Archive
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Investors with $10 tn in assets urge companies to reduce use of plastics
Issuers should be lobbying for, not against, new policy measures to tackle plastics pollution, say signatories – CNBC reported that American Airlines pilots voted to allow their union to call a strike while the company said talks for a new contract are getting close to a conclusion. Pilot strikes are rare and would require permission from the federal National Mediation Board. The vote doesn’t mean a decision to call a strike would happen immediately. More than 96 percent of American’s pilots participated in the vote and 99 percent of them voted to allow the union to call a strike, the…
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Governance Matters: The future of AI for lawyers and ISS founder Robert Monks talks executive pay
In this episode, we look at how AI presents risks and opportunities for in-house legal teams and law firms, and ask Robert Monks about his views on today’s executive compensation and how it might be reformed The SEC has adopted new rules that will force companies to disclose more information about share-buyback activity following a year in which corporates spent record amounts repurchasing their own stock. The changes, adopted by the this week in a 3-2 vote, mean companies will need to report information such as daily repurchase activity, whether directors traded close to announcements and the thinking behind buyback…
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Lawyers highlight pros and cons of AI
In-house and private practice attorneys see opportunities and risks Attorneys speaking at the Corporate Secretary Forum –Summer in New York last week pointed to some of the potential benefits and dangers involved with the use of artificial intelligence (AI) by both in-house legal teams and law firms. ‘It’s important to welcome the technology because it could make our lives more efficient,’ Francesca Don Angelo, deputy general counsel and corporate secretary with Galaxy Digital, told attendees. ‘I think it could help solve pain points in boring rote administrative tasks. But there is a ton of risk associated with it.’ Don Angelo…
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Almost third of votes back climate proposal at Goldman Sachs
Resolution seeks report on transition plan for bank’s financing activities A shareholder proposal seeking information about Goldman Sachs’ plans to shift away from greenhouse gas (GHG) emissions in areas where it is providing finance garnered almost a third of the votes cast at the bank’s AGM on April 26. According to an SEC filing, the resolution was backed by 30 percent of votes placed, a level of support generally regarded as significant among corporate governance experts. The vote comes as shareholder advocates and shareholders increasingly press companies to not just set targets for reducing their carbon footprints but also explain…
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CEO pay at large caps grows despite turbulent year
ISS Corporate Solutions examines proxy statements of 337 firms Pay increases for CEOs at large-cap companies grew at a slower rate of 3.1 percent between the 2022 and 2023 proxy filing periods, compared with growth of 13.2 percent the previous year, according to ISS Corporate Solutions. The firm, which examined 337 large-cap company proxy statements between October 1, 2022 and April 18, 2023, finds median pay for CEOs at S&P 500 companies stood at $14.3 mn over the period. Bonus and annual incentive payouts during the recorded year fell by 5.4 percent to a combined median of $2.59 mn. But…
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Plastics report proposal gains traction at Dow AGM
As You Sow pressing company on reducing ocean plastic pollution Almost a third of the votes cast at Dow’s AGM backed a shareholder proposal seeking disclosure about the impact of efforts to cut plastic pollution. According to an SEC filing, 30 percent of the votes backed a resolution from As You Sow asking that Dow’s board issue ‘an audited report addressing whether and how a significant reduction in virgin plastic demand, as set forth in theBreaking the Plastic Wavereport’s System Change Scenario to reduce ocean plastic pollution, would affect the company’s financial position and assumptions underlying its financial statements.’ In…
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Takeaways from the Corporate Secretary Forum – Summer
Universal proxy, board education and executive compensation among the topics under discussion at in-person event Governance professionals gathered at the Corporate Secretary Forum –Summer in New York earlier this week. Discussions and interactions among panelists and attendees included how the proxy season is shaping up, assessing the impact of new SEC rules on executive compensation and staying in touch with your shareholder base, as well as shareholder activism, the universal proxy, cyber-security and artificial intelligence. We’ve gathered takeaways and talking points from the event. For more information about the Corporate Secretary Forum – Summer, please click here.Taking a stand Boards…
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The week in GRC: Disney sues Florida’s DeSantis and US companies may face tough EU climate disclosure law
This week’s governance, compliance and risk-management stories from around the web More than 45 percent of investor relations (IR) professionals globally say messaging in 2022 was the most pressing issue their company’s board, CEO and CFO sought their advice on. The other top two issues executives turned to IR for are insights on investor and market sentiment (40 percent) and shareholder targeting and engagement (23 percent). This is according to the latest annualNasdaq Global IR Issuer Pulsesurvey, which polled more than 800 IR practitioners at different levels of seniority across a variety of sectors and market capitalizations. The report provides…
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Top issues the board and C-suite seek IR advice on
IROs see rise in inquiries from company executives – The Wall Street Journal (paywall) reported that NBCUniversal CEO Jeff Shell left after an investigation into a complaint about inappropriate conduct. ‘I had an inappropriate relationship with a woman in the company, which I deeply regret,’ Shell said in a statement. ‘I’m truly sorry I let my Comcast and NBCUniversal colleagues down.’ He could not be reached for additional comment. ‘We are disappointed to share this news with you. We built this company on a culture of integrity,’ said Comcast CEO Brian Roberts and president Mike Cavanagh in a note to…
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How Voya Financial successfully revamped its proxy statement
Why the company won the best proxy statement (mid-cap) prize at Corporate Secretary’s Corporate Governance Awards Since going public in 2013, Voya Financial has taken a continuous-improvement approach to its proxy statement. Then it undertook a revamp for 2022, moving away from a previously text-heavy style, explains Julie Watson, assistant vice president and counsel for corporate governance. The document opens with a color photo of chair and CEO Rodney Martin alongside his letter to shareholders, which tackles issues such as strategic planning, ESG, diversity, equity and inclusion and human capital. My Chi To, executive vice president, chief legal officer and…
