Archive
-

The week in GRC: FedEx adds directors in deal with DE Shaw and Tesla plans stock split
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that BlackRock’s efforts to get institutional investors to vote their own shares is taking shape, with its voting-choice platform having added investors representing roughly $120 bn in assets since its launch in October. BlackRock launched the program in response to feedback from clients who said they wanted more control over voting. About 45 percent of eligible investors have expressed interest in the platform. Asset managers typically vote on shareholder proposals on behalf of investors in passive, index-tracking funds, giving them enormous sway…
-

Builders FirstSource shareholders back emission targets proposal
Board made no voting recommendation The shareholders of Builders FirstSource have overwhelmingly backed a proposal for greenhouse gas (GHG) goals after the company declined to make a voting recommendation. According to an SEC filing, 87.6 percent of votes cast at Builders FirstSource’s AGM on Tuesday supported a proposal filed by Green Century Capital Management asking the company to ‘adopt short, medium and long-term science-based [GHG] emissions reduction targets, inclusive of emissions from its full value chain, in order to achieve net-zero emissions by 2050 or sooner and to effectuate appropriate emissions reductions prior to 2030.’ In its supporting statement, Green…
-

BMO names successor to risk leader
Piyush Agrawal to join bank on July 1 Bank of Montreal (BMO) has found a replacement for its retiring chief risk officer (CRO). Piyush Agrawal will join the bank on July 1 as deputy CRO and, after a transition period, become CRO on November 1. Agrawal will succeed BMO veteran Patrick Cronin in the role. Cronin joined the bank in 1993, holding senior roles in BMO Capital Markets including head of trading products, COO and CEO and group head. He became CRO of BMO Financial Group in 2018. Darryl White, CEO of BMO Financial Group, says in a statement: ‘Throughout…
-

Intel picks next legal chief
April Miller Boise will join the company next month from Eaton Intel Corporation has recruited April Miller Boise as executive vice president and chief legal officer (CLO) to head up the company’s global legal, trade and government affairs team, effective July 6. She will report directly to Intel CEO Pat Gelsinger. Miller Boise succeeds Steven Rodgers, who retired earlier this year after more than 20 years at Intel. Susie Giordano, corporate vice president and corporate secretary, was appointed as the company’s interim general counsel. Miller Boise is joining Intel from power company Eaton, where she has been executive vice president…
-

Abortion-rights report attracts significant support at TJ Maxx parent’s AGM
Almost a third of votes go to resolution weeks after leak of Roe vs Wade opinion A significant number – though not a majority – of shareholders in TJ Maxx’s parent company have supported a proposal seeking a report on risks linked to restrictions on reproductive rights. The proposal was filed late last year but the vote took place last week, just a month after the leak of a draft US Supreme Court ruling that suggests the court will strike down Roe vs Wade. That has increased pressure on companies in terms of whether and how to take a stand…
-

Covid-19 sparks changes to some succession plans, study finds
Boards at some – though not most – companies have had a rethink A number of boards at the largest companies – though perhaps fewer than some governance observers might expect – have updated their succession plans as a result of the pandemic, according to new research from Corporate Secretary. Particularly in the months before vaccines became widely available to the public, the rapid spread of Covid-19 raised concerns that, among other challenges, senior executives and board members could become unavailable to guide companies on a temporary or permanent basis – often without warning. Approaching a third (29 percent) of…
-

The week in GRC: US CEO-worker pay gap widens and Icahn drops proxy fight at Kroger
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that Carl Icahn is dropping a proxy fight focused on the treatment of pregnant pigs at Kroger Co after determining he is likely to lose as he did in a similar fight with McDonald’s Corp. ‘I congratulate the McDonald’s team on its victory in this proxy engagement and, after much contemplation, given the company’s financial position, I believe the same outcome will result at Kroger,’ he said in a letter to shareholders. Icahn wrote that these campaigns were different from his typical…
-

Conagra Brands appoints general counsel from in-house
Carey Bartell has been with the food company since 2016 NYSE-listed food company Conagra Brands has promoted Carey Bartell to the position of executive vice president, general counsel and corporate secretary, effective June 6. Bartell joined Conagra Brands in 2016. Until this week she was vice president and chief counsel heading up the company’s litigation efforts and compliance programs. Colleen Batcheler had been executive vice president, general counsel and corporate secretary at Conagra Brands from 2009 until earlier this year. She joined vehicle rental company Hertz in May as executive vice president, general counsel and secretary. Before 2016 Bartell spent…
-

How the SEC’s climate disclosure plan raises the bar for boards
Yelena Barychev and Jane Storero explain key governance considerations for implementing the proposal On March 21, 2022, the SEC proposed sweeping new disclosure requirements that would require public companies (both US issuers and foreign private issuers) to provide information about climate-related risks. The almost 500-page release has substantial implications for boards and their oversight of these risks and related activities. In addition, the new requirements will be phased in over a relatively short period of time given the significant increase in time and effort boards and board committees will have to devote to climate-related issues. The proposed disclosure requirements relate…
-

How SEC rule changes may impact engagement with activists
Experts say proposal may lead to more constructive relationships One of the key responsibilities and challenges facing boards is the oversight of ESG-related risks and opportunities. Their success or otherwise in doing so faces growing scrutiny from investors and other key stakeholders. Studies have found among the director population a widespread dearth of skills and experiences that will be needed to help navigate their organization through a period that, for many, may require fundamental changes to be made. These findings have caused concern in some corners of the governance world. But Helle Bank Jorgensen, CEO and founder of Competent Boards,…