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Society Blog

Vanguard Releases Updated Voting Guidelines

By Randi Morrison posted 2 days ago

Courtesy of Proxy Analytics, Vanguard posted its updated proxy voting guidelines for the 2026 proxy season (effective January 2026), as follows: Vanguard Capital Management (VCM): Global and U.S. Vanguard Portfolio Management (VPM): Global and U.S. As previously reported , Vanguard announced a reorganization of its US investment advisory structure last June into these two wholly ...

BlackRock Voting Guidelines: Updates Consistent with Relevant Developments

By Randi Morrison posted 2 days ago

Further to our recent report : “BlackRock Releases Updated Voting Guidelines & Stewardship Expectations,” Cooley’s memo highlights noteworthy changes from the prior season (a redline of the changes, courtesy of the Society’s engagement with Proxy Analytics, is here ), including reinforced emphasis of financial materiality, elimination of diversity nomenclature, less prescriptive human capital ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 3 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 12, 2026 – January 14, 2026) Investor activism hits new high, with Japan behind only the U.S. | Nikkei Asia Climate activist shareholder group pushes BP, Shell on plans for declining oil demand | Reuters Ben & Jerry’s board members say Magnum blocked appointment of new director | The ...

Proactive Board & Committee Refreshment

By Randi Morrison posted 5 days ago

Particularly beneficial for corporate secretaries and board members to self-evaluate their practices and processes, “ 10 Tips for Board Evolution: The Year in Governance ” from the ABA Business Law Section’s Corporate Governance Committee (co-authored in part by two seasoned in-house Society members) offers a principles-based framework to facilitate ongoing board and committee refreshment that maximizes ...

Executive Compensation: Hot Topic Considerations & Tips

By Randi Morrison posted 5 days ago

Debevoise & Plimpton’s “ 2026 Executive Compensation Reminders for Public Companies ” suggests considerations (inclusive of proxy advisor developments and institutional investor perspectives) and action items for companies in relation to numerous hot topics including—among other things—executive security practices and disclosure, incentive pay non-GAAP adjustments, say-on-pay, clawback policy implementation, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 5 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 9, 2026 – January 13, 2026) ESG round-up: Council of Institutional Investors urges SEC to rethink no-action approach | Responsible Investor Top global risks list forecasts plenty of mayhem for GCs to manage | Corporate Counsel / Law.com Beyond the quarter: Rethinking corporate reporting ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 5 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 9, 2026 – January 12, 2026) Oil, Trump and Venezuela: Exxon Mobil CEO Darren Woods weighs in | CNBC CDP reports 70% jump in companies receiving top sustainability reporting scores | ESG Today Paramount sues Warner Bros., aims to nominate directors to board | Bloomberg Law SEC ...

Proxy Advisor Executive Order: Implications for Companies

By Randi Morrison posted