI and related technologies on corporate governance – Reuters (paywall) reported that activist investors mounted campaigns at a record number of companies globally during the first six months of 2024 but have been less successful in breaking into boardrooms as companies fought back effectively. In the first half of the year, Barclays tracked 147 activist campaigns, toppling the previous record of 143 set during the first six months of 2018. In the second quarter, 86 campaigns were launched. Elliott Investment Management was the busiest activist, launching 11 new campaigns this year and committing around $11…

  • Shareholders & Activism

    Record-breaking shareholder proposals in 2024 focus on ESG and anti-ESG matters

    First proposals for biodiversity and AI recorded this year, says Georgeson Corporate boardrooms – along with the rest of the world – are waking up to the fact that AI has the potential to reshape industries at breakneck speed. Its impact on how boards operate and how companies handle governance is only just beginning to be realized. A recent Governance Intelligence Webinar, sponsored by Nasdaq and titled ‘How AI will influence the future of the boardroom’, brought together a panel of industry experts to discuss AI’s transformative potential in governance. Moderated by Ben Maiden, editor-at-large of Governance Intelligence, the panel…

  • Shareholders & Activism

    The week in GRC: Activist campaigns reach record levels and shareholder support for social and environmental proposals continues decline

    This week’s governance, compliance and risk-management stories from around the web Investors’ ESG and anti-ESG proposals at AGMs have broken records so far in 2024, increasing by 5.2 percent on 2023’s numbers. Anti-ESG proposals drive the overall new trend, rising by 19 percent from 94 in 2023 to 113 in 2024 and marking a notable 90 percent increase on 2022. This is according to preliminary data from Georgeson’s early proxy season 2024 review, based on available annual meeting results gathered from July 2023 through May 2024. Within the anti-ESG segment, social-related proposals represent the majority (71 percent) of anti-ESG proposals…

  • ESG & DE&I

    Will IFRS S1 and S2 help make ESG reporting easier and more meaningful?

    ISSB’s new standards could have significant impact on climate-related disclosures Director training and education is one of the keys to ensuring boards can fulfill their duties while adapting to changing circumstances affecting the company. Corporate secretaries and other governance professionals play the central role in planning for necessary information to be passed to the board, either from themselves or through in-house or external advisers. There’s no one-size-fits all approach but there are important lessons to help the board succeed and avoid potential problems. An effective director training program helps create a foundation for a high-functioning board that can oversee risk…

  • ESG & DE&I

    The ‘teenage years’ of ESG: Experts discuss shifting perceptions at ESG Integration Forum – Summer

    Buy-siders and corporates offer views on evolution of ESG landscape and what it means for business Governance, sustainability and leading IR professionals, gathered at the IR Magazine ESG Integration Forum – Summer in New York last week to share their views and expertise on ESG issues facing US companies and their investors today. One of the sessions considered how attitudes around ESG are changing, the reasons behind the change and what it means for publicly listed companies. Steven Wade, head of content at IR Magazine, was joined by Cara Mia Manzella, manager of ESG program at Ominicell, Shanu Mathew, senior…

  • People

    Paychex hires former senior AIG counsel as legal chief

    Prabha Sipi Bhandari has also worked in-house at Deutsche Bank Prabha Sipi Bhandari has joined Paychex as the company’s chief legal officer, chief ethics officer and secretary. Bhandari most recently was senior vice president, deputy general counsel and corporate secretary at American International Group (AIG). In that role, she oversaw the company’s NYSE and SEC compliance and legal support of capital markets, M&A, cyber-security, privacy, innovation, intellectual property, information technology, procurement and real estate matters. Before joining AIG, Bhandari was senior vice president and principal deputy general counsel at Freddie Mac. Before that, she spent more than a decade at…

  • Regulatory & Compliance

    The week in GRC: Apple may face EU digital competition fine and Tesla seeks reversal of Musk pay package decision

    This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that the EU has accused Apple of failing to comply with a new digital-competition law, alleging that the company’s App Store isn’t allowing developers to freely direct customers to alternative ways to make purchases. The charges are the first to be issued under the EU’s Digital Markets Act, which took effect earlier this year and includes rules intended to boost competition in digital advertising, online search and app ecosystems. The EU refers to the charges as preliminary findings. Apple could be fined…

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