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…

Expanded Director Liability for Email (Delaware) and Greenwashing (Australia)

Arnold and Porter writes: A recent Delaware court decision, In re WeWork Litigation, put a spotlight on the risk of corporate employees and directors destroying privilege by communicating through email….In WeWork, the Delaware Court of Chancery found that the use of Sprint email accounts by Sprint employees doing WeWork-related work for SoftBank caused the communications between SoftBank…

VisuWell Acts Promptly and Responsively to Replace Abusive, Bigoted CEO

When footage of a CEO yelling at a teenage boy for wearing a dress were posted online, the board of directors acted quickly to fire him and issued an unequivocal statement. After investigating the matter and speaking to individuals involved, the VisuWell BOD has chosen to terminate Mr. Johnson from his position as CEO, effective…

Agenda – Emerging Culture Woes Point to ‘Critical’ Board Oversight

With all of the adjustments companies and their workforces have had to make during the pandemic, more employees feel pressured to cut corners and bend the rules. That’s according to the 2021 Global Business Ethics Survey Report from the Ethics & Compliance Initiative, which found that employee pressure to compromise ethical standards has reached the…

Agenda – Boards Boast New Directors’ ESG Expertise

“This year there has been an explosion in terms of formal and informal discussions around the boardroom and ESG,” says Scott Atkinson, partner at Heidrick & Struggles and cohead of its sustainability office. “It [has] definitely been a year where we have been sought out to talk about who might be the additional board member…

Agenda – What’s Up, Doc? The Number of M.D.s on Boards

The number of physicians on boards shot up in 2020. Some recruiters say this is part of a trend that has been on the rise for the past decade or longer, while others link the jump to the pandemic. In 2020, there were 578 medical doctors on Russell 3000 boards, up from 484 in 2019…

Agenda – Boards Sharpen Tools to Circumvent ‘Ugly’ Clawback Process

In an attempt to sharpen the tools available to boards in the wake of a scandal, companies are amending otherwise standard clawback provisions or looking beyond clawbacks altogether. Indeed, following the MeToo movement, policies were expanded to include for-cause termination, misconduct and, in rare cases, sexual misconduct, as Agenda has reported. That trend has continued,…