Corporate governance - Vigil

Clearly, regulators believe that board structure is an important determinant of corporate governance. This has not been lost on economic and legal researchers who, for example, have found that independent audit committees can improve governance outcomes. However, corporate scandals have demonstrated a remarkable resilience to governance reforms. While reforms may appear to simply codify board characteristics, they do so by altering the nature of authority within the board.


To better understand the role of authority on corporate boards, we turned to theoretical models of groups

The Delaware Chancery Court’s decision in Rosenbaum v. CytoDyn Inc., No. 2021-CV-0728-JRS (Del. Ch. Oct. 13, 2021) provides fresh insight into how courts are likely to view advance notice bylaws in the context of a shareholder activist’s nomination of a dissident slate of directors. The case arose following a push by a group of investors to nominate directors and institute changes at CytoDyn, Inc. (“CytoDyn” or the “Company”), a pharmaceutical firm in the process of developing a new drug. Litigation commenced after CytoDyn’s Board of Directors (the “Board”) rejected the investors’ director slate because of disclosure deficiencies in their Nomination Notice. Following a trial, Vice Chancellor Slights ruled that the Board properly rejected the director slate because the investor plaintiffs had “play[ed] fast and loose in their responses to key inquiries embedded in [the Company’s] advance notice bylaw.” The Court also rebuked the plaintiffs for submitting their Nomination Notice “on the eve of the deadline,” leaving no time to fix the disclosure problems highlighted by the Board.

Activist investor Ancora Holdings Inc. is pushing Berry Global Group Inc., a packaging manufacturer with a roughly $9 billion market value, to explore a sale.

Ancora, which owns about 1% of Berry Global, is urging it to explore strategic alternatives including a possible sale and make other changes, according to a copy of a letter the activist sent to the company’s board Sunday that was viewed by The Wall Street Journal.

Nissan Motor Co. said Monday it plans to spend $17.6 billion over the next five years as it adds 20 new battery-powered vehicles to its lineup.

Corporate governance standards are quickly transitioning from shareholder primacy to stakeholder primacy, a system that doesn’t just maximize profits but rather creates long-term value for stakeholders: customers, employees and local communities, among others, as well as shareholders. But was this transition in play in the recent, ugly struggle for control of Rogers Communications Inc.?

What has transpired at Rogers graphically illustrates the lack of power and influence of stakeholders in some fundamental corporate actions.

Audit planning is the essential first step in the audit process, the foundation of a successful audit. Plan effectively, and your entire audit workflow will be made smoother and swifter.

Get the process right, and your fieldwork, analytics, issue management and reporting will be more robust, comprehensive and accurate. Planning enables you to identify the key risks and controls your audit should cover, ensuring nothing is missed. The benefits cannot be underestimated.

As we near the end of yet another unprecedented year, corporate boards are engaging in fourth-quarter reflection: looking back to see how well they tackled the challenges of the last 12 months and looking ahead to see where they should focus and how they can improve.

What priorities should boards put on their radar in 2022? An end-of-year tradition, the 2021 PwC Annual Corporate Directors Survey, provides some guidance. Here are five key takeaways from this year’s report, along with commentary from Leah Malone, a director in PwC’s Governance Insights Center, excerpted from a recent episode of Inside America’s Boardrooms.

The recent COP26 conference highlighted (if it needed highlighting) the urgency for climate action. The call for investment in ESG-focused (environmental, social and corporate governance) companies continues to gain momentum – one of the reasons ESG funds have moved from niche to mainstream in recent years.

Proxy advisory firm Institutional Shareholder Service (ISS) recommended shareholders support Royal Dutch Shell’s plan to move its head office from the Netherlands to Britain, according to a document seen by Reuters.

Shell said this month it would scrap its dual Anglo-Dutch share structure and move its head office to London from The Hague due to the Dutch tax system and after a court ruling over its strategy to reduce greenhouse gas emissions.

Investment managers want the companies in which they invest to do well — and deliver sustainable returns over the years ahead.

That means a key role for the managers, who oversee the savings of 75 per cent of UK households, is to engage with the company executives and boards on their strategy, and to ensure their impact — on their employees, communities and the environment — is positive.

Diversity has long been recognized in terms of its importance to things like innovation and creativity, with research from MIT showing how cognitive diversity improves the profitability of organizations.

Such diversity can have costs, however, as paper from Wharton illustrates.  Whilst there are clear advantages to diversity, if a team is too diverse, the costs involved in coordinating the team outweigh the gains. It’s important to remember that generating ideas is not sufficient if those ideas aren’t then implemented widely.

The Annual Review of Corporate Governance published today by the Financial Reporting Council found that there was a general improvement in reporting against the UK Corporate Governance Code. The report highlights areas of high-quality reporting, however, there is still room for further improvement in areas such as substantive disclosures on Board appointments, succession planning and diversity. The report also found that more focus on reporting the effectiveness of internal control and risk management systems would enhance the level of confidence in the company’s control framework.   

The COVID-19 crisis forced businesses everywhere to fast track their digital transformation efforts. Faced with the stark choice of becoming a digital-first business, or having no business at all, companies that were previously behind the curve had to implement everything from remote working to entire digital storefronts in a matter of days.

After years of growth in shareholder activist activity, the onset of COVID-19 across the world caused a decline in shareholder activism campaigns in the spring and summer of 2020. Economic recovery in the second half of the year coincided with the end-of-year proxy season and gave rise to a renewed appetite for activist campaigns in Q4 that continued through the first half of 2021. While uncertainty remains, particularly on a regional basis due to variations in vaccination rates and the impact of new variants of COVID-19, we expect to see renewed vigor in shareholder activism to continue through the second half of 2021 and into 2022.

The coronavirus pandemic has prompted massive changes for countries, societies, people and businesses. Interconnected environmental, social and governance issues have reinforced the role of sustainable investing strategies as an indispensable part of investor allocations for a post-COVID-19 world.

In one corner is Iole Lucchese, a longtime Scholastic executive who had a romantic relationship with Mr. Robinson. He bequeathed his controlling stake in the company to Ms. Lucchese, who is now board chair and chief strategy officer.

Workers in the U.S. resigned from a record 4.4 million jobs in September. Many Americans are leaving roles for better working conditions and pay amid a historically fast economic recovery.

The wave of resignations hasn’t been uniform across the country, though. States in the West, including Hawaii, Montana, Utah and Oregon, saw the largest growth in quits in September, according to the Labor Department. Eighteen states broke or tied their records for quits levels in September.

Internal audit, risk, and compliance teams are often thought of in a strictly tactical sense. At best, they are seen as the way businesses are kept out of trouble, and at worst, they are thought of as teams that should be seen and not heard unless asked, or as providing a mere check-the-box approach to regulation and requirements. However, as leaders in the C-Suite and the boardroom face new challenges at their organizations, internal audit, risk, and compliance teams should be more fully integrated into strategic decision-making.

Organizations are starting to recognize the need to move away from siloed GRC efforts and towards a modern approach that unifies GRC efforts across all departments. They also recognize the core role that GRC automation plays in this.

Automating GRC facilitates good GRC practice and, crucially, good governance. Good governance is imperative to successful GRC programs and underpins a robust approach, helping you meet your regulatory, legislative and internally-mandated obligations.

Telecom Italia is approaching its sixth management overhaul in less than nine years after Luigi Gubitosi offered his resignation as chief executive ahead of an extraordinary board meeting scheduled for Friday afternoon.

Supply glitches may be holding up transactions in much of the global economy but one area where purchasers can run riot is corporate acquisitions. Refinitiv, a data firm, tots up $5.1trn of deals this year, up 44% over all of 2020 and 21% over 2015, the previous peak. The reason for the boom? Low interest rates reduce financing costs while a recovering economy suggests profits to come. Exhausted bankers might like a dry stretch but worry about just how dry things can get. Prior booms in 2000 and 2007 ended not with a whimper but a bang.

It’s rare for corporate directors to receive candid feedback from their company’s management teams. The nature of the board of directors’ oversight role makes it an uncomfortable proposition. But the view of the boardroom from the C-suite can be illuminating—and surprising. That is why PwC and The Conference Board asked more than 550 public company C-suite executives to share their perspective on their boards’ overall effectiveness, their strengths and weaknesses, and their readiness to tackle some of the biggest challenges facing companies today.

The results were clear: most executives say board performance is falling short of the mark.

Archrival CN’s bully bid for Kansas City Southern looked like it would spoil the railway veteran’s own plan for expansion. but after one of the most masterful counteroffensives the industry has seen, creel emerged victorious (and paid less, too)

Yesterday, yet another complaint was filed in federal district court charging that California’s board diversity statutes, SB 826 and AB 979, are unconstitutional under the equal protection provisions of the 14th Amendment.  This complaint was filed by The National Center for Public Policy Research, which, you may recall, has also filed a petition challenging the Nasdaq board diversity rule (see this PubCo post and this PubCo post).  The NCPPR describes itself as “a non-profit 501(c)(3) organization that supports free market solutions to social problems and opposes corporate and shareholder social activism that detracts from the goal of maximizing shareholder returns.” The case is National Center for Public Policy Research v. Weber, and the initial scheduling conference for this case isn’t set to occur until March of next year.