This is why there’s a G in ESG — a governance risk red flag the size of Alaska. We suspect that Musk’s other equity investors will have something to say about this. Elon Musk dissolved Twitter’s board and made himself the “sole director” of the company after all previous members were removed from their roles,…
Category: boards
Directors Resign from the Boards of Five Companies in Response to Justice Department Concerns about Potentially Illegal Interlocking Directorates | OPA | Department of Justice
The Department of Justice announced the resignation of seven directors from interlocking board seats. The Justice Department announced today that seven directors have resigned from corporate board positions in response to concerns by the Antitrust Division that their roles violated the Clayton Act’s prohibition on interlocking directorates. Section 8 of the Clayton Act (Section 8)…
PWC Directors Survey 2022
PWC’s annual directors survey shows a “new trust crisis,” a widening disparity between corporate insiders’ opinions on how they are perceived by consumers and the reality. While 87% of business executives believe consumers highly trust their company, only 30% of consumers actually do. Trust is hard won and easily lost, and stakeholders are coming to…
Vote-No Campaigns: Foreboding or Fizzled? — Agenda
Fed up with what they say is board inaction, investors launched high-profile campaigns this proxy season against the reelection of board members at companies including Amazon, Chevron, Meta Platforms, Twitter and Wendy’s. Additionally, companies including Activision Blizzard face vote-no campaigns in upcoming meetings.Though the campaigns so far had little impact on average support levels for…
After Incidents Across Years, a CEO’s Sudden Exit
Agenda reports on the “sudden” departure of Matt Maddox from Wynn Resorts after a now-revealed series of troubling behavior over a longer period. Despite the dismissal for what in any other position would be considered “cause,” the official position is that it was a voluntary departure: “Mr. Maddox’s decision to step down as CEO was…
Board Members Called to Testify Before House panel Investigating Climate Disinformation by Big Oil – The Washington Post
A House committee investigating climate change has followed its call for testimony by fossil fuel company executives with another hearing, this one with members of the boards of directors The House Committee on Oversight and Reform has broadened its investigation into the role of fossil fuel companies in misleading the public about climate change, asking…
Agenda – New Investor Policies at State Street ‘Highly Likely’ to Increase Negative Director Votes
If Agenda was not so board-centric, its headline might have been the more accurate: Poor Judgement and Lack of Responsiveness to Investor Concerns from Board Members Leading to No Votes for Director Candidates. We note that another article in the same issue highlights the increase in diversity and financial expertise on boards, which it is…
The Most Overpaid and Underpaid Boards (Jan. 4)
Agenda’s study of the most overpaid and underpaid boards includes repeats in both categories. Some of the explanations are illuminating: At Goldman, total comp for directors actually decreased in 2020 to a flat $450,000 per director, from $575,000 in 2019. Of course, the change was a concession that Goldman’s board made this year to settle…
McDonald’s claws back $105m from disgraced former chief Steve Easterbrook | Financial Times
Steve Easterbrook, the former McDonald’s chief executive who was fired over a relationship with a subordinate, has forfeited more than $105m to settle one of corporate America’s most extraordinary executive pay battles. The burger chain on Thursday revealed Easterbrook’s return of awards, which far exceeded the $40m-plus severance package he was granted on his exit…
Agenda – Millions of Dollars on the Line as Insurers Deny D&O Claims
We have been long-time advocates of tougher standards from D&O insurers, and of discounts on premiums for companies with exemplary governance. Insurers are taking a “really strict” view of claims and what is covered by a D&O policy, according to Jared Zola, a partner in Blank Rome’s policyholder-only insurance practice. There tend to be very…
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