Archive
-
Behind NorthWestern Energy’s DIY proxy statement
NorthWestern Energy won best proxy statement (mid-cap) at the Corporate Governance Awards 2019 Regions Financial Corporation in Birmingham, Alabama, has in recent times adopted best practices across a range of governance areas. In doing so, it owes much to Hope Mehlman, executive vice president, chief governance officer, assistant general counsel and assistant corporate secretary, and her team. ‘This is not just a job – it’s a passion for us,’ Mehlman says. Just one example is a ramped-up focus on ESG over the past year. Mehlman has led an expansion of the company’s corporate sustainability report into a full-scale ESG report…
-
Salesforce.com’s creative use of in-house tools aids governance
Why the company won Corporate Secretary’s 2019 Corporate Governance Award for best use of technology Our judges’ comments on Salesforce’s use of technology in the governance space range from the impressed – ‘outstanding’ and ‘transformative’ – to the envious: ‘I wish I’d had those tools when I was a corporate secretary.’ From the second half of 2018 into 2019, Salesforce’s corporate, securities and governance (CSG) team, led by Scott Siamas, vice president and associate general counsel for corporate, securities and global governance, found ways to use the firm’s own technology to its advantage. The company has been growing quickly and…
-
How Comscore takes a data-based approach to compliance
Comscore recently won Corporate Secretary’s 2019 Corporate Governance Award for best compliance and ethics program (small to mid-cap) Comscore is a great example of using technology to move a compliance and ethics program forward. Centralizing and automating its training program over the past year has brought benefits in terms of improving the timely uptake of courses, being able to spot areas that need attention and fostering a compliance-focused culture. Our judges appreciated Comscore’s use of data analytics as part of a ‘comprehensive’ program. Comscore’s more than 1,500 employees across 20 countries receive compliance and ethics training that meets their respective…
-
How Guardian targets best practices as a private company
The Guardian Life Insurance Company of America recently received the 2019 Corporate Governance Award for best overall governance for a private company GM won the best proxy statement (large cap) category for the second consecutive year at the 2019 awards. Its entry showed clear progression from the previous year’s award-winning proxy statement, and both publications emphasize the growing importance of communicating a cohesive theme through the proxy statement. In 2017 GM faced a proxy contest with Greenlight Capital in which the investor questioned the company’s capital allocation and the makeup of the board. This meant the 2018 proxy statement had…
-
The week in GRC: Goldman Sachs wants IPO-stage board diversity, and Xerox to nominate new HP board
This week’s governance, compliance and risk-management stories from around the web Governance professionals at companies, law firms and investors are beginning to find out how the SEC will apply its revised approach to handling companies’ requests to exclude shareholder proposals from their AGMs – specifically, where the agency declines to give a written explanation of its decision. The division of corporation finance’s staff on September 6 issued a statement explaining that officials will continue to monitor correspondence and provide informal guidance to companies and proponents where appropriate. But in a change from previous practice, the division stated: ‘Starting with the…
-
GM scores back-to-back proxy statement awards
Why GM has won the Corporate Governance Award for best proxy statement (large cap) – again – The Guardian reported that Sainsbury’s, Lego and H&M are among the companies to make a CDP-produced list of companies deemed to be at the forefront of efforts to tackle the climate crisis. CDP scores companies based on the environmental data they voluntarily disclose on its platform. Just 2 percent of the 8,000 companies it scores made the A-list, with Nestlé, Unilever, BT and Walmart among the 179 to make the cut. Companies that focus on the climate crisis don’t do so at the…
-
Industry gets first insight into SEC’s 14a-8 no-action shift
Agency officials no longer always send letters explaining decisions The Guardian Life Insurance Company of America is a mutual company, with policyholders instead of shareholders. ‘People count, and we want to do what’s best for our policyholders,’ says Harris Oliner, senior vice president and corporate secretary. The company puts great effort into having top-class governance, going far beyond what it is required to do. For example, Guardian publishes its corporate governance framework, essentially as a form of proxy statement, Oliner says. The focus is on having governance with transparency and doing the right thing, he explains. Guardian’s corporate governance is…
-
Inside RBC’s work to improve corporate governance
Why Royal Bank of Canada took home the 2019 Corporate Governance Award for best overall governance – international Canada’s Office of the Superintendent of Financial Institutions (OSFI) in September 2018 issued a revised corporate governance guideline that was more principles-based and contained fewer prescriptive elements. In doing so, OSFI granted boards at financial services firms greater discretion over how they meet its corporate governance expectations. Royal Bank of Canada’s (RBC) corporate secretariat and the corporate and oversight functions used this increased flexibility to improve the board’s oversight of strategy and RBC’s corporate governance practices. The secretariat went back to the…
-
How VF Corporation crunches the numbers on compliance
VF Corporation recently won the 2019 Corporate Governance Award for best compliance and ethics program (large cap) VF Corporation is in the creative business of clothing, with a portfolio of brands including Vans, The North Face and Timberland, and its approach to compliance and ethics is imaginative. For example, the team has been working with VF’s data analytics people to create models that use historical data and demographics to enable the company to concentrate its resources on high-risk areas and create bespoke training and compliance efforts. Global operations manager for ethics and compliance Justin Jones says Kellye Gordon, vice president…
-
Citibank settles flood-insurance action for $18 million
OCC alleges bank violated Flood Disaster Protection Act Rather than getting caught up in a debate over fiduciary duty or whether or not sustainability or ESG performance is material, let’s just cut to the chase on the latest BlackRock letter. It’s still a company’s choice whether to disclose ESG information. If your company is selling a product or a service, you are obviously responding to customer demands and interests. So what about customers buying your stock? If they are increasingly asking for ESG information, how do you rationalize ignoring this request? We all conduct some level of due diligence in…