Archive
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Directors upbeat on pandemic performance, survey finds
Boards urged not to sit on laurels The vast majority of board directors believe they and their company’s executives have adapted well to the challenges arising from the Covid-19 pandemic, according to a new survey. The PwC poll finds more than 95 percent of director respondents saying their executives are doing a good or excellent job of coping with obstacles such as interruptions to internal operations, supply-chain disruptions and talent shortages. Ninety-eight percent say their company has done a good or excellent job managing remote working – a key marker given the ramped-up focus on human-capital management – and 93…
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Issuers and investors criticize SEC’s proposed 13F rule change
Rule change would have outsize impact on small-cap issuers, experts say The SEC’s proposal to significantly change the thresholds for investors required to submit 13F filings has drawn the ire of issuers and investors. The SEC unveiled its proposed rule change on July 10. It would change the minimum reporting threshold from $100 million in US equities under management to $3.5 billion. Under the current rules – which haven’t been updated since their adoption in 1978 – investment managers must file quarterly ownership reports, known as 13F filings. The proposal aims to update reporting standards so that they apply to…
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The week in GRC: ISS urges disclosure of directors’ ethnicities, and Netflix creates co-CEO leadership
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that senior Facebook officials including CEO Mark Zuckerberg and COO Sheryl Sandberg are due to meet early next week with civil rights groups that called for an advertising boycott of the company based on how it tackles hate speech and misinformation. One of the main requests from the groups is for Facebook to hire a C-suite executive with civil rights expertise. ‘If they have civil rights leadership, [someone who is] experienced in the C-suite, it will keep the company accountable on those issues,’…
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Investor groups urge SEC to help improve virtual AGMs
Groups unhappy with many meetings this proxy season A coalition of major investor groups has called on the SEC to take action to avoid a repeat of what it says was a proxy season dominated by virtual AGMs that were a ‘poor substitute’ for the usual in-person events. Health and safety considerations arising from the Covid-19 pandemic have led most US companies to switch to a virtual format for this year’s shareholder meeting. In a letter to SEC chair Jay Clayton and division of corporation finance director William Hinman, the groups – Ceres, the Council of Institutional Investors, the Interfaith…
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Aptar recruits general counsel
Kimberly Chainey was most recently general counsel with Panasonic Avionics Kimberly Chainey will join NYSE-listed AptarGroup as executive vice president and global general counsel, effective July 27. She was most recently vice president and general counsel with Panasonic Avionics Corporation. According to Aptar, Chainey has more than 15 years of international and domestic experience advising C-suite executives and boards of directors of Global 100 and Fortune 500 companies, venture companies and government entities. She has held progressively senior roles with law firms and companies including Morgan Lewis, The Hershey Company and Avis. In her new role, Chainey will be responsible…
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SASB and GRI to provide guidance on joint implementation
Reporting groups to highlight examples of companies that have successfully implemented both sets of standards The Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) will work together to provide guidance to companies about how to implement both of their ESG reporting standards concurrently. Some issuers have complained of an ESG reporting alphabet soup as they’ve tried to come to terms with the differences between SASB, GRI, the Taskforce on Climate-related Financial Disclosure (TCFD) and other organizations. The new partnership between SASB and GRI aims to provide companies with examples about how their standards can be used together,…
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Merck hires general counsel for spin-off business
Spin-off transaction scheduled to complete in first half of 2021, according to company Kenilworth, New Jersey-based Merck has picked Deborah Telman to be the general counsel of Organon & Co, its intended spin-off of the company’s women’s health, legacy brands and bio-similars businesses. The company describes the appointment of a general counsel as an ‘important milestone’ in preparations for Organon & Co to operate independently. The spin-off transaction is scheduled for completion in the first half of 2021. In her new role, Telman will be senior legal adviser to the board, CEO and senior management, with responsibility for the company’s…
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The week in GRC: Companies get new FCPA guidance, and cannabis firms face rising D&O insurance costs
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that Elliott Management Corp is pressing Crown Castle International Corp to revamp its approach to its fiber-cable business, which the activist investor says has weighed on the company’s market value. Elliott publicly released a letter it sent to Crown’s board that criticized what it called disappointing returns tied to the $16 billion it has invested to build up the company’s fiber-cable business. Crown’s fiber strategy ‘has not been effective and has significantly detracted from shareholder returns,’ Elliott said in the letter. Crown defended…
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Corporate Governance Awards judges announced, with submissions due July 31
Judges panel includes two new distinguished members Corporate Secretary has announced the panel of judges who will be deciding the winners of this year’s Corporate Governance Awards, for which submissions are due by the end of this month. Eileen Kamerick, board member with Associated Banc-Corp, Legg Mason Closed-End Mutual Funds, Hochschild Mining and AIG Funds, joins the panel this year. Catherine Kilbane, retired senior vice president, secretary and general counsel at The Sherwin-Williams Company, lead director at The Andersons and a member of the Cleveland Clinic board, will also be on the judges panel for the first time. Kamerick and…
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Akcea recruits CCO
Tracy Palmer Berns previously worked at AMAG Pharmaceuticals Nasdaq-listed Akcea Therapeutics has hired Tracy Palmer Berns as chief compliance officer (CCO). In her new position, Berns is responsible for Akcea’s compliance program, with a focus on policy development and training. She also works with other members of the executive team to offer strategic counsel regarding the development of business goals and compliance matters concerning the company’s commercial products and investigational therapies. Boston-based Akcea is a majority-owned affiliate of Ionis Pharmaceuticals. The biopharmaceutical company focuses on developing and commercializing medicines designed to treat patients with serious and rare diseases. Berns was…