Ben Maiden and Ben Ashwell
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The week in GRC: JPMorgan and State Street exit CA100+ and Gensler says SEC crafting climate rule that holds up in court
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that a US judge in a court filing ordered that Tesla and SpaceX CEO Elon Musk must testify in a probe by the SEC into his 2022 acquisition of Twitter. The SEC is investigating whether Musk, or anyone else, committed securities fraud in 2022 as he began buying stock in Twitter and building a stake ahead of his leveraged buyout of the social media company. In the order, federal magistrate judge Laurel Beeler wrote that although Musk and his legal team argued the SEC’s subpoena in…
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HF Sinclair general counsel to move on
Vaishali Bhatia to resign next month for a new role Vaishali Bhatia, executive vice president, general counsel and corporate secretary of HF Sinclair Corporation, is stepping down next month. According to an SEC filing, Bhatia told the company’s board she will resign, effective March 15, 2024, to pursue another opportunity. The filing states that Bhatia’s resignation is not the result of any disagreement with the company or the board. HF Sinclair Corporation was created in March 2022 as the new parent company of HollyFrontier Corporation and Holly Energy Partners. HF Sinclair completed the acquisition of Holly Energy Partners last December.…
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Neiman Marcus promotes CCO to legal chief role
Tom Mattei joined the luxury retail company in 2020 The National Association of Corporate Directors (NACD) has raised concerns over plans to implement corporate governance guidelines for a range of banks that it says may impact boards outside the industry. The Federal Deposit Insurance Corporation (FDIC) has proposed guidelines that would ‘establish standards’ for corporate governance and risk management that would apply to non-member banks – those that are not members of the US Federal Reserve System, usually state-chartered banks – and others such as state-licensed insured branches of foreign banks with consolidated assets of $10 bn or more. The…
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NACD raises concerns over bank governance proposal
FDIC plans could set precedents ‘for sectors beyond banking’, director group warns Neiman Marcus Group (NMG) has promoted Tom Mattei to become chief legal officer (CLO) and corporate secretary. In his new role, Mattei oversees corporate governance matters, strategic legal and risk-related initiatives and loss prevention in addition to his existing responsibilities as the company’s chief compliance officer (CCO). He continues to report to CEO Geoffroy van Raemdonck. Mattei joined NMG in 2020 as assistant general counsel and assistant corporate secretary before becoming deputy general counsel for corporate, assistant corporate secretary and CCO last year. According to NMG, he has…
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American Airlines attorney returns to Kimberly-Clark as general counsel
Grant McGee previously spent more than six years with the company Grant McGee has returned to Kimberly-Clark Corporation as senior vice president and general counsel. McGee rejoined Kimberly-Clark this month from American Airlines, where he had been vice president, deputy general counsel and corporate secretary since May 2022. He had previously spent more than six years at Kimberly-Clark in roles of increasing seniority, most recently vice president and senior deputy general counsel. According to his LinkedIn profile, he previously spent more than four years at General Electric (GE), most recently as executive counsel for M&A. Before that he was an…
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The week in GRC: Business groups urge companies to back diversity initiatives and Senate bill seeks to stop SEC’s proposed AI rule
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that US companies’ diversity initiatives are here to stay but are being adapted in response to lawsuits and outside scrutiny. Companies are trying to develop programs that promote inclusion without running afoul of the law and potentially bringing costly consequences, according to lawyers and corporate advisers. That means some are abandoning practices such as numerical targets that can be seen as ‘quotas’ or the use of unconscious bias training that casts blame. Legal pressure has been mounting following last year’s US Supreme…
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JB Hunt faces vote on equitable worker healthcare
SEC dismisses company’s request to omit shareholder proposal S&P 500 company JB Hunt Transport Services is facing a vote at its upcoming AGM on a proposal regarding the healthcare it offers workers. The proposal, filled by Trillium Asset Management, states: ‘To address LGBTQ+ inequality in society and employment, shareholders of [JB Hunt] ask the company to adopt and publicly disclose a policy (with details and timing at the discretion of the company) of equitable healthcare coverage for all employees, regardless of sexual orientation or gender identity.’ The resolution is likely to go to a vote after the SEC rejected JB…
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IBM’s general counsel to retire
Michelle Browdy has been in the role for almost a decade Michelle Browdy will retire from her role as senior vice president for legal and regulatory affairs and general counsel at IBM. According to an SEC filing, Browdy has told the company she intends to step down by the end of the year. The filing had no further details and an IBM spokesperson had no further comment other than that a successor has not been named. Browdy has been in her current role since 2015. She is responsible for IBM’s global corporate governance, legal, security and compliance activities and policies,…
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Altria reveals general counsel succession plan
Murray Garnick to retire April 1 Murray Garnick, executive vice president and general counsel of Altria Group, has told the company he plans to retire, effective April 1, 2024. Robert McCarter will succeed Garnick at that time. Tobacco company Altria’s wholly owned subsidiaries include manufacturers of both combustible and smoke-free products such as Philip Morris USA and brands such as Marlboro. Garnick leads the company’s law department and the corporate secretary’s office, regulatory affairs and regulatory sciences functions. He has been in this role since 2017. Garnick has worked with Altria and its associated companies, both internally and externally, across…
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The week in GRC: Follow This drops ExxonMobil climate proposal and judge nixes Musk’s Tesla pay package
This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that investors that use shareholder proposals to press action on ESG issues are concerned that an ExxonMobil lawsuit bypassing the SEC could undermine their influence. Under appointees of President Joe Biden, the SEC has made it more difficult for companies to omit these proposals from their proxy materials. ExxonMobil earlier this month sidestepped the SEC and filed a lawsuit against two shareholders that had put forward a resolution calling on the company to set new targets for reducing some of its greenhouse gas emissions. ‘We’re…