Archive
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Fox faces vote on lobbying proposal
Shareholder seeks annual report The SEC has given the green light for shareholders in Fox Corporation to vote this fall on a proposal regarding the company’s lobbying activities. The proposal, filed by Kenneth Steiner on behalf of John Chevedden, requests that Fox prepare an annual report disclosing: Company policy and procedures governing direct and indirect lobbying and ‘grassroots lobbying communications’ Payments by Fox used for direct or indirect lobbying or grassroots lobbying communications, noting the amount of the payment and the recipient Fox’s membership of and payments to any tax-exempt organization that writes and endorses model legislation Management’s and the…
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Nike shareholders to vote on social proposals
Diversity, political spending, pay equity and human rights on AGM agenda Nike shareholders will vote on a proposal requesting disclosure around the company’s work to promote diversity and inclusion – and proposals on other social-related themes – as such measures have gained momentum this year. The SEC earlier this month denied Nike’s request for no-action relief if it excluded a proposal filed on behalf of As You Sow. Specifically, the measure requests that Nike publish annual reporting assessing the company’s diversity and inclusion efforts, and that the reporting include at a minimum: The board process for assessing the effectiveness of…
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Neptune Wellness hires general counsel
John Wirt was most recently president and general counsel with Epic Sports & Entertainment Laval, Quebec-based Neptune Wellness Solutions has appointed John Wirt as general counsel. Wirt was most recently president and general counsel with Epic Sports & Entertainment, a boxing promotions company. Before that he was CEO and general counsel for Square Ring, a global sports promotion company. He started his legal career as an associate at Jenner & Block and later as an associate at Sidley & Austin. Wirt has served on the board of directors for Nasdaq-listed Interactive Television Networks, including as chair of the audit committee.…
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Women occupy a quarter of board seats at new TSX-listed companies, data shows
Only three women made chair of their board at newly listed Canadian companies this year Only a quarter of board seats at newly public TSX-listed companies are occupied by women in 2021, according to data from Women Get On Board and investor relations firm irlabs. From January 1, 2021, to August 15, 2021, there were 61 new listings on the TSX with a total of 318 board seats. The data shows that out of those only 25 percent (79 seats) were held by women. The number of women directors serving on the boards of these 61 companies ranged from zero…
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The week in GRC: Gensler eyes human capital disclosure and Walmart hires compliance chief
This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to a law student group, US law firms are handling ever more deals and litigation for the fossil fuel industry despite growing concerns over climate change. The second annual scorecard report from Law Students for Climate Accountability gives out more failing grades to Vault Law 100 firms than it did last year. The organization flunked 36 law firms based on the litigation, transactions and lobbying they handled for fossil fuel companies between 2016 and 2020. Last time the organization gave failing grades to 26…
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The board’s role in ESG oversight, according to Bill McNabb
‘In the next year or two, deep [board level] engagement with investors around what matters and what doesn’t will be really helpful,’ McNabb says The SEC on August 6 approved Nasdaq’s proposed board diversity rules. The rules require Nasdaq-listed companies to disclose annually statistical information on board diversity using a standardized board diversity matrix. The rules also require companies to have or explain why they do not have at least two diverse directors. To assist companies in identifying diverse directors, the SEC also approved rules that provide Nasdaq-listed companies with access to a variety of board recruiting services at no…
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How to prepare for Nasdaq’s board diversity rules
Sean Donahue and John Newell of Goodwin explain how general counsel can make sure they are in compliance Matt DiGuiseppe joined Diligent earlier this year to lead its ESG Center of Excellence, having previously been head of Americas asset stewardship with State Street Global Advisors (SSGA). He spoke recently with Corporate Secretary sister publication IR Magazine. A recent Diligent announcement talks about the challenges companies face in trying to establish ‘impactful ESG programs and demonstrate progress’ as well as a lack of clarity around where to start. Can you talk about some of these specific challenges and how companies should…
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“Don’t think about ESG simply as a reporting exercise”, says former SSGA asset stewardship head
Matt DiGuiseppe, head of Diligent’s ESG Center of Excellence, talks about getting started on the ESG process and picking a framework In recent years, definitions of ESG materiality have evolved very quickly. This rapid evolution asks more of corporate boards in terms of their oversight of ESG risks and opportunities and raises questions about board composition. For directors whose executive careers are long behind them, are they able to have sufficient oversight of ESG – a topic that is continually changing? Do corporate boards need more environmental, human resources or cyber-security specialists? How can boards reassure investors that they have…
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Pearson settles $1mn SEC action over cyber-attack disclosures
Company provides educational publishing and other services to schools and universities London-based Pearson has agreed to pay $1mn to settle SEC charges that it misled investors about a 2018 cyber-attack involving the theft of student records and had inadequate disclosure controls and procedures. Pearson provides educational publishing and other services to schools and universities. According to the SEC’s filing in the administrative proceeding, the company made material misstatements and omissions regarding the cyber-intrusion, which affected several million rows of student data across 13,000 school, district and university AIMSweb 1.0 customer accounts in the US. AIMSweb 1.0 is web-based software for…
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CITGO names new permanent general counsel
Mark Holstein had been interim general counsel since December 2020 CITGO Petroleum Corporation has appointed Mark Holstein as its new general counsel, a role in which he oversees all aspects of the company’s legal strategy and material litigation. Holstein reports directly to Jack Lynch, vice president of legal and government affairs. Holstein had been CITGO’s interim general counsel since December 2020. Before joining CITGO, he managed the insurance defense practice for Travelers Insurance and before that spent nearly three decades at BP America where he served in numerous legal roles. According to Holstein’s LinkedIn profile, his tenure with BP included…