Nasdaq Inc. aims to require listed companies to include women and people of diverse racial identities or sexual orientation on their boards, a move that could prompt change at hundreds of companies. The exchange operator filed a proposal with the Securities and Exchange Commission that would require listed companies to have at least one woman…
Category: boards
“Board Directors Are Asking Far More Challenging Questions Today.”
An illuminating interview about the challenges boards face in this very challenging year. Adam Bryant talks to Dr. Wanda Austin, the former CEO of The Aerospace Corporation. An excerpt: Bryant: We are having a lot of conversations with directors these days about how to get a fingertip feel for a company’s culture. What’s your approach?…
More “Zombie Directors” as Investor Scrutiny Intensifies
The CEOs who poured so much money into pushing back on shareholder proposals and access to independent research may be sorry to discover the focus shift to no votes on directors. A new report from MSCI reveals that 54 directors on the boards of 32 companies in the MSCI USA investable market index (2,313 companies)…
McDonald’s is suing ousted CEO Steve Easterbrook for lying about sexual relationships with employees – CNN
Ousted McDonald’s CEO Steve Easterbrook lied to the board about the extent of his relationships with employees, the company alleged in a new lawsuit. He misled investigators about engaging in physical sexual relationships with three employees in the year before his ouster, according to the documents. Now, McDonald’s is suing Easterbrook for the amount of…
Climate risk & board conflicts at Standard Bank – Just Share
n 8 June 2020, 14 climate justice NGOs led by Just Share wrote to asset managers with shares in Standard Bank Group Limited (Standard Bank), calling on them to vote against the election of five climate-conflicted directors at the bank’s AGM on 26 June. Seven of Standard Bank’s 18 board members have close ties to…
Recent Delaware Court of Chancery Decision Sustains Another Caremark Claim at the Pleading Stage
A board of directors has one job: managing risk. Everything they do, selecting, overseeing, compensating, and replacing top management, setting overall strategy, balancing competing interests, is all in service to sustainable growth of the business. Terms like “mission-critical” are just a reflection of that principle. After decades of routinely dismissing such claims, Vice Chancellor Laster’s…
Human Capital: Key Findings from a Survey of Public Company Directors
An EY Center for Board Matters study shows that Nearly 70% of directors say their board spends enough time discussing talent strategy and issues, 78% say their board has a strong understanding of current talent and workforce issues, and 66% say their board has the appropriate skill sets and experience to oversee talent strategy in…
Citing Thin Board Record: Delaware Court of Chancery Again Sustains Oversight Claim
A rare case of finding a board vulnerable to a liability claim: The Delaware Court of Chancery has sustained another Caremark claim, pointing to the absence of documents produced in response to a stockholder’s inspection demand as evidence that the directors “face a substantial likelihood of liability” for “failing to act in good faith to…
Hertz (HTZ) Seeks $70M in Clawbacks Tied to Accounting Scandal – Bloomberg
Hertz Global Holdings Inc. is demanding that ex-Chief Executive Officer Mark Frissora and other former senior managers return at least $70 million of incentive compensation for their roles in an accounting scandal five years ago. Mark FrissoraPhotographer: Andrew Harrer/Bloomberg The car-rental chain accused the former executives of pressuring employees to use fraudulent accounting techniques to…
PWC Director Survey 2020
This year’s PWC survey of corporate directors has some striking findings. 49 percent of the directors surveyed believe at least one of their fellow board members should not be serving. More boards are doing self-assessments but many boards are focusing on some of the easier things to change, such as adding more expertise to the…
