Archive
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Disney shareholders back pay equity report proposal
Board had objected to the measure Boards of directors play a key role when it comes to M&A transactions. At the bottom line, they have to determine whether the deal on the table is in the best interests of the company and its shareholders. After a quiet 2020 as the Covid-19 pandemic took hold, M&A activity roared back last year. Now the dealmaking environment is again characterized by a great deal of uncertainty. At the same time, many investors have been casting a more critical eye over executive compensation packages and practices. Robin Ferracone, founder and CEO of governance and…
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Governance Matters podcast: Taking a successful approach to executive pay in M&A
The latest episode of the Governance Matters podcast looks at how boards and governance teams can manage executive compensation issues around M&A deals Shareholders in The Walt Disney Company voted at its AGM last week to approve a proposal seeking disclosure around pay equity. Almost 60 percent of votes cast supported a proposal brought by Arjuna Capital requesting that ‘Disney report on both median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive and operational risks, and risks related to recruiting and retaining diverse talent.’ Arjuna Capital, which has sponsored proposals at companies on gender and…
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Marsh McLennan names new general counsel
Katherine Brennan was most recently general counsel for the company’s Marsh business Marsh McLennan has promoted Katherine Brennan to become senior vice president and general counsel. She reports to president and CEO Dan Glaser and joins the company’s executive committee. In her new role, Brennan heads up Marsh McLennan’s global legal, compliance and public affairs function, which supports the company’s four businesses: Marsh, Guy Carpenter, Mercer and Oliver Wyman. She will also continue to lead the company’s ESG efforts. Katherine Brennan Brennan was most recently general counsel for Marsh. She was previously deputy general counsel, corporate secretary and chief compliance…
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CoStar Group hires general counsel
Gene Boxer was previously with Sirius International Insurance Group Nasdaq-listed CoStar Group has hired Gene Boxer as general counsel and corporate secretary to oversee the company’s legal and compliance function. Before joining CoStar Group, Boxer was chief strategy officer and group general counsel of Sirius International Insurance Group from August 2016 until the sale of the company in February 2021. Gene Boxer From January 2011 until September 2015, he was global general counsel of Cushman & Wakefield. In that role he was a member of the company’s executive committee and global management committee, and co-chaired the global enterprise risk management…
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The week in GRC: SEC proposes cyber-security governance changes and FinCEN urges banks to watch for sanctions evasion
This week’s governance, compliance and risk-management stories from around the web Shareholders are becoming more sophisticated in their expectations of how companies combat climate change, delegates heard at the hybrid Corporate Secretary andIR Magazine ESG Integration Forum – Europe lastweek. Dr Márcia Balisciano, global head of ESG and corporate responsibility at RELX and one of the panelists at the forum, said conversations with investors have gone from ‘do you have…?’ to ‘how are you doing…?’ People are looking to understand more about what the companies they hold a stake in are actually doing to achieve ESG goals, not just whether…
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Climate action, purpose, data and diversity raised at ESG forum
The big takeaways from the Corporate Secretary and IR Magazine ESG Integration Forum – Europe – The Wall Street Journal (paywall) reported that the Financial Crimes Enforcement Network (FinCEN) is warning financial institutions and cryptocurrency firms to be on the lookout for attempts to evade sanctions and other restrictions imposed as a result of Russia’s invasion of Ukraine. FinCEN issued an alert that includes red flags to help financial institutions identify potential sanctions-evasion efforts and to remind them to quickly report any suspicious activities. FinCEN said sanctioned Russian and Belarusian entities and individuals may try to evade sanctions in various…
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Pinterest general counsel to leave later this year
Christine Flores has been with the company since 2017 Christine Flores, Pinterest’s general counsel and corporate secretary, has informed the company that she plans to leave, effective October 1. In an SEC filing announcing the move, Pinterest states that Flores’ departure is not due to any disagreement with the company. ‘The company thanks Ms Flores for her many contributions and wishes her the best in her future endeavors,’ the filing states. ‘The company will initiate a search for Ms Flores’ replacement and Ms Flores is working with the company to help identify her replacement and ensure an orderly transition.’ Christine…
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Gender parity on larger company boards not expected till 2042, MSCI says
Index provider releases annual study of female directors at MSCI ACWI companies The slow rate at which companies are adding women to boards means gender parity among global large and mid-caps will take another 20 years, according to research from MSCI. As of October 2021, the overall percentage of board seats held by women in the MSCI All Country World Index (ACWI) stood at 22.6 percent, up modestly from 21.1 percent in 2020 and 20 percent in 2019. If the future growth rate follows the trend of the last four years, it will take until 2027 for MSCI ACWI constituents…
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Apple shareholders back social proposals
Measures include request for civil rights audit Apple shareholders have voted in favor of proposals seeking a civil rights audit and a report on certain employment arrangements, both of which the company had opposed. According to an SEC filing, 54 percent of the votes cast at Apple’s AGM last Friday were in favor of a shareholder proposal requesting that the board oversee a third-party audit ‘analyzing the adverse impact of Apple’s policies and practices on the civil rights of company stakeholders, above and beyond legal and regulatory matters, and to provide recommendations for improving the company’s civil rights impact.’ The…
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Central Garden & Pet Company names next general counsel
Joyce McCarthy was most recently general counsel and secretary with Ferrara Candy Company Joyce McCarthy will become general counsel of Nasdaq-listed Central Garden & Pet Company, effective April 4. She succeeds George Yuhas, general counsel and corporate secretary, who is retiring from the position after 11 years with the company. In her new role, McCarthy will be responsible for all of Central’s legal affairs including governance, compliance, litigation, enterprise risk management and corporate and commercial transactions. Joyce McCarthy McCarthy was most recently general counsel and secretary with Ferrara Candy Company, overseeing all legal and compliance matters for the company. Before…
