Nasdaq Proposes Board-Diversity Rule for Listed Companies – WSJ

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…

“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?…

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…

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…

Please Don’t Call CEO Departures for Cause “Push-Outs”

The use of the term “push-out” reveals the bias of this study, from a program largely funded by CEOs. When CEOs are promptly fired for cause, including poor performance, without multi-million-dollar departure packages. we’ll begin to talk about efficient markets. Research using the Push-out Score analysis model shows that at the start of the year,…

Was any board worse than Boeing’s in 2019? – Los Angeles Times

VEA Vice Chair Nell Minow is quoted in Michael Hiltzik’s story about the worst board of 2019. This may have been overlooked, but the Boeing board of directors did Wells Fargo a big favor in 2019; it provided Wells’ directors with real competition in the race for the worst failure of leadership among major American…

Ceres: Blueprint for Boards on Climate Risk Assessment

Some 73 major U.S. companies recorded material hits to earnings from extreme weather events in one year, while supply-chain disruptions from climate change jumped 29% over the past six years. Once again, we emphasize that ESG is not a trade-off of shareholder value; it is a more sophisticated way of assessing risk. A new report…