Archive
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Qualcomm picks successor to retiring general counsel
Ann Chaplin was most recently corporate secretary and deputy general counsel at General Motors Qualcomm has hired Ann Chaplin as general counsel and corporate secretary, effective November 1. She will report to president and CEO Cristiano Amon. Chaplin succeeds Don Rosenberg, who has been general counsel and corporate secretary with the San Diego, California-based company since 2007. He will shift into a role as special adviser for policy, regulation and strategic initiatives with Qualcomm until his retirement at the end of the year. Chaplin was most recently corporate secretary and deputy general counsel at General Motors (GM). In that role…
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The week in GRC: Engine No 1 invests in GM and Carl Icahn takes a stake in Southwest Gas
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that activist investor Engine No 1, which rose to prominence after waging a successful campaign to gain board seats at ExxonMobil, on Monday announced an investment in General Motors, signaling support for the automaker as it transitions to electric vehicles. GM, unlike ExxonMobil, is taking actionable steps in what the firm believes is an imperative for long-term success: linking ESG criteria to economic outcomes. ‘GM, with the support of a really strong management team and a great board, has decided that [it’s] going to embrace the…
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Comment: What to do when investors feel there’s a misalignment on pay for performance
This year’s proxy season saw a slight erosion of investor support for executive compensation. In isolation, this may not seem too concerning, but investor confidence in pay for performance has been on the slide for several years Executive compensation has been one of the most widely discussed issues for shareholders in recent history. Pay for performance is the mantra of shareholders and investors; the issue of a material disconnect between pay and performance has always been at the heart of executive compensation and a real area of contention for shareholders and investors. An improperly compensated executive can cost shareholders financially…
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How the January 6 insurrection has enhanced scrutiny of political lobbying and spending
After Maga, brace for shareholder scrutiny of political activities In the aftermath of the January 6 insurrection, nearly 190 US companies suspended contributions through their political action committees (Pacs) to the 147 US Congressmen and Congresswomen who voted not to certify the results of the US presidential election. Then in April 2021 hundreds of public company chief executives co-signed a letter that ran in both theNew York Timesand theWashington Post, opposing voter suppression efforts. These actions by US corporate leaders drew ire from senior Republicans – including Senate and House minority leaders Mitch McConnell and Kevin McCarthy – and cautious…
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Lessons from a recent cyber-security breach
Learning from a recently settled SEC order relating to a pre-pandemic incident to highlight disclosure risk A recently settled case brought by the US financial regulator serves as a timely reminder that companies must have robust disclosure rules in place in order to deal with cyber-security incidents. In June the SEC announced a settlement with First American Financial, a provider of insurance settlement services, for ‘disclosure controls and procedures violations related to a cyber-security vulnerability that exposed sensitive customer information.’ The events that led to the charges began on May 24, 2019. A cybersecurity journalist got in touch with First…
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SEC gives insight on climate change disclosure expectations
Folake Ayoola, Sean Donahue and John Newell explain what the sample comment letter means for companies The SEC’s division of corporation finance last month published a sample letter outlining comments the division may make to companies regarding their climate-related disclosures, or the absence of such disclosures. A brief statement preceding this sample comment letter reiterates the view expressed in the agency’s 2010 interpretive guidance that a variety of existing SEC disclosure rules may require companies to disclose the current and potential future material impacts of climate change on the company’s business and financial condition and performance. The SEC staff has…
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Profiling the Corporate Sustainability Reporting Directive
Directive said to reflect broader trends within corporate reporting linking financial and sustainability issues If the EU is to meet the challenging goals it has set itself on sustainability, companies need to play their part. The trade bloc’s policy aims – collectively referred to as the European Green Deal – include becoming the first world’s net-zero continent and shifting to a ‘circular economy’ where economic growth no longer relies on the Earth’s natural resources. To help meet these objectives, the EU Commission has proposed the Corporate Sustainability Reporting Directive (CSRD). The legislation, which replaces the existing Non-Financial Reporting Directive (NFRD),…
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The week in GRC: SEC proposes increased proxy voting disclosure and private equity firms target ESG reporting
This week’s governance, compliance and risk-management stories from around the web – Bloomberg spoke to activist investor Engine No 1’s CEO Jennifer Grancio about her firm’s strategy, its ExxonMobil boardroom victory earlier this year and the appeal of ESG investing. – Reuters reported that FedEx Corp shareholders approved CEO Fred Smith’s $54 mn pay plan at the company’s AGM despite it facing scrutiny from the Teamsters labor union for including a reinstated cash bonus and extra stock options. FedEx asked investors to support its executives’ pay packages in a supplementary securities filing, explaining that the board’s compensation committee made ‘decisions…
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Investors urge 1,600 companies to set science-based carbon targets
Campaign in 2020 saw 8 percent of targeted companies join Science Based Targets initiative A major investor coalition has called on 1,600 companies to set science-based targets covering carbon emissions, as pressure on the corporate sector over climate risk continues to ramp up. The campaign, organized by non-profit CDP, urges companies to work with the Science Based Targets initiative (SBTi), which verifies whether emissions-reduction goals are in line with limiting global warming to 1.5°C above pre-industrial levels. In total, 220 financial institutions with around $30 tn in assets have pledged their support to the campaign, including global firms such as…
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Ad group WPP settles FCPA enforcement
UK company to pay SEC more than $19 mn London-based advertising company WPP has agreed to pay more than $19 mn to settle SEC charges that it violated the anti-bribery, books and records and internal accounting controls provisions of the FCPA. According to the SEC, WPP until 2018 had an aggressive business growth strategy that included acquiring majority interests in localized advertising agencies in what the regulator refers to as ‘high-risk’ markets. An SEC filing alleges that a scheme took place at a WPP majority-owned subsidiary in India that, through intermediaries, paid as much as $1 mn in bribes to…