Corporate governance - Vigil

Recent examples of German supervisory boards adding the role of lead independent director (LID) are useful role models for their peers. A LID can help strengthen trust and improve communication between boards and investors. Additionally, it should foster independent, transparent and well-communicated succession planning, which can be lacking among German companies. Key takeaways :

• A LID provides an independent point of contact for other board members, company executives, investors and other stakeholders who may be unable or unwilling to raise issues directly with the chairperson 
• Within Germany’s existing two-tier system of corporate governance there is a place for a LID, which does not conflict with the deputy chairperson position typically nominated by employees
• The LID should ideally chair the nominating committee1 and lead the process of appointing the chairperson’s successor, which includes consultations with investors 

The U.S. economy has experienced 12 recessions since World War II, and each one included two features: Economic output contracted and unemployment rose. Today, something highly unusual is happening. Economic output fell in the first quarter and signs suggest it did so again in the second. Yet the job market showed little sign of faltering during the first half of the year. The jobless rate fell from 4% last December to 3.6% in May. It is the latest strange twist in the odd trajectory of the pandemic economy, and a riddle for those contemplating a recession. If the U.S. is in or near one, it doesn’t yet look like any other on record. [...] Whether it will spiral into a fuller and deeper recession isn’t known, though a growing number of economists believe it will.

Firms that verify businesses’ climate data are at odds over who is qualified to perform the work, a pivotal and potentially lucrative task under a proposal from the Securities and Exchange Commission that would require new disclosures on the topic. The U.S. securities regulator in March said it wants companies to seek independent certification of certain new disclosures, including estimates of greenhouse-gas emissions from their operations and from the energy they consume. The assurance requirement would apply to companies with at least $250 million in publicly traded shares. Only certified public accountants can audit public companies’ financial statements, per U.S. securities laws. But, under the SEC’s proposal, the attestation report could be prepared not only by external auditors but also by other service providers, such as an engineering, consulting or certification firm. 

In popular conception, the term “chair of the board” has an honorific ring to it—a title conferred after a long career of hard work and achievement. In truth, this view downplays the mission-critical work chairs do and the importance of the role. First-hand accounts from board chairs around the world, without exception, describe a position as demanding as it is personally rewarding. Chairs today play a critical role in the success or failure of their organizations; they serve as a trusted sounding board and guiding hand for the CEO and other board members. Huge forces are redefining the role in real time: unforeseen events, such as the pandemic and geopolitical disruption, adding to the inexorable challenges of digital transformation, climate change, heightened regulation, and investor scrutiny.

Corporate boards are experiencing the impact of climate change on multiple fronts. Mounting pressure from regulators, investors, shareholders, consumers, and their workforce is forcing companies to rethink their carbon emissions. Worsening droughts, fires, floods, and storms have prioritized the need to focus on the health of our communities and ecosystems. Beyond social responsibility, there’s also economic cost tied to each of these challenges. The intersection of climate change and the emerging technologies used as part of a strategy to fight it will continue to push the boundaries of board governance and director acumen. 

Au cours des années, M. Audet a été reconnu maintes fois par les communautés d’affaires et philanthropique pour ses contributions importantes. À ce titre, il a été nommé au sein de l’Ordre du Canada en 2013. Plus récemment, il a reçu le titre de Grand bâtisseur de l’économie du Québec par l’Institut sur la gouvernance (IGOPP).

«On observe à nouveau que le portefeuille diversifié de Fondaction, investi dans les entreprises québécoises et sur les marchés financiers selon une stratégie de finance durable, en fait un véhicule d'épargne plus résilient dans un contexte de volatilité», a souligné Geneviève Morin, présidente-directrice générale de Fondaction.

Apple Inc. and Major League Soccer have inked a deal worth at least $2.5 billion to broadcast games on the tech giant’s streaming service, the iPhone-maker’s most significant move yet into sports that underscores its growing ambitions for streaming.

