Boardroom

More than 50 percent have triggers for breaches of company policy or legal requirements Four in 10 votes cast at NextEra Energy’s AGM backed a resolution calling for the company to release a board matrix, an increasingly common feature of companies’ proxy statements. The proposal, filed by the New York City Employees’ Retirement System (NYCERS), requested that NextEra’s board disclose in the company’s proxy statement ‘each director/nominee’s self-identified gender and race/ethnicity, as well as the defined skills and attributes that are most relevant considering the company’s overall business, long-term strategy and risks, particularly with respect to climate change. ‘The requested…

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…

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…

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…

Document has evolved from a compliance exercise to a key communication tool More governance experts see proxy statements as the biggest challenge ahead of the proxy season than any other part of that work, according to a new online poll from Governance Intelligence. More than four in 10 respondents to the poll (43 percent) say that for members of an in-house legal/governance team, the proxy statement poses the greatest challenges in helping their company prepare for the proxy season. The proxy statement is followed by shareholder engagement, which 37 percent of respondents say is the biggest challenge. Behind that are…

Millstein described as ‘legend’ of corporate governance – Reuters (paywall) reported that Choice Hotels International said it had dropped its hostile bid for rival Wyndham Hotels & Resorts after failing to garner enough support from the target’s shareholders. The company will also withdraw its nomination of independent director candidates for election at Wyndham’s 2024 AGM. ‘While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude that a path toward a transaction is available at this time,’ Choice…

Governance Playbook ‘Director education and training: How to prepare your board for the road ahead’, sponsored by SAI360, provides expert advice from governance professionals and board members on a key element of their work in supporting boards. It lays out actionable steps and best practices for corporate secretaries seeking to design and adapt their training programs to help their board successfully carry out its duties and help the company thrive. DownloadGovernance Playbook: Director education and training: How to prepare your board for the road ahead here >> Key findings Education and training is essential if the board is to fulfill…

Finding is ‘incongruent’ with purpose of an evaluation, says expert Fewer than one in 10 (7 percent) of board evaluations result in specific action plans to address opportunities, risks and weaknesses, according to findings from the Nasdaq 2023 Global Governance Pulse report, which shares insights from a global survey of more than 730 board members, executives and governance professionals across organizations and industries globally. This is despite more than 90 percent of boards conducting some form of evaluation. ‘The finding is surprising,’ says Kaley Childs Karaffa, head of board advisory for the Americas at Nasdaq and lead author of the…