Directors saw lower reelection support this year during a proxy season in which investors showed unprecedented focus on environmental, social and governance issues. More directors received less than 70% support during this year’s proxy season compared to last year’s, according to data provided to Agenda by the Conference Board and AI analytics firm Esgauge. Similarly,…
Category: boards
Agenda – ‘Board Publicly Lied’ — Case Against Directors Moves Forward
The Boeing board “publicly lied” about monitoring airplane safety following two deadly 737 Max crashes, according to court records. Directors also allegedly failed to assess airplane safety and fell short in demanding or expecting safety reports from management. Delaware Chancery Court Judge Morgan Zurn used these and other determinations to allow oversight claims against Boeing…
Corporate Directors Say It’s Not Their Job to Monitor CEO: Study – Bloomberg
VEA Vice Chair Nell Minow comments on the study showing directors do not think they are obligated to oversee management. “Usually directors at least pretend to acknowledge their legal obligation to provide oversight of CEOs on behalf of shareholders,” said Nell Minow, who advises institutional investors on corporate governance issues at ValueEdge Advisors. “This acknowledgment…
Corporate Directors Don’t See Stopping Wayward CEOs As Their Job – Texas A&M Today
A new study based on interviews with corporate directors from Steven Boivie, Michael C. Withers, Scott D. Graffin, Kevin G. Corley shows that they do not think their job is not oversight of management but support. In our view, the only way to fix this is to implement proxy access and majority vote requirements so directors have a…
Activists Urge Kroger to Remove Trump Appointee from the Board
The Louisville Courier-Journal reports that a DC-based activist group is objecting to the Kroger board’s selection of former Trump cabinet member Elaine Chao as a director: A Washington, D.C.-based progressive watchdog organization is paying for a mobile billboard this week in Cincinnati that urges the Kroger Co. to drop former U.S. Transportation Secretary Elaine Chao from its board…
Directors’ behaviors are often the root cause of corporate board failings – Independent (Ireland)
We’d like to see something a little more specific than “periodically.” We also think that self-evaluations, even conducted by independent firms, can only go so far. The board rating system at our former firm, GMI Ratings, now part of MSCI, has been validated by data and results for nearly 20 years. A litany of corporate…
Agenda – ISS Probes Boards’ Climate Risk Oversight
Proxy advisor Institutional Shareholder Services today said it is gathering views on the “minimum criteria for boards” in overseeing climate risk. Currently, the proxy advisor may issue adverse voting recommendations for director reelections if board members displayed “demonstrably poor risk oversight of environmental and social issues, including climate change.” It appears with this latest round…
Microsoft’s Combination of CEO and Chairman Roles Goes Against Trend – WSJ
VEA Vice Chair Nell Minow is quoted in the WSJ about the Microsoft board’s decision to combine the Chairman and CEO jobs. A change to combine the roles is a source of concern, said Nell Minow, vice chair of ValueEdge Advisors, which advises institutional investors on corporate governance issues. “It’s always a bit of a…
Memo to Corporate Directors: Three Lessons from the Exxon-Mobil Activist Victory
Exxon-Mobil spent $35 million, added new directors, and made promises to do better, all in an effort to defeat the dissident slate nominated by activist fund Engine No. 1. It failed, and, at this writing, Exxon-Mobil has lost at least two seats on the board of directors and votes for two others were still being…
Nell Minow on ESG, Corporate Governance, CEO Pay, and More
VEA Vice Chair Nell Minow said it was a great pleasure to speak to Evan Epstein for his Boardroom Governance podcast. Listen here.
