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…

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…

The queasy ‘Enron feeling’ that directors must never ignore | Financial Times

VEA Vice Chair Nell Minow is quoted in an article looking back on the 20th anniversary of the collapse of Enron. “Unquestionably, boards are sharper, more independent, more focused, and more engaged,” says Nell Minow, vice chair of ValueEdge Advisors and a longstanding critic of poor governance and campaigner for shareholder rights. Still, since 2001,…

Agenda – Audit Committees Question Climate Competency

Climate change has now become the issue of the 21st century. With the conclusion of COP26 in Glasgow, Scotland — bookended by India’s commitment to achieving net-zero emissions by 2070 and the historic U.S.-China agreement to reach the 1.5 C temperature goal outlined in the Paris Agreement — the three largest polluters in the world…

Agenda – Director Support Sinks on ESG Concerns

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,…

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…

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…