Corporate governance - Vigil
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August 30, 2022 9:59 AM
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ISS Discusses 2022 Shareholder Resolutions Requesting Civil Rights Audits - Columbia Law School Blue Sky Blog

[...] What Are Civil Rights Audits? In this snapshot, we examine the results for a new type of shareholder resolution – on civil rights audits. A typical description of a civil rights audit comes from a proposal at Apple, which has already received majority support: “a third-party audit analyzing the adverse impact of Apple’s policies and practices on the civil rights of company stakeholders [including employees], above and beyond legal and regulatory matters, and to provide recommendations for improving the company’s civil rights impact.” Resolutions requesting civil rights audits arose following the widespread protests over the killing of George Floyd in 2020, and the subsequent statements by corporate leaders supporting racial justice and seek to test whether such statements are reflected in company policy and governance. The audits cover topics such as workforce demographics, hiring policies, advertising, privacy and misuse of technology. The proposals examined include the following:

Report on Civil Rights Audit
Report on Workplace Non-Discrimination Audit
Report on Third-Party Racial Equity Audit
Report on Civil Rights and Non-Discrimination Audit
Report on a Civil Rights, Equity, Diversity and Inclusion Audit

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August 29, 2022 11:17 AM
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BlackRock labels Texas ‘anti-competitive’ over ESG blacklisting - Financial Times

BlackRock labels Texas ‘anti-competitive’ over ESG blacklisting - Financial Times | Corporate governance - Vigil | Scoop.it

BlackRock has come out fighting against Texas’s decision to single it out as hostile to fossil fuels, calling the state’s targeting of it “opportunistic”, “anti-competitive” and “bad for business”. The world’s biggest asset manager was the only US company included by Glenn Hegar, Texas comptroller, on a list of 10 financial institutions that “boycott” fossil fuels. The groups face possible divestment by state pension funds. “Trying to stop a US company from doing business in its own backyard is bad for business,” said Mark McCombe, the head of BlackRock’s US business, who made multiple trips to Texas to lobby state officials while the list was being drawn up. “It looks opportunistic in this climate.” “We have never turned our back on Texas oil and gas companies,” said McCombe, noting that BlackRock is the single largest investor in the state’s oil and gas industry and has $290bn in Texas-based assets. “This is anti-competitive.”

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August 29, 2022 10:39 AM
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Corporations add ESG to financial crime risk screens as bribery & corruption risk surface in carbon offset schemes - Thomson Reuters

Corporations add ESG to financial crime risk screens as bribery & corruption risk surface in carbon offset schemes - Thomson Reuters | Corporate governance - Vigil | Scoop.it

More companies are including ESG factors along with the other risk factors they track as part of a robust financial crime and anti-bribery & corruption rating system. Corporations have added environmental, social & governance (ESG) factors to their financial crime and anti-bribery and corruption (ABC) risk rating systems used to vet clients, suppliers, and third-party entities. Those companies with more advanced ESG programs have realized the vulnerability to bribery and corruption risks posed by some sustainability or climate change mitigation efforts, such as carbon offset schemes. “ESG is also about green crime [and] human trafficking, which is linked with money laundering and with bribery and corruption. They all come into the same circle,” says Gabriel Cozma, head of financial and fintech at the Lysis Group, a financial crime specialist in London. A few banks too now risk-rate their client base and third-party relationships according to some ESG criteria alongside ABC and money-laundering risk screening. Some will not on-board those clients or third parties who do not meet those criteria, Cozma adds.

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August 29, 2022 10:25 AM
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What’s the Right Talent Mix for Disney’s Board? - The Wall Street Journal

What’s the Right Talent Mix for Disney’s Board? - The Wall Street Journal | Corporate governance - Vigil | Scoop.it

When the activist investor Dan Loeb announced earlier this month that his hedge fund had taken a new stake in Walt Disney Co., he called for a wide-ranging menu of changes. One was a “refresh” of Disney’s board. Mr. Loeb, chief executive of Third Point LLC, wrote in a now-public letter to Disney Chief Executive Bob Chapek that the board suffered from “gaps in talent and experience as a group that must be addressed.”

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August 29, 2022 9:51 AM
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Strategic courage in an age of volatility - McKinsey

Today’s challenging environment requires business leaders to hone their edge in three critical areas: insights, commitment, and execution. The late Brazilian car-racing champion Ayrton Senna once said, “You cannot overtake 15 cars in sunny weather, but you can when it’s raining.” Well, there’s been no shortage of downpours in recent years. We’re living in a world where new shocks—the war in Ukraine, the return of inflation—have been layered onto earlier shocks—a deadly global pandemic, supply chain disruptions—that in turn were layered onto, and dramatically accelerated, long-standing trends such as digitization and sustainability. In almost all our recent conversations, CEOs, board members, and other business leaders share with us a common sentiment: this combination of shocks has created perhaps the most challenging environment management teams have ever faced—and one that likely won’t change anytime soon. We have entered an age of volatility.