EY and Deloitte recently made headlines and fueled speculation by purported plans to spin-off their audit and advisory arms. EY, Deloitte, PwC, and KPMG (The Big Four) have come under protracted, intense criticism for a lack of independence in their auditing of company accounts because of fees their advisory partners generated from consulting, tax, and advisory work. A split would liberate advisory teams from those conflicts and enable them to vie for a significant chunk of additional legal work. Untangling the audit and advisory arms would be a big deal. It would rachet up pressure on all but a handful of elite corporate law firms that dominate premium legal matters. 

Asset manager Fidelity plans to roll out a direct indexing tool in the US that will require investment of as little as $1 per stock, in a significant move to open up the concept to small investors. The direct indexing concept, which allows investors to create bespoke portfolios tailored to their personal preferences, is widely seen as a long-term threat to traditional pooled vehicles such as mutual and exchange traded funds. Once limited to wealthy investors, Fidelity’s move is the latest sign of direct indexing expanding into the mass market, particularly in the US. [...] The Boston-based manager said the growing field of direct indexing was the next “game changer” for retail investors.

hile all directors can contribute to the board’s success, the board chair has a unique set of responsibilities, both in the tone that they set, and their influence on how time and resources are deployed. The best board chairs are facilitators who get the best out of the collective expertise of the board—yet many chairs fail to play that role successfully. Year over year, we are constantly amazed at the sizable gap between observed chair behaviors on typical boards and those on Gold Medal Boards (boards whose directors rate their board effectiveness as a 9 or 10 on a 1-10 scale, and report the company as having outperformed relevant TSR benchmarks for two or more consecutive years), as shown below:

Over the past few years, we have experienced an unprecedented series of events that have fundamentally changed both our communities and our organizations, from the COVID-19 pandemic to racial and social justice movements, increased polarization, the sharpened focus on climate change, and recent geopolitical events such as the war in Ukraine. One outcome of these experiences has been a greater focus on purpose, both individual and organizational. It’s undeniable that all these events, taken together, have changed the very nature of corporations’ license to operate—the fundamental contract between organizations and the communities within which they do business. [...] In this report, we look at the new directors added to Fortune 500 boards in 2021. We can see how much these boards are moving the dial on changing their composition to address these new expectations.

While Public Benefit Corporations (PBCs) have been around for a decade, with the increasing importance of environmental, social, and governance (ESG) considerations, their popularity has grown dramatically. Following the successful IPOs of several PBCs and the conversion of already publicly traded companies to PBCs over the past two years, many corporations are considering if becoming a PBC is right for them. In this webcast, lawyers from Gibson Dunn and Morris Nichols talk about what to consider when deciding if being a PBC is right for you. In particular, they discuss the following:

How is a PBC different from a traditional corporation?
How does a corporation become a PBC?
What are the requirements that come with being a PBC?
What are the risks and benefits of being a PBC?
What is the difference between a PBC and a B Corp?

Government leaders get up in the morning for the mission, but they often spend their day working against the bureaucracy. This can lead to self-sabotage, and it is not uncommon. But it can be overcome. [...] While many leaders may recognize their own experience with slow-moving, process-driven, hierarchical, and risk-averse organizations, thinking of it as sabotage (in effect, self-sabotage) may be shocking—but it can also be enlightening. And in a sector where missions are inspiring and employees’ commitment to them runs deep, getting the organization out of the way of the mission by defeating self-sabotage could unlock significant potential.

Zendesk Inc. has agreed to be acquired by a group of buyout firms for $10.2 billion, resurrecting a deal that would be one of the biggest private-equity takeovers of the year

Après McDonald’s ou IKEA, il s’agit d’une énième marque occidentale emblématique qui quitte le marché russe, après s’y être ruée à la fin de l’Union soviétique.  

La nomination a été entérinée mercredi après-midi par le conseil des ministres du gouvernement du Québec au cours de sa réunion hebdomadaire.

Total U.S. home equity increased almost 20% in the first quarter to $27.8 trillion, a record high, according to the Federal Reserve.