Archive
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Northrop Grumman promotes senior attorney to general counsel
Kathryn Simpson has been with the company since 2012 Northrop Grumman Corp has promoted Kathryn Simpson to become corporate vice president and general counsel for Northrop Grumman, effective October 30. She succeeds Sheila Cheston, who had previously announced her intent to retire on December 1. Simpson reports to Kathy Warden, chair, CEO and president. Simpson joined the company in 2012 as vice president and deputy general counsel. In that role she led teams of lawyers providing support on matters involving international transactions and trade compliance, environmental, health & safety, real estate, intellectual property, labor & employment, privacy and cyber-issues. She…
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The week in GRC: Advisers say new DoJ policy reinforces need for M&A due diligence and Biden issues executive order on AI
This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that Unilever said its board had decided to freeze CEO Hein Schumacher’s fixed pay for the next two years. The initial pay package for Unilever’s directors, including Schumacher, was rejected at its AGM in May with a near-60 percent majority. The board, which includes activist investor Nelson Peltz, had proposed a deal for Schumacher that includes a base salary of €1.85 mn ($1.96 mn), a 20 percent increase on his predecessor Alan Jope’s pay. Following the AGM, Unilever held a total of 37 meetings with…
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Say-on-pay support increases for first time in five years
Move away from off-plan payments has boosted approval rates Investors have shown their support for shifting company pay policies, with say-on-pay approvals increasing for the first time in five seasons. Enhanced disclosure and fewer out-of-plan pay awards helped boost investor support, according to new data. Investors also responded well to compensation cuts driven by the 2022 down market. ‘In 2022, the S&P 500 index’s total return was -19.4 percent and companies generally responded as investors would expect, with average granted compensation for companies in the index decreasing to $15.7 mn in 2022, down from $17.5 mn in 2021,’ according to…
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SEC enforcement leader urges ‘proactive compliance’ by in-house counsel
Gurbir Grewal gives advice on creating an effective culture Gurbir Grewal, director of the SEC’s division of enforcement, has called for legal and compliance officials at US companies to pursue what he describes as ‘proactive compliance’ and has explained how to potentially ward off tougher penalties when problems arise. In comments delivered at a recent New York City Bar Association Compliance Institute event, Grewal noted that public trust in many institutions such as Congress is weak and that research shows few Americans have strong faith in major companies. ‘Regardless of whether you are a regulator, financial professional or an attorney…
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Falcon’s Beyond hires general counsel
Company began trading on Nasdaq on October 6 Entertainment company Falcon’s Beyond, which debuted on Nasdaq in early October, has appointed Bruce Brown as executive vice president of legal, general counsel and corporate secretary. He reports to company president Simon Philips. In his new position, Brown advises on and oversees legal, compliance, enterprise risk management and government relations matters. Brown most recently was senior vice president and deputy general counsel of Hilton Grand Vacations. Before that, he was vice president and general counsel for commercial worldwide at Tupperware Brands. He previously held positions at Darden Restaurants, whose brands include Olive…
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Governance Playbook: A guide to using generative AI in board management now available
AI tools are beginning to transform our lives by streamlining processes that would otherwise take us hours to carry out. The corporate world is no different, and many are applying the evolving technology to improve their operations – including governance professionals. DownloadGovernance Playbook: A guide to using generative AI in board management now available here >> But what tasks can corporate secretaries and general counsel automate using AI? And how can governance professionals best employ the technology to help streamline their board management tasks? This new Governance Playbook report, written in partnership with Govenda, aims to give governance professionals a…
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Target promotes general counsel
Matt Zabel has been with the retailer since 2010 – CNBC reported that Chevron agreed to buy Hess for $53 bn in stock, the second proposed huge merger among the biggest US oil companies after ExxonMobil bid $60 bn for Pioneer Natural Resources earlier in the month. The deal signals Chevron’s plans to continue boosting investments in fossil fuels as oil demand remains strong and big producers use acquisitions to replenish their inventory following years of under-investment. Hess Corp CEO John Hess is expected to join Chevron’s board of directors once the deal closes around the first half of 2024.…
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The week in GRC: Unilever CEO says corporate purpose can be ‘unwelcome distraction’ and group appeals decision upholding Nasdaq’s board diversity rule
This week’s governance, compliance and risk-management stories from around the web Target Corporation has promoted Matt Zabel, who has been executive vice president and general counsel at the company since 2022, to become chief corporate affairs officer. In his new role, Zabel reports to Brian Cornell, chair and CEO of Target. A request for comment on Zabel’s replacement as general counsel was not returned immediately. Zabel joined Target in 2010 as vice president of government affairs. In that role, he led the company’s advocacy and engagement with Congress, the White House, state legislatures and city councils. Since then, he has led…
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ISS ESG expands scoring system to include more on board structure and executive pay
Free verification period available November 6-17, says firm ISS ESG is introducing changes to its scoring system that will impact company ESG scores and decile rankings with immediate effect when implemented from December 1, 2023. The sustainable investing arm of ISS says 14 factors are being expanded across new regions. Six of these cover board composition, including questions on tenure, independence and board diversity. A further seven are related to compensation, including a question on whether an issuer’s most recent say-on-pay proposal received ‘significant’ shareholder opposition. The final factor being expanded into new regions is a question on audit and…
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Brazil adopts ISSB standards with mandatory use looming by 2026
New roadmap established to attract capital and global investment in the region The Brazilian Ministry of Finance, in conjunction with the Comissão de Valores Mobiliários (CVM), has unveiled plans to incorporate the International Sustainability Standards Board’s (ISSB) standards into the nation’s regulatory framework. The move will see the rollout of the ISSB’s IFRS S1 and IFRS S2 begin on a voluntary basis in 2024, ultimately becoming mandatory on January 1, 2026. According to the IFRS, Brazil’s commitment to adopting the ISSB global baseline underscores its determination to enhance transparency surrounding sustainability-related risks and opportunities, with the goal of attracting global…