Boardroom

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Southwest Airlines and activist hedge fund firm Elliott Investment Management reached a deal to avert a proxy fight in exchange for naming six directors to the company’s board – short of board control – and an earlier retirement for executive chair Gary Kelly. As part of the deal, Southwest CEO Bob Jordan will keep his job. ‘We are pleased to have come to an agreement with Southwest on the addition of six new directors that will enhance and revitalize its board,’ Elliott’s John Pike and…

This week’s governance, compliance and risk-management stories from around the web – CNBC reported that Elliott Investment Management asked for a special meeting on December 10 at Southwest Airlines as it seeks control of the company’s board. Elliott has also trimmed the size of its board slate from 10 director candidates to eight after Southwest cut its board size from 15 to 12. Southwest’s campaign will be Elliott’s first US proxy fight since it took on Arconic in 2017. Elliott has never previously called for a special meeting, which at Southwest carries a higher threshold of approval compared with voting…

Technological evolution likely to be at the center of changing ways boards operate, interact with stakeholders and oversee companies Panelists on a recent Governance Intelligence webinar, held in partnership with Nasdaq, shared their expert insights on how the way in which boards operate may evolve as they face new demands but also new opportunities and gain new tools. Technology, regulations, shareholder activism and pressures from non-investor stakeholders all require boards to be prepared to work in new ways. The webinar discussion focused on boards’ evolving use and oversight of AI, evolving approaches to engagement and boards’ role in risk management.…

Winners to be revealed at gala ceremony in New York on Thursday, November 7 Governance Intelligence is proud to announce the shortlisted nominees for its 17th Corporate Governance Awards. The winners, selected by an independent panel of judges, 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 and corporate transactions.The awards gala will cap two days of special governance-related events hosted by Governance Intelligence. On…

Database of findings to offer practical benchmarking insights Many companies’ proxy statements have evolved in recent years from a simple compliance document in line with SEC requirements to become a key tool in communicating with shareholders and other stakeholders and sharing the corporate narrative. The range of both the topics covered and the stylistic methods by which disclosures are made have expanded beyond what most professionals would have anticipated. Although the 2024 proxy season closed just a few months ago, many governance teams are or will soon be gearing up to prepare their 2025 proxy statements. With that in mind,…

Brian Rivas Boessenecker and Achyut Phadke explain how boards and counsel can limit director liability following an important period for Delaware case law Five years after the Delaware Supreme Court’s landmark decision in Marchand vs Barnhill, Delaware law has undergone significant development with regard to director oversight liability. Post-Marchand cases show how adverse business, legal or environmental hazards facing corporations may result in personal liability for their officers and directors. They also contain lessons about practices that officers, directors and their legal advisers can use to minimize the risk of such liability. Marchand involved Blue Bell Creameries, an ice cream…

‘The ascending complexities of a company with $60 bn in market capitalization… increasingly demands that two [people] fill the two most important jobs’ Healthcare company The Cigna Group has promoted Andrea Nelson to become chief legal officer, giving her leadership of all legal functions. Nelson was previously senior vice president, chief counsel and deputy general counsel for the group, and before that senior vice president and chief counsel of Cigna Healthcare, having joined the company in 2021, according to her LinkedIn profile. Before that, she spent more than five years at Express Scripts, most recently as vice president and chief…

This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Elliott Investment Management spelled out its plan for Southwest Airlines in an open letter to shareholders, saying it intends to meet with the airline’s representatives on September 9. The activist investor said it has been engaged with Southwest and criticized its two top executives, CEO Bob Jordan and executive chair Gary Kelly, Jordan’s predecessor. Elliott has been calling for Jordan to be replaced and the Kelly to be removed. It said in its letter that it hopes the board is willing…

Amy Rojik offers advice on proactive risk-management strategies amid evolving dangers Boards must be proactive about fraud prevention, detection and mitigation, and should be vigilant about emerging risks even while they maintain oversight of traditional issues. The advent of new technologies, digital currencies, complex supply chains, economic pressures and geopolitical instability are just some of the many evolving risk areas that can foster environments conducive to fraud. There are various measures boards can undertake to mitigate fraud risk. Building a culture of compliance and transparency, overseeing risk management, understanding the elements conducive to fraud and strengthening internal controls and compliance…