Boards & Shareholders


Argo launches review into ‘decrepit’ governance woes


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.

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


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.


Study: Shareholder support down for board nominees


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 modernizes rules on exchange-traded funds


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.


Understanding Canada’s new diversity disclosure requirements


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.


Shareholder lawsuit alleges massive fraud at AT&T


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.


CII urges companies to commit to long-term executive pay


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 subsidiaries to pay $33M for misleading disclosures


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.


EY analysis: Audit committees increasing their disclosures to shareholders


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.

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New SEC guidance addresses proxy voting process


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.

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


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.

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Cathay Pacific execs quit due to Hong Kong protests


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.


Warren’s next battleground: private equity firms


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.

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SFO appoints two non-executive directors


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


IBE produces AI guidance for boards


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

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SEC finally prevails with investment advice ‘best interest’ rule


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


How to handle an unpredictable CEO like Elon Musk


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.

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ExxonMobil governance as toxic as carbon footprint


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.

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SEC focus: Reduce burden while protecting investors


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


Braskem board approves $101M leniency agreement


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.


Companies prioritize director experience


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 shareholders still want new auditor, vote suggests


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.


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.