Boardroom
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The week in GRC: Elon Musk calls ISS and Glass Lewis ‘corporate terrorists’ over $1 trn pay package dispute as ICGN criticizes SEC policy changes
This week’s governance, compliance and risk-management stories from around the web – Elon Musk has labeled shareholder advisory firms ISS and Glass Lewis as ‘corporate terrorists.’ The remarks came after both firms advised Tesla investors to vote against his proposed $55 bn pay package ($1 trn at its peak), a revived version of the 2018 deal that had been struck down earlier by a Delaware court for being ‘deeply flawed.’ As reported by Reuters (paywall), ISS and Glass Lewis argued that Musk’s compensation was excessive, diluted shareholder value and failed to align with long-term investor interests. Musk, however, sees their…
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Future-proofing the boardroom: how to ensure directors are equipped for tomorrow’s challenges
As the pace of change accelerates across the global economy, corporate boards face mounting pressure to evolve. From the transformative impact of AI to the shifting demands of sustainability, tomorrow’s boardrooms will be defined by directors’ ability to adapt, learn and lead with confidence. Click hereto download the report >> The latest Governance Intelligence playbook, written in association with Nasdaq, explores the critical skills and competencies boards must develop to meet emerging challenges head-on. Drawing on exclusive insights from hundreds of governance professionals, report identifies key areas of focus for boards seeking to stay ahead of the curve. Among the…
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Preparing the board for 2026: More than half of directors want a peer replaced, survey finds
The boardroom has reached a new inflection point – directors need to level up or risk being left behind. Boards must be braced for significant change and radically rethink their skills coverage, according to a recent survey that suggests that more than half – 55 percent – of directors at listed US companies believe that at least one of their peers should be replaced. The findings PwC’s 2025 annual survey of 600 public company directors, collected in its report titled Driving a culture of accountability in the boardroom, paint a clear picture: many boards are not yet positioned to meet…
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Where were the directors? Why investors want to know how boards act in a corporate scandal
How much blame does the board bear when corporate wrongdoing comes to light? When a corporate scandal breaks, the first question investors ask isWhere were the directors?This phrase was coined by Peter Dey in 1994 when he leda report on how to improve corporate governance practicesat Canadian listed companies. Corporate scandals have always existed and many stem from weak corporate governance, often caused by a lack of communication, insufficient internal controls or a very lax attitude towards potential problems. In 2024, the US administration criticized Boeing’s board forfailing to adequately supervise the safety procedures of its aircraft, following several accidents…
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The week in GRC: Disney shareholders demand answers over Jimmy Kimmel suspension as SEC clarifies position on quarterly reporting
This week’s governance, compliance and risk-management stories from around the web —Disney shareholders, including groups like the American Federation of Teachers and Reporters Without Borders, have formally demanded that the entertainment giant produce internal records related to the decision to suspend Jimmy Kimmel’s TV show. As reported by the New York Post, the groups are requesting board minutes, internal communications involving CEO Bob Iger, financial impact analyses and affiliate agreements with networks like Nexstar and Sinclair. In their letter, they argue Disney may have breached its fiduciary duty by giving in to political pressure rather than prioritizing shareholder interests, free…
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Best in class: tips on crafting your proxy statement from a previous award-winner
What does it take to beat the competition and scoop up a Corporate Governance Award? On the latest episode of the Governance Matters podcast we’re joined by Paul Sharobeem, associate general counsel and assistant secretary at Century Aluminum Company. He tells Natalie Bannerman about what it meant to him and his team to win the award for Best Proxy Statement (small cap) in 2024, ahead of this year’s Corporate Governance Awards ceremony in November. We also discuss the importance of balancing narrative with regulatory compliance in corporate reporting, the challenges Century Aluminum is facing in the current climate and some…
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Navigating uncertainty: Four strategies for board success
Data reveals how leading boards are embracing agility, bold decision-making and candid debate to help their companies thrive amid uncertainty With the 2025 North American proxy season now officially closed, emerging trends inexecutive compensationare offering valuable insights and shaping important considerations for boards going forward. Here, we explore some of these issues and ways boards and management teams can start to incorporate these into planning for next year’s shareholder meeting. Say-on-pay support stays steady A review of voting results forsay-on-pay (SOP) proposalsat Russell 3000 companies reveals outcomes consistent with prior years. As of June, average support for the Russell 3000…
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Opposition to remuneration policies overtakes rejection of pay reports at European AGMs for first time since SRD II
Investors are now taking a more direct and confrontational stance on executive compensation, Georgeson data shows Shareholders across Europe are sharpening their focus on executive pay. For the first time since the EU’s Shareholder Rights Directive II (SRD II) mandated annual remuneration votes, average opposition to remuneration policies has overtaken opposition to remuneration reports. This insight comes from Georgeson’s 2025 European AGM Season Review, which analysed voting trends at AGMs across the UK, Ireland, Spain, Italy, the Netherlands, Germany, France, Switzerland and Belgium. In the UK, opposition to remuneration policies rose to 12 percent, up from 7 percent in 2024,…
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How boards are assessing AI risk for strategic advantage
Research shows corporate boards have differing opinions about role of technology As AI reshapes the landscape and becomes ever more critical to a company’s strategy and competitive position, a top priority for boards is to understand where to focus their attention to help the company capitalize on AI’s value creation opportunities. The boardroom has moved past the ‘wow factor’ of generative AI to focus on achieving productivity and ROI. Critical to realizing its promised benefits is the retraining of workers to drive behavioral change and encourage employees to use generative AI to free up time to become more productive. More…
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Boards are spending too much time looking backwards, survey of UK and US governance professionals finds
Board Intelligence says there is a critical need for boards to shift to forward-thinking innovation and strategic growth. Standard Lithium has welcomed Michael Lutgring to the company as general counsel, effective August 18. Lutgring brings over two decades of legal and strategic advisory experience across corporate law, regulatory compliance and commercial transactions. Before joining Standard Lithium, Lutgring served as vice president and deputy general counsel at Albemarle Corporation. Prior to Albemarle, Lutgring held senior legal roles at Amedisys. Meanwhile, US real estate company Douglas Elliman has appointed Bradley Brodie as its new general counsel and corporate secretary. As confirmed in…