Boards & Shareholders


SeaWorldFeature

SeaWorld Entertainment to pay $65M in shareholder class action

2020-02-18T18:42:00+00:00By

SeaWorld Entertainment disclosed in a recent regulatory filing it has reached a $65 million settlement to resolve a class-action lawsuit over allegations investors were misled about the impact of the 2013 documentary film Blackfish.

Lawsuit

Spirit AeroSystems faces class action over accounting woes

2020-02-12T21:07:00+00:00By

In the wake of an ongoing accounting probe and the resignation of two top finance executives, Spirit AeroSystems is facing a class-action lawsuit filed on behalf of shareholders.

ProxyVoteStory

Poll: U.S. companies want to respond to proxy advisor voting recommendations

2020-01-15T20:20:00+00:00By

According to a Willis Towers Watson survey, the majority of U.S. publicly traded companies would not remain silent if given the opportunity by the SEC to respond to proxy advisor voting recommendations.

CSR

BlackRock: Climate change ‘defining factor’ in companies’ futures

2020-01-14T20:30:00+00:00By

Fund manager BlackRock announced several new initiatives with a focus on sustainable investing, including holding companies and boards more accountable where they are not making enough progress on sustainability-related disclosure.

Board table

Argo Group agrees with Voce to overhaul board

2020-01-06T16:35:00+00:00By

Argo Group, a Bermuda-based insurance company, announced it has reached an agreement with activist fund Voce Capital Management to make changes to the composition of Argo’s board of directors.

Cuomo

New York legislation requires ‘Women on Corporate Boards Study’

2019-12-31T14:43:00+00:00By

New York Governor Andrew Cuomo has signed legislation requiring a study to be conducted on the number of women directors who serve on each board of directors of domestic and foreign companies authorized to do business in New York.

Tightrope

Top 10 risks to keep executives on their toes in 2020

2019-12-30T18:42:00+00:00By

A new study from Protiviti and North Carolina State University not only highlights those risks companies should keep an eye on in the coming year—it also prompts leadership to explore whether or not they’re taking enough risks.

Boeing 737

Troubled Boeing loses legal head to retirement

2019-12-30T18:20:00+00:00By

J. Michael Luttig, who has led Boeing’s legal matters associated with the Lion Air Flight 610 and Ethiopian Airlines Flight 302 crashes, will retire at year end.

columnist icons - kyle

Apple, Walmart among compliance winners of 2019

2019-12-27T17:13:00+00:00By

Strong social stances, a dedication to doing what’s right, and leading by example highlight the qualities exemplified by our list of ethics and compliance winners of 2019.

Hands2

Study: Board diversity, gender pay, political contributions top shareholder agendas

2019-12-18T20:51:00+00:00By

A Conference Board analysis of trends in shareholder voting and activism in Russell 3000 corporations demonstrates more shareholder savvy and creativity in pursuing social and environmental issues.

PathForward

At rare open meeting, PCAOB says it’s on path to change

2019-11-22T16:01:00+00:00By

A recent PCAOB open meeting reviewed details about shareholder outreach and offered a view into its five-year strategic plan.

PointTheFinger

More companies pointing finger at proxy advisory firms

2019-11-22T15:53:00+00:00By

A new survey from the U.S. Chamber of Commerce and Nasdaq says the number of companies identifying conflicts of interest at proxy advisory firms has almost doubled.

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House passes bill requiring disclosure of diversity on corporate boards

2019-11-20T20:55:00+00:00By

If enacted, legislation on corporate board diversity would require the SEC to work on strategies to increase gender, racial, and ethnic diversity on corporate boards.

Clayton2

SEC’s Clayton pushes modernization at UPenn speech

2019-11-15T20:49:00+00:00By

Touting the SEC’s recent accomplishments, Chairman Jay Clayton maintains modernization helps advance the regulator’s “tripartite mission” and gives some hints about next year’s agenda.

Board

ISS unveils 2020 policy updates

2019-11-12T17:11:00+00:00By

Proxy advisory firm Institutional Shareholder Services has released updates to its 2020 benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings on or after Feb. 1, 2020.

SEC

SEC champions proposals to amend outdated proxy solicitation rules

2019-11-06T18:55:00+00:00By DeAnn Orie

SEC Chair Jay Clayton and Commissioner Elad Roisman, among others, convened a roundtable to explore proposals to proxy voting rules calling for consistent regulation across the markets and better disclosure of conflicts to clients.

BoardInvolvement

Survey: Board governance issues expanding amid volatility

2019-11-04T19:51:00+00:00By

The role board directors of public companies play in providing oversight and governance around business strategy, investments, and policies—and their focus on emerging issues—has reached new heights, according to the findings of BDO’s 2019 board survey.

Investigate

Argo launches review into ‘decrepit’ governance woes

2019-10-16T19:46:00+01:00By

Argo Group International Holdings recently announced the launch of a review into governance and executive compensation matters following an SEC subpoena and harsh criticism from an activist investor group.

Asset 1

AT&T might be the next Wells Fargo (and doesn’t seem to be doing anything about it)

2019-10-15T14:12:00+01:00By

A federal securities lawsuit against AT&T and multiple executives of the company mirrors many of the same troubling ethics and compliance failures that plagued Wells Fargo. Inside, we take a deep dive into the allegations.

Walt Disney Company CFO joins P&G board

2019-10-09T14:04:00+01:00By Scuttlebutt

Procter & Gamble at its 2019 Annual Meeting of Shareholders elected Christine McCarthy, currently chief financial officer of The Walt Disney Company, to its board of directors, effective immediately.

Boardroom

Study: Shareholder support down for board nominees

2019-10-08T17:19:00+01:00By

The number of board nominees who failed to receive majority shareholder support in the first six months of 2019 reached a five-year high, according to the latest ProxyPulse report.

SEC

SEC modernizes rules on exchange-traded funds

2019-10-01T16:40:00+01:00By

Despite an effective date about a year out, regulated entities still need to make some decisions now about policies and procedures if they are relying on a new regulation applying to exchange-traded funds.

Canada

Understanding Canada’s new diversity disclosure requirements

2019-09-30T17:35:00+01:00By

Starting next year, Canadian companies will be required to disclose much more about their diversity efforts, including many who will have to do so for the very first time.

ATT

Shareholder lawsuit alleges massive fraud at AT&T

2019-09-27T19:50:00+01:00By

A lawsuit filed on behalf of shareholders against AT&T and its executives and directors alleges widespread fraudulent sales and customer-manipulation tactics regarding the company’s DirecTV Now offering.

Board

CII urges companies to commit to long-term executive pay

2019-09-18T17:10:00+01:00By

The Council of Institutional Investors overhauled its policy on executive compensation, urging public companies to dial back the complexity of their plans and set longer periods for measuring performance for incentive pay.

Prudential

Prudential subsidiaries to pay $33M for misleading disclosures

2019-09-17T16:46:00+01:00By

The SEC has charged two subsidiaries of Prudential Financial with failing to disclose conflicts of interest and making misleading disclosures to the boards for 94 funds they advised.

Shareholders

EY analysis: Audit committees increasing their disclosures to shareholders

2019-09-12T17:42:00+01:00By

Audit committees continue to increase the amount of disclosures they are providing to shareholders across a wide variety of categories, according to a recent analysis conducted by EY.

Board table

New SEC guidance addresses proxy voting process

2019-08-28T19:09:00+01:00By

New SEC releases address the applicability of proxy rules to proxy voting advice and provide guidance to investment advisers in fulfilling their proxy voting responsibilities, particularly when they retain the services of a proxy advisory firm.

columnist icons

Kudos to Business Roundtable for advancing ‘purpose of a corporation’

2019-08-22T18:49:00+01:00By

While some mock the true intent of the Business Roundtable’s newly revised “Statement on the Purpose of a Corporation,” others are lauding the fact that it brings social responsibility into the limelight.

Hong Kong protest

Cathay Pacific execs quit due to Hong Kong protests

2019-08-20T15:19:00+01:00By

Amid pressure from Chinese authorities after initially not penalizing employees for taking part in the Hong Kong pro-democracy protests, two top Cathay Pacific executives have tendered their resignations.

Applied Materials appoints new board member

2019-08-02T15:17:00+01:00By Scuttlebutt

Applied Materials has appointed Yvonne McGill, currently chief financial officer and senior vice president of the Infrastructure Solutions Group at Dell Technologies, to serve on its board of directors.

WallStreet

Warren’s next battleground: private equity firms

2019-07-19T15:49:00+01:00By

Under newly filed legislation, The Stop Wall Street Looting Act, firms would share responsibility for the liabilities of companies under their control, including debt, legal judgments, and pension obligations.

IIA announces global chair and board for 2019-20

2019-07-15T15:04:00+01:00By Scuttlebutt

The Institute of Internal Auditors announced the election of a newly structured global board of directors for 2019-20.

CAQ governing board elects new leadership

2019-06-25T15:52:00+01:00By GRC Announcements

The governing board of the Center for Audit Quality (CAQ) has elected EY’s Kelly Grier and BDO’s Wayne Berson as its chair and vice chair, respectively.

SFO building

SFO appoints two non-executive directors

2019-06-17T20:07:00+01:00By

The U.K. Serious Fraud Office has appointed two new non-executive directors: Emir Feisal and Martin Spencer.

ArtificialIntelligenceEthics

IBE produces AI guidance for boards

2019-06-06T16:10:00+01:00By

The U.K. Institute of Business Ethics is offering a new guide for companies faced with the ethical challenges of artificial intelligence.

best interest

SEC finally prevails with investment advice ‘best interest’ rule

2019-06-05T19:10:00+01:00By

The Securities and Exchange Commission has adopted rulemaking intended to enhance the quality and transparency of investor relationships with investment advisers and broker-dealers.

Musk

How to handle an unpredictable CEO like Elon Musk

2019-06-04T15:28:00+01:00By

There are activist CEOs and rogue CEOs. And then there’s Elon Musk, whose name came up quite often in a Compliance Week panel discussion about what to do when a leader goes off the rails.

columnist icons

ExxonMobil governance as toxic as carbon footprint

2019-06-03T14:17:00+01:00By

The fact that ExxonMobil continues to think only about its bottom line and is indifferent toward the devastating global consequences of its actions demonstrates a corporate culture with no moral compass.

SEC panel

SEC focus: Reduce burden while protecting investors

2019-05-30T15:51:00+01:00By

The SEC has stuck to its promise to focus on initiatives that can improve capital formation and lighten the regulatory burden.

Braskem

Braskem board approves $101M leniency agreement

2019-05-28T19:18:00+01:00By

Braskem has approved a 410 million reais (U.S. $101 million) leniency agreement with authorities for concealing its role in a bribery scheme involving Petrobras.

boarddiversity

Companies prioritize director experience

2019-05-28T14:02:00+01:00By

New research from the Conference Board says that despite a desire for diverse skillsets, companies continue to value prior board experience in their director selection.

GE

GE shareholders still want new auditor, vote suggests

2019-05-22T19:51:00+01:00By

While the rancor appears to have softened a bit, General Electric shareholders are still signaling to the audit committee that they want a new auditor.

Nissancrop

Nissan to overhaul its governance structure

2019-05-20T11:22:00+01:00By

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.

SapphireGlass

SEC charges GT Advanced Technologies with fraud

2019-05-06T18:44:00+01:00By

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

SharholderNo

Bed Bath & Beyond revamps board; shareholders revolt

2019-04-24T19:58:00+01:00By

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.

Teslacrop

Tesla to phase out four board members

2019-04-23T19:19:00+01:00By

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.

askamii

Ask Amii mailbag: Keys to effective, engaging training

2019-04-02T15:13:00+01:00By

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

FacialRecognition

SEC: Amazon can’t exclude biometrics shareholder resolutions

2019-04-01T18:58:00+01:00By

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.

Sloancrop

Embattled Wells Fargo CEO steps down

2019-03-28T16:53:00+00:00By

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.