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August 26, 2022 11:23 AM
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Comment peser sur la transition climatique?

Comment peser sur la transition climatique? | Corporate governance - Vigil | Scoop.it
En conséquence, le recours à l’activisme lors d’AGO et la soumission de résolutions d’actionnaires sont de plus en plus fréquents. Les investisseurs exercent de plus en plus leurs droits de vote, non seulement pour approuver les pratiques de gouvernance mais aussi pour mettre les entreprises au défi de relever les problématiques de durabilité. L’AGO est plus que jamais perçue comme une occasion d’adresser des questions aux administrateurs et d’améliorer le dialogue entre les investisseurs et les sociétés dans lesquelles ils investissent, en particulier sur les sujets sensibles. Par exemple, lors de la saison 2022 des AGO des entreprises du CAC40, plus de 35 investisseurs ont posé environ 200 questions sur diverses thématiques environnementales, sociales ou de gouvernance.

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August 24, 2022 10:57 AM
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Chinese Developers Lean on Government Bond Guarantees as Doubts Persist

Chinese Developers Lean on Government Bond Guarantees as Doubts Persist | Corporate governance - Vigil | Scoop.it
Many of the country’s real-estate companies are struggling. More than 30 have defaulted on their dollar-denominated bonds, and even the strongest private-sector developers have faced challenges selling new debt as their bond prices have tumbled and yields have soared. In recent days, a flurry of large and small Chinese developers have put out profit warnings.

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August 24, 2022 10:56 AM
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Twitter Comes Under Washington Spotlight With Whistleblower Complaint

Twitter Comes Under Washington Spotlight With Whistleblower Complaint | Corporate governance - Vigil | Scoop.it
The complaint from former Twitter security executive Peiter Zatko was filed to the Securities and Exchange Commission, the Federal Trade Commission and the Justice Department, which are expected to investigate.

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August 24, 2022 10:44 AM
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Ivanhoé Cambridge progresse vers des centres commerciaux carboneutres

Ivanhoé Cambridge progresse vers des centres commerciaux carboneutres | Corporate governance - Vigil | Scoop.it
Après avoir annoncé son intention de réduire de 35 % d’ici 2025 l’empreinte carbone de son parc immobilier, la filiale immobilière de la Caisse de dépôt et placement du Québec vient justement de démontrer qu’il était possible de le faire. La prochaine étape est de passer de la parole aux actes, en vue d’atteindre la carboneutralité au plus tard en 2040.

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August 24, 2022 10:43 AM
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How Nasdaq’s board diversity rule creates potential for real change

How Nasdaq’s board diversity rule creates potential for real change | Corporate governance - Vigil | Scoop.it

On 6 August 2021, the United States Securities and Exchange Commission (SEC) approved rules, collectively dubbed Nasdaq’s Board Diversity Rule, relating to the demographics of boards of directors of Nasdaq-listed companies. In the few months since, commentary has focused on the supposed need to grow the pool of qualified directors from diverse backgrounds, the belief that these directors will need special training in public company board norms and the logistics of allocating board seats to new directors. We have noted two trends among business and legal writers in examining the impact of the Rule.

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August 24, 2022 10:42 AM
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Brookfield, Intel partner on US$30-billion chip factory

Brookfield, Intel partner on US$30-billion chip factory | Corporate governance - Vigil | Scoop.it

Brookfield Infrastructure Partners LP will contribute US$15-billion and own 49 per cent of the venture, with Intel owning the other 51 per cent.

Brookfield has secured debt to finance the bulk of its contribution, with only about US$500-million to US$750-million in an equity investment, made over the several years it will take to build the plants. Proceeds will come from cash flow and “capital recycling” – cashing out other investments.

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August 24, 2022 10:40 AM
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The ‘crying CEO’ and Lisa LaFlamme’s ouster offer managers a lesson on layoffs

The ‘crying CEO’ and Lisa LaFlamme’s ouster offer managers a lesson on layoffs | Corporate governance - Vigil | Scoop.it
But this malaise can be mitigated if leaders embrace what Dr. Robinson calls procedural justice, an approach that rests on transparency and fairness. Companies should clearly explain why and how they made their decisions, acknowledge the harm the layoffs will cause in a genuine fashion and give remaining employees a chance to voice their thoughts.

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August 24, 2022 10:32 AM
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Cyberattaque chez BRP | Passeports, contrats et ententes de confidentialité ont été volés

Cyberattaque chez BRP | Passeports, contrats et ententes de confidentialité ont été volés | Corporate governance - Vigil | Scoop.it
Les données personnelles d’au moins quatre personnes identifiées comme des cadres au sein du constructeur des Ski-Doo, Sea-Doo et Can-Am ont été compromises. Deux ont quitté l’entreprise, selon leur profil LinkedIn. Les autres sont toujours employés de la multinationale.

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August 29, 2022 11:22 AM
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The Whistleblower Industrial Complex - SSRN

The Whistleblower Industrial Complex - SSRN | Corporate governance - Vigil | Scoop.it

Although the whistleblower programs (WBPs) created by Dodd-Frank have received universal acclaim, little is known about how they actually work. Last year, the Securities and Exchange Commission (SEC) received an average of 49 whistleblower tips every workday. Success depends on sifting through this avalanche of tips to determine which ones to investigate. To date, however, the tip-sifting process has been entirely shrouded in secrecy. This paper breaks new ground. It offers a rare look inside the WBPs administered by both the SEC and the Commodity Futures Trading Commission (CFTC), shining a bright light on the critical role played by private whistleblower attorneys in the tip-sifting process. 

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August 29, 2022 11:14 AM
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Goldman: U.S. delisting risk for Chinese stocks halves after deal - NBC

Goldman: U.S. delisting risk for Chinese stocks halves after deal - NBC | Corporate governance - Vigil | Scoop.it

BEIJING — The risk of Chinese stocks delisting from U.S. exchanges has nearly halved after regulators reached an audit agreement, Goldman Sachs analysts said in a report Monday. The China Securities Regulatory Commission and U.S. Public Company Accounting Oversight Board announced Friday that both sides signed an agreement for cooperation on inspecting the audit work papers of U.S.- listed Chinese companies. China’s Ministry of Finance also signed the agreement. “This is no doubt a regulatory breakthrough,” Goldman Sachs’ Kinger Lau and a team said, while cautioning that much uncertainty remains. They pointed out the PCAOB said the deal was only a first step, while the Chinese side said they would provide “assistance” in the inspections. The PCAOB said it planned to have inspectors on the ground in China by mid-September, and make a determination in December on whether China was still obstructing access to audit information.

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August 29, 2022 10:30 AM
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Facebook-Cambridge Analytica data breach lawsuit ends in 11th hour settlement - The Guardian

Facebook-Cambridge Analytica data breach lawsuit ends in 11th hour settlement - The Guardian | Corporate governance - Vigil | Scoop.it

Dramatic move shows Mark Zuckerberg ‘desperate to avoid being questioned over cover-up’, says Observer journalist who exposed scandal. Facebook has dramatically agreed to settle a lawsuit seeking damages for allowing Cambridge Analytica access to the private data of tens of millions of users, four years after the Observer exposed the scandal that mired the tech giant in repeated controversy. A court filing reveals that Meta, Facebook’s parent company, has in principle settled for an undisclosed sum a long-running lawsuit that claimed Facebook illegally shared user data with the UK analysis firm. It follows revelations of mass data misuse made by a Cambridge Analytica whistleblower to the Observer in 2018, an exposé that forced chief executive Mark Zuckerberg to testify before Congress and led to the social media firm receiving a multibillion-pound fine. Days after the story was published, Facebook’s share price fell by the equivalent of more than $100bn.

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August 29, 2022 10:00 AM
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A Critique of the American Law Institute’s Draft Restatement of the Corporate Objective by Stephen M. Bainbridge (UCLA) - Harvard Law School Forum

A Critique of the American Law Institute’s Draft Restatement of the Corporate Objective by Stephen M. Bainbridge (UCLA) - Harvard Law School Forum | Corporate governance - Vigil | Scoop.it
The American Law Institute (ALI) is currently working on a Restatement of the Law of Corporate Governance (“Restatement”). As with all Restatements, the purpose of the proposed Restatement is to clarify “the underlying principles of the common law” that have “become obscured by the ever-growing mass of decisions in the many different jurisdictions, state and federal, within the United States.” As I argued in my paper, Do We Need a Restatement of the Law of Corporate Governance?, corporate law is virtually unique in being dominated by the law of a single jurisdiction; namely, Delaware. Given the prominence of Delaware law in this field, the proposed Restatement is unlikely to be influential.
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August 29, 2022 9:49 AM
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A brighter future for "Made in America" - McKinsey

A brighter future for "Made in America" - McKinsey | Corporate governance - Vigil | Scoop.it

The stage is set for a manufacturing resurgence in the United States. Can the country’s producers make it happen? US manufacturing may be poised for an overhaul and a rebound, with a potentially significant impact on the nation’s overall economy. In the United States, manufacturing accounts for $2.3 trillion in GDP, employs 12 million people, and supports hundreds of local economies. Although that represents just 11 percent of US GDP and 8 percent of direct employment, the sector makes a disproportionate economic contribution, including 20 percent of the nation’s capital investment, 35 percent of productivity growth, 60 percent of exports, and 70 percent of business R&D spending. [...] Some recent trends point to the potential for a resurgence of growth, especially if manufacturers take a few key measures to strengthen their position in the market.

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August 26, 2022 11:22 AM
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Rafraîchissements et évaluations du conseil – Gouvernance | Jacques Grisé

Rafraîchissements et évaluations du conseil – Gouvernance | Jacques Grisé | Corporate governance - Vigil | Scoop.it
En effet, le pourcentage d’administrateurs nouvellement élus dans le S&P 500 est resté stable au cours des dernières années. Pour surmonter cet obstacle, les conseils peuvent (temporairement) augmenter leur taille, ce qu’ils font modestement. De plus, ils peuvent adopter et mettre en œuvre des politiques et des pratiques de rafraîchissement du conseil qui favorisent un niveau approprié de roulement dans les rangs actuels du conseil.

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August 24, 2022 10:56 AM
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Federal Trade Commission Drops Mark Zuckerberg From Antitrust Lawsuit

Federal Trade Commission Drops Mark Zuckerberg From Antitrust Lawsuit | Corporate governance - Vigil | Scoop.it
In return, the Meta chief executive agreed not to purchase the startup, Within Unlimited Inc., and its fitness app called Supernatural, in his personal capacity or through any other entities he controls, according to a court document filed Tuesday.

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August 24, 2022 10:54 AM
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Visite d’Olaf Scholz au Canada | Le Canada et l’Allemagne signent un accord sur l’hydrogène

Visite d’Olaf Scholz au Canada | Le Canada et l’Allemagne signent un accord sur l’hydrogène | Corporate governance - Vigil | Scoop.it
Le Canada sera en grande partie responsable de l’augmentation de la production d’hydrogène et l’Allemagne se concentrera principalement sur un corridor maritime pour le transporter à travers l’Atlantique.

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August 24, 2022 10:44 AM
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EU Corporate Sustainability Reporting Directive—What Do Companies Need to Know

EU Corporate Sustainability Reporting Directive—What Do Companies Need to Know | Corporate governance - Vigil | Scoop.it
CSRD will significantly expand the scope and content of the EU’s existing non-financial reporting regime under the Non-Financial Reporting Directive (NFRD). Under Article 8 of the EU Taxonomy Regulation, entities in scope of NFRD are also required to report on their Taxonomy alignment. The amendments made by CSRD therefore mean that a broader range of entities will also be required to make disclosures of their Taxonomy alignment. Another key difference between NFRD and CSRD is that the new rules will introduce a mandatory audit and assurance regime to ensure the reliability of data and avoid greenwashing and/or double accounting.

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August 24, 2022 10:42 AM
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Air Canada’s CFO says airport disruptions unlikely to extend into the new year

Air Canada’s CFO says airport disruptions unlikely to extend into the new year | Corporate governance - Vigil | Scoop.it
“Fundamentally we see that continuing through the back half of this year,” Mr. Kazzaz told an investors conference Tuesday. “As time goes by, we certainly don’t expect to see this sort of disruption into 2023. I think it will continue to improve.”

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August 24, 2022 10:40 AM
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Rogers, Shaw push back on regulator’s concerns, say Freedom Mobile deal should allay competition fears

Rogers, Shaw push back on regulator’s concerns, say Freedom Mobile deal should allay competition fears | Corporate governance - Vigil | Scoop.it
According to Rogers, under Videotron’s ownership, Freedom would be better placed to compete in wireless services with Bell, Rogers and Telus than it would have been under Shaw’s ownership, given the Montreal-based company’s “history as a disruptive competitor” and ownership of 3.5 GHz spectrum – ideal for supporting fifth-generation, or 5G, cell service.

Further, it added that the acquisition of Freedom would provide Videotron with a “fast, efficient and effective” expansion out of Quebec as a result of fewer network and retail costs. Freedom has more than 1.7 million subscribers in Ontario, Alberta and British Columbia.
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August 24, 2022 10:33 AM
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Rio Tinto sweetens buyout offer for Canadian miner Turquoise Hill Resources

Rio Tinto sweetens buyout offer for Canadian miner Turquoise Hill Resources | Corporate governance - Vigil | Scoop.it
Turquoise last week rejected an offer by Rio Tinto for $2.7-billion, saying the majority shareholder’s proposal did not reflect the Canadian company’s full and fair value.

“Rio Tinto believes this offer not only provides full and fair value for Turquoise Hill shareholders, but is in the best interests of all stakeholders as we work to move the Oyu Tolgoi project forward,” Rio Tinto Chief Executive Jakob Stausholm said on Wednesday
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