Boards & Shareholders


Nissan to overhaul its governance structure


In a meeting this month, Nissan’s board of directors unanimously voted in favor of a transition from a company with statutory auditors to a company with three statutory committees.


SEC charges GT Advanced Technologies with fraud


GT Advanced Technologies is in trouble with the SEC for misleading shareholders about its ability to provide sapphire glass to Apple for its iPhones.


Bed Bath & Beyond revamps board; shareholders revolt


In response to shareholder backlash, Bed Bath & Beyond has made several changes to its board, as well as a series of additional governance enhancements, but activist investors say the changes aren’t enough and issued a joint statement expressing their many concerns.


Tesla to phase out four board members


Tesla disclosed in a filing with the Securities and Exchange Commission that four of its directors eventually will be phased out, reducing the size of its board to seven.


Ask Amii mailbag: Keys to effective, engaging training


Executive coach Amii Barnard-Bahn tackles your questions on compliance training, conducting an ethics health check, and more.


SEC: Amazon can’t exclude biometrics shareholder resolutions


The SEC has decided to allow a shareholder proposal demanding more information on Amazon’s use and sale of facial-recognition technology to proceed to the annual meeting’s proxy materials.


Embattled Wells Fargo CEO steps down


Wells Fargo announced Thursday that Chief Executive Officer and President Timothy Sloan intends to retire, effective June 30. He will step down as CEO, president, and board member effective immediately.


U.S. Chamber ponders quarterly reporting, pitches ‘company files’


The U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness has entered the fray over potential reforms to the timing and substance of corporate disclosures. Its pitch: a centralized “company file” to replace the current process for delivering investor information.


CFPB resurrects consumer advisory boards


CFPB Director Kathleen Kraninger has reinstated the agency’s consumer advisory boards. It is currently accepting applications for members to serve on those boards, which were disbanded last year by her predecessor.


Interserve: Carillion Part II


In an almost carbon copy of the Carillion collapse, peer contracting firm Interserve went into administration on Friday due to a majority of its shareholders rebelling against a debt cancellation deal that would have seen their investment at even lower levels than the deal that was finally agreed to.


Bipartisan effort would double SEC statute of limitations for fraud


Senators Mark Warner (D-Va.) and John Kennedy (R-La.) have introduced the Securities Fraud Enforcement and Investor Compensation Act—the bipartisan legislation that would extend the window of time the SEC can pursue post-fraud claims for investors from five years to 10.


Festivus, Fortnite, and the SEC’s relationship with institutional investors


SEC Commissioner Hester Peirce’s speech before the Council of Institutional Investors spring conference used two pop culture touchpoints as a means to clarify her relationship with the audience the group represents.


SEC once again dragged into fight over mandatory arbitration


The SEC was spared setting mandatory arbitration policy when New Jersey’s attorney general argued a shareholder initiative proposed for Johnson & Johnson would be illegal.


Building a better board and the benefit of director self-assessments


Technological disruption, the dark side of corporate culture, and evolving expectations from diverse stakeholders are all making the job of director more challenging, says a report by EY’s Center for Board Matters.


Treasury lifts sanctions on Rusal, En+, ESE


The U.S. Department of Treasury announced that it has lifted sanctions on three companies controlled by Russian oligarch Oleg Deripaska: power company EuroSibEnergo, aluminum producer UC Rusal, and Rusal’s parent company, En+ Group. Following this news, En+ Group announced an overhaul of its board of directors.


Bezos fallout: Disclosure and divorce


When a CEO is in the midst of a divorce, as Amazon’s Jeff Bezos is, does that personal matter rise to the level of shareholder materiality? There are no easy answers, only slippery slopes.


Tesla adds two new independent directors


As part of a deal reached with the Securities and Exchange Commission in September, Tesla has added two new independent directors to its board: Oracle co-founder Larry Ellison and Kathleen Wilson-Thompson, global chief human resources officer of Walgreens Boots Alliance.


Ellen Hunt of AARP on compliance at board level


Ellen Hunt, the senior vice president, audit, ethics, and compliance officer at AARP, joins columnist Tom Fox to explain the benefits she feels having a compliance expert on the board of directors at a company provides.