Corporate governance - Vigil

“Logistics manager” must be one of the least-envied jobs in the world at the moment after a torrent of news this week about supply chain bottlenecks and warnings of shortages during the festive season.

The U.S. will announce today that it will reopen its land borders to vaccinated non-essential visitors on Nov. 8, a White House official says.

The official, speaking on condition of anonymity to discuss a policy not yet made public, says travellers will need to show proof of vaccination to Customs and Border Protection officials upon request.

Billionaire investor Carl Icahn escalated his challenge to Southwest Gas Holdings Inc. by offering to buy shares of the Nevada utility and announcing plans to try to replace the company’s board.

Mr. Icahn has challenged Southwest Gas’s proposed roughly $2 billion acquisition of Questar Pipeline Co. from Dominion Energy Inc. He argues the deal for the natural-gas pipeline company that provides transportation and storage service would diminish shareholder value.

California, one of the first states to require companies to include women on their boards of directors, may see its ability to enforce director diversity laws upended depending on the outcome of multiple lawsuits.

As an independent audit firm with a unique vantage point into companies, we are often asked what we see in the area of corporate governance. Investors, policy makers, regulators and, of course, corporate directors themselves want to know: What is working? What needs to be improved? These questions are more important now than ever, with an increased focus on governance: the “G” in ESG.

Europe’s crazy jump in gas prices is having surprisingly little impact on inflation in the region. In another year, though, the effect could be more dramatic.

Pinterest’s co-founder and design chief Evan Sharp is stepping back from operational duties at the San Francisco-based social media group to join Sir Jony Ive’s new company LoveFrom.

Sharp is joining a small but growing team of designers at LoveFrom, which Ive launched after leaving his longstanding role as Apple’s top designer in 2019.

A supplier of mechanical parts to some of Europe’s biggest factories is set to become the largest industrial group to float on the London stock market in almost a decade.

Rubix, which is owned by private equity group Advent and supplies components to plants run by companies including Nestlé, Coca-Cola and Procter & Gamble, plans to raise €850m. The company’s valuation has previously been estimated at about £2.5bn.

For many people, proxy fights are almost synonymous with shareholder activism. But we view them as just one point on an activism continuum that also includes investors’ engagement with companies whose shares they hold, shareholder proposals, and more. Whenever an investor leverages their rights and privileges as an owner to influence a company’s practices or strategy, that’s shareholder activism. 

Alan Horn, the longtime head of Walt Disney Co.’s studio operations, announced Monday he is retiring from the company at the end of the year, joining an exodus of executives departing Disney alongside Executive Chairman Robert Iger.

As chairman of Walt Disney Studios, Mr. Horn, 78 years old, presided over years of unprecedented success for Disney at the box office, commanding brands from Marvel Studios, Pixar Animation and other divisions that produced blockbuster after blockbuster.

Board directors should be held accountable for determining and implementing the purposes of their companies, according to a British Academy report.

Corporate purpose has been an evolving topic in recent years. In August 2019, the Business Roundtable released its Statement on Corporate Purpose, which outlined a modern standard for corporate responsibility.

Shortly after that, in 2020, the World Economic Forum launched a new Davos Manifesto with the objective of building a more sustainable, inclusive world.

In light of these efforts, the British Academy – a fellowship of scholars and researchers in the humanities and social sciences – believes that directors should be held accountable for their companies’ promises related to corporate purpose.

Procter & Gamble Co. shareholders on Tuesday elected the company’s 12 director nominees to the board, including one member who environmentalists sought to unseat over the company’s handling of climate issues.

The Natural Resources Defense Council, Sierra Club and several dozen descendants of P&G’s founding families lobbied shareholders to vote against Angela Braly, who served as head of the board’s governance and public responsibility committee.

Coinbase has called for the creation of a single dedicated body to regulate digital assets, arguing that the current oversight is too fragmented and that the US’s century-old securities laws are ill-suited to today’s cryptocurrency markets.

Once a decision has been made to form a special committee, the most important question, and sometimes a fraught one, is which directors are sufficiently independent of the interested stockholder to effectively serve on that committee. Delaware case law is replete with examples of committees whose effectiveness has been challenged because one or more members allegedly lacked independence, in many cases as a result of social or business connections with the interested stockholder. However, a recent Delaware Court of Chancery decision may signal a willingness of the Delaware courts to apply closer scrutiny to such allegations.

Electric carmaker Tesla Inc on Wednesday reported lower support than usual for two directors at its recent shareholder meeting, and greater support for a call to review the company’s use of mandatory arbitration after a court decision in favor of a temporary employee who accused Tesla of racial discrimination.

Osler’s Corporate Governance Group first reported on the representation of women on boards and in senior management positions in Diversity Disclosure Practices 2015 and continues to report annually by surveying public disclosure documents filed by all TSX-listed companies. From 2020 onwards, we include the Canada Business Corporations Act (CBCA) reporting requirements.

The Covid pandemic has left women exhausted from the competing demands of work and family. According to a recent McKinsey survey of 40,000 employees of U.S. companies, women report feeling more burned out and chronically stressed than men do. This holds for every race and across all levels of business, especially at the top.

Omni Conversion Technologies Inc. has named Jonathan Lundy as its new chief executive and former Bank of Canada governor Stephen Poloz to the company’s board of directors.

The company also announced Daniel Kammen, Peter Fraser and Carmen Vierula have joined Omni CT chairman Rod Bryden, who had also been CEO, on the board.

Americans got a stark warning from the government this week: Expect higher heating bills this winter.

According to the Energy Information Administration, nearly half of U.S. households that warm their homes with mainly natural gas can expect to spend an average of 30% more on their bills compared with last year. The agency added that bills would be 50% higher if the winter is 10% colder than average and 22% higher if the winter is 10% warmer than average.

Walgreens Boots Alliance Inc. WBA +5.74% will pay $5.2 billion to acquire a controlling stake in primary-care network VillageMD as the pharmacy chain seeks to remodel itself as a healthcare provider.

VillageMD operates more than 200 clinics where it has acquired or hired its own physicians and medical staff. Walgreens said the investment will enable it to open doctors’ offices at 600 or more of its drugstore locations by 2025, and another 400 by 2027.

A new era of corporate splits, spins, and separations raises the stakes on making a bad board appointment. Here’s how thoughtful parent companies avoid them when turning one board into two.

Google, Salesforce, SAP, and others are making it easier for CIOs to manage greenhouse gas emissions, not just in the server room but across the whole enterprise.

Bluebell Capital Partners has called for the resignation of the GlaxoSmithKline chair, as the activist investor pushes for change at the top of the UK drugmaker.

Partners at Bluebell — famous for running a campaign that toppled the Danone chief executive — wrote to chair Jonathan Symonds on Monday after being disappointed with his explanations for the company’s underperformance at an investor meeting last week.