Ben Maiden and Ben Ashwell
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The week in GRC: Tesla shareholders back Musk pay plan and Elliott seeks changes at Southwest Airlines
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that activist investor Elliott Investment Management has built a $1.9 bn stake in Southwest Airlines and intends to push for leadership changes at the company. Elliott is seeking to replace Southwest CEO Bob Jordan and chair Gary Kelly with outside candidates, the activist said in a letter and presentation. Elliott believes Southwest has fallen from a best-in-class airline to one of the biggest laggards, according to the presentation. The investor wants Southwest to announce a CEO and chair transition with ‘immediate’ effect, Elliott said. Southwest said…
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ExxonMobil names former Fox attorney as successor general counsel
Craig Morford to retire in July ExxonMobil has named Jeff Taylor as its new vice president, general counsel and corporate secretary. He succeeds Craig Morford, who has announced his retirement, effective July 1. Taylor joined ExxonMobil in May this year from Fox Corporation, where he was executive vice president and general counsel. Before joining Fox, he was deputy general counsel and chief compliance officer for General Motors Co and previously general counsel of Raytheon Integrated Defense Systems. He worked for more than 15 years in the federal government, including as the US Attorney for the District of Columbia from 2006…
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American Water appoints general counsel from in-house
Stacy Mitchell joined the utility in 2019 American Water has promoted Stacy Mitchell to become executive vice president and general counsel, succeeding the retiring James Gallegos. Mitchell was previously senior vice president and deputy general counsel, in which role she led American Water’s regulatory strategy and the execution of overall company-wide legal strategies. Before joining American Water in 2019, Mitchell was vice president for rates and regulatory affairs at SJI Utilities in Atlantic City, New Jersey. She also held that position for SJI’s subsidiary, South Jersey Gas. Before her time at SJI, she was an attorney with Cozen O’Connor providing…
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Most large companies exceeding SEC requirements on clawback policies
More than 50 percent have triggers for breaches of company policy or legal requirements Four in 10 votes cast at NextEra Energy’s AGM backed a resolution calling for the company to release a board matrix, an increasingly common feature of companies’ proxy statements. The proposal, filed by the New York City Employees’ Retirement System (NYCERS), requested that NextEra’s board disclose in the company’s proxy statement ‘each director/nominee’s self-identified gender and race/ethnicity, as well as the defined skills and attributes that are most relevant considering the company’s overall business, long-term strategy and risks, particularly with respect to climate change. ‘The requested…
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Board matrix proposal attracts support among NextEra Energy shareholders
Resolution filed by the New York City Employees’ Retirement System Most S&P 500 companies are going beyond SEC requirements for their executive compensation clawback policies, according to research from DragonGC. New SEC rules came into effect last year under which national securities exchanges now require listed companies to adopt a policy ensuring companies will recover incentive-based compensation erroneously received by current or former executive officers after an accounting restatement. Issuers must disclose these policies in annual reports released after December 2023. DragonGC analyzed the clawback policies of the 401 S&P 500 companies that had made disclosures as of early May.…
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The week in GRC: AI workers call for increased whistleblower protections and group plans Texas stock exchange
This week’s governance, compliance and risk-management stories from around the web – The Guardian reported that a group of current and former employees at prominent AI companies released an open letter warning about a lack of safety oversight within the industry and called for increased protections for whistleblowers. The letter, which calls for a ‘right to warn about [AI]’, is one of the most public statements about the dangers of the technology from employees within the industry. Eleven current and former OpenAI workers signed the letter, along with two current or former Google DeepMind employees. ‘AI companies possess substantial non-public…
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Lobbying disclosure proposal garners support at Morgan Stanley AGM
Resolution is latest to gain significant backing at AGMs this year A shareholder proposal seeking information about Morgan Stanley’s lobbying attracted almost a third of the votes cast at the bank’s recent AGM, the latest such resolution to gain support this proxy season. The proposal, filed by activist shareholder John Chevedden, asks that Morgan Stanley issue a report each year disclosing: ‘1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications ‘2. Payments by Morgan Stanley used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of…
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SoFi Technologies hires general counsel from JPMorgan Chase retail businesses
Stephen Simcock succeeds Rob Lavet, who is retiring SoFi Technologies has picked Stephen Simcock as the company’s new general counsel. He succeeds Rob Lavet, who is retiring as chief legal officer and moving into an advisory capacity for the company. Simcock is joining SoFi from JPMorgan Chase & Co, where he has been vice chair of the bank’s legal department and general counsel of its retail businesses. According to his LinkedIn profile, he has spent more than nine years at JPMorgan Chase, before which he was the general counsel of Citigroup’s global consumer bank, which operated in more than 40…
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Krispy Kreme recruits legal chief
Atiba Adams joining doughnut firm from Bausch + Lomb Atiba Adams will join Charlotte, North Carolina-based Krispy Kreme as chief legal officer, effective June 25. In his new role, he will report to Josh Charlesworth, president and CEO. Adams is joining the doughnut company having most recently been senior vice president and deputy general counsel at Bausch + Lomb. According to his LinkedIn profile, he previously spent more than four years based in London as general counsel of Mars Global Petcare. Before that he was general counsel of Mars Global Chocolate, based in New Jersey. Earlier in his career Adams…
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The week in GRC: ISS and Glass Lewis urge vote against Musk’s pay package and ExxonMobil directors re-elected despite opposition
This week’s governance, compliance and risk-management stories from around the web – The Guardian reported that, according to polling, a majority of US voters support communities taking major oil companies to court for allegedly deceiving the public about the climate crisis, and almost half would back an even more aggressive legal strategy of filing criminal charges. The 40 existing US lawsuits against major oil companies, filed by cities and states, are based on civil charges such as tort law and racketeering protections. Last year, however, consumer advocacy non-profit Public Citizen proposed also filing criminal charges – most notably, homicide –…