Ben Maiden and Ben Ashwell
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The week in GRC: J&J and Lilly increased spending on executive security in 2024 and Republican bill targets EU ESG rules
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to people familiar with the matter, Anson Funds is preparing for a boardroom fight at Match Group and plans to nominate several directors to the online dating company’s 10-member board. Anson has been pressing the parent company of dating sites Tinder, Hinge and OkCupid for more than a year to rethink capital allocation, cut costs and consider a strategic review of its MG Asia business, the people said. The investor has also raised concerns about Match’s governance and pushed for management to refine its…
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New 14a-8 guidance is no lock on ‘ordinary business’ requests so far
Analysis of SEC decisions suggests companies may not always get what they want New SEC guidance does not seem to guarantee that companies will succeed in asking for the go-ahead to exclude shareholder proposals on the grounds that they relate to their ‘ordinary business operations.’ That’s according to a provisional analysis by Governance Intelligence of the roughly 60 14a-8 decisions handed down by the division of corporation finance since it released Staff Legal Bulletin (SLB) No 14M on February 12. It suggests that any changes in the division’s approach to no-action requests may not be as black-and-white as some companies…
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Citizens Financial names legal chief
Michelle Moosally was previously head of regulatory relations at Wells Fargo Citizens Financial Group has hired Michelle Moosally as general counsel and chief legal officer, effective May 15. In her new role Moosally will have responsibility for corporate governance, litigation, employment, client advisory services, regulatory relations and government relations issues. She will report to chair and CEO Bruce Van Saun. Moosally is joining Citizens Financial having most recently been global head of regulatory relations at Wells Fargo. Previously, she was general counsel of corporate, investment and commercial banking at Santander US. According to her LinkedIn profile, before that she had…
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The week in GRC: Glass Lewis to continue including board diversity in advice and Kenvue settles proxy fight with Starboard Value
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that Kroger CEO Rodney McMullen resigned from the company following a board investigation into his personal conduct. Kroger said that although the conduct was unrelated to the company’s business, it was inconsistent with its ethics policy. Lead director Ronald Sargent will be chair and interim CEO while the company looks for a permanent replacement for McMullen. The company said its board was made aware of certain personal conduct by McMullen, who also served as chair, on February 21 and immediately retained outside independent…
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Owens Corning expands role of general counsel
Gina Beredo has been with the company since 2021 Owens Corning has promoted Gina Beredo to the newly created role of executive vice president, chief administrative officer and general counsel. The move expands Beredo’s oversight to include the company’s human resources function in addition to her existing legal, corporate affairs, aviation and community affairs responsibilities. Beredo joined Owens Corning in June 2021 as general counsel. Since then, she has been involved in initiatives such as the acquisition and integration of Masonite International Corporation and the divestiture of the company’s glass reinforcements business. According to her LinkedIn profile, Beredo previously spent…
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The week in GRC: Apple shareholders reject anti-DEI proposal and Goldman Sachs drops diversity section from 10K
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that Berkshire Hathaway has joined a growing list of US companies to publicly change their approach to discussing their commitment to diversity, equity and inclusion (DEI). Berkshire’s annual report includes a section describing how the organization’s 189 operating businesses depend on human capital and resources and that each establishes practices to attract and retain employees. Last year’s report said the businesses achieved this in part through hiring practices ‘intended to identify qualified candidates and promote diversity and inclusion in the workforce.’ This year’s report omitted the…
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Former Mastercard legal chief returning to company as CAO
Richard Verma was most recently US deputy secretary of state for management and resources Richard Verma is returning to Mastercard as chief administrative officer (CAO). In that role he will oversee the company’s function for law, government affairs and policy; franchising; corporate security; inclusion and belonging; and transformation, risk and operations. Verma was previously with Mastercard between 2020 and 2023 as chief legal officer and head of global public policy. Since his earlier tenure and until last month he was US deputy secretary of state for management and resources. In that role he was COO of the US Department of…
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Your AGM, your investors, your engagement: Bringing them together for a successful governance program
Governance Playbook ‘Your AGM, your investors, your engagement: Bringing them together for a successful governance program,’ sponsored by BetaNXT, offers corporate secretaries and other governance professionals practical guidance from experts on how to successfully combine your company’s year-round shareholder engagement, shareholder data, AGM and elements such as the proxy statement. It includes helpful, actionable insights from the in-house, investor and advisory sides in areas such as best practices for hosting AGMs, including details from award-winning meetings. Click hereto download the report >> Key findings include: Data is becoming a more important part of the AGM process. Companies can review and…
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The week in GRC: Florida sues Target over DEI initiatives and implementation of the CTA is back on
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that the Trump administration said it will continue using strict guidelines adopted by the administration of former President Joe Biden to review proposed corporate mergers. The decision to retain the guidelines, which have been widely disliked by companies, was detailed by Federal Trade Commission (FTC) chair Andrew Ferguson and a memo by Omeed Assefi, the acting head of the US Department of Justice’s (DoJ) antitrust division. The announcement is a blow to Wall Street, which had been looking forward to more M&A activity under a loosened…
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Bristol-Myers Squibb veteran general counsel to retire
Sandra Leung has been with the company for more than three decades Sandra Leung, executive president and general counsel at Bristol-Myers Squibb, plans to retire from her position during 2025. According to a company spokesperson, Cari Gallman will be her successor with the transition expected to occur later this year. Gallman’s new title will be executive vice president, general counsel and chief policy officer. An SEC filing from the biopharmaceutical firm states that Leung is expected to remain with Bristol-Myers Squibb to help with the transition of her duties. Leung’s LinkedIn profile states that she took on her current role…