Ben Maiden and Ben Ashwell
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The week in GRC: Cyber-threats increase for companies over the past year and Supreme Court says CFPB funding structure is legal
This week’s governance, compliance and risk-management stories from around the web – Cyber-security threats increased for companies over the past year, according to a survey of compliance professionals conducted by The Wall Street Journal (paywall). Nine out of 10 companies said cyber-security risks rose, with nearly half of respondents saying the risk increased substantially. Almost all mid-size companies – those with between $50 mn and $1 bn in revenue – said they felt cyber-threats had increased. Other major areas of concern among the compliance professionals surveyed included regulatory scrutiny and enforcement, cited by 78 percent of respondents, and the digitization…
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Lobbying activity proposal draws significant support at Verizon AGM
Several companies have faced interest in their political involvements in an election year More than a third of votes cast at Verizon Communications’ recent AGM backed a shareholder proposal seeking information about the company’s lobbying activities. The result – 34.6 percent of votes cast were for the resolution, according to an SEC filing – was not a majority but it marks a level of support widely seen as significant by governance professionals. In a US presidential election year, Verizon is not the only company where investors are seeking information about corporate lobbying. The proposal filed with Verizon asked the company…
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Experts share governance insights on SEC climate-disclosure rules
Panel looks at next steps for companies amid uncertainty about requirements Governance Intelligence and IR Magazine, in partnership with Broadridge, recently hosted a webinar in which a panel of experts shared their insights on what boards and governance teams are considering about the SEC’s climate disclosure rules and the next steps they should be taking. Although there continues to be uncertainty about the future of the rules, which are being challenged in court, and companies find themselves in widely different circumstances, the panel underlined the need for the rules to be taken seriously alongside regulatory developments across the world. Here…
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Former Hertz and Conagra general counsel joins Hormel
Colleen Batcheler is a food-industry legal veteran Colleen Batcheler has been appointed senior vice president for external affairs and general counsel at Hormel Foods Corporation. Batcheler was previously executive vice president, general counsel and secretary of Hertz Global Holdings and before that was executive vice president, general counsel and corporate secretary at Conagra Brands.In her new role, she oversees Hormel’s global legal and external affairs function, including corporate governance and securities, M&A, intellectual property, litigation, labor & employment and legislative & regulatory affairs. She reports to Jim Snee, the company’s board chair, president and CEO.Batcheler joined Hertz in May 2022.…
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The week in GRC: Norfolk Southern shareholders back three activist nominees and US companies avoid politics ahead of election
This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that hedge fund firm Shah Capital urged Novavax shareholders to vote against the re-election of three directors and proposals related to executive compensation, weeks after pressing for a board shake-up at the Covid-19 vaccine maker. Shah Capital said the company was ‘undervalued and continues to suffer from poor profitability’. Last month, it urged Novavax to adopt a marketing strategy targeting consumers who are hesitant to receive mRNA vaccines. The investor had previously said it plans to put forward two of its own candidates for appointment…
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GM faces investor vote on supply-chain sustainability
Proponent concerned about supplies of low-carbon materials and deforestation A shareholder proposal asking Lockheed Martin Corporation to explain how it plans to cut greenhouse gas (GHG) emissions, including those classified as Scope 3, has attracted significant – though not majority – support at the aerospace and defense company’s AGM. The resolution, filed by As You Sow, does not name Scope 3 directly but asks that Lockheed Martin’s board release a report ‘disclosing how [the company] intends to reduce its full value-chain emissions in alignment with the Paris Agreement’s 1.5°C goal.’ According to an SEC filing, it received support from 32.2…
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Scope 3 emissions proposal attracts support at Lockheed Martin AGM
Almost a third of votes cast back the resolution Editor’s note: In this month’s episode of the Governance Matters podcast, Bruce Goldfarb, president and CEO of Okapi Partners, discusses lessons for boards and governance professionals from two of the most high-profile proxy contests of the year, involving The Walt Disney Company and Starbucks. Click here to download. This article discusses the investor relations implications This is the end of a ‘clash of the titans’ saga. Disney and its CEO Bob Iger have prevailed in their fight against Nelson Peltz and his activist fund Trian Partners. According to Disney’s press release,…
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Southwest Airlines reveals legal leadership changes
Company to split top governance and legal role Governance Intelligence has released details of its 2024 Corporate Governance Awards and is now accepting nominations, which are due by July 26. The 17th Corporate Governance Awards will be presented at a gala ceremony in New York on Thursday, November 7. The awards celebrate outstanding achievements by the governance profession in areas such as hosting AGMs, compliance and ethics programs, ESG reporting, entity management, use of technology, proxy statements, investor engagement, corporate transactions, board assessments, director training and education and outstanding work by an independent director.Entries can be submitted – free of…
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Nominations open for Corporate Governance Awards 2024
Submissions due by July 26 Southwest Airlines has announced changes to its in-house legal and governance leadership, including splitting the top role. According to the company, Mark Shaw, executive vice president, chief legal & regulatory officer and corporate secretary, has decided to move into an executive adviser role, effective June 1. Given Shaw’s transition, Jason Van Eaton is being promoted from senior vice president and chief corporate affairs officer to executive vice president and chief regulatory & corporate affairs officer, also effective June 1. In his new role, Van Eaton’s duties will include overseeing legislative and regulatory policy, airline-airport relationship…
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Paramount shareholders to vote on NYC’s AI proposal
Resolution includes request for information on board oversight Investors in Paramount Global will vote at the company’s June 4 AGM on a proposal seeking disclosures around AI and board oversight of the technology. The resolution was filed by New York City Comptroller Brad Lander, who is custodian for the city’s public pension funds. Those funds have a total of more than $271 bn in assets under management. The proposal requests that Paramount ‘prepare and publicly disclose on the company’s website a transparency report that explains [its] use of [AI] in its business operations and the board’s role in overseeing AI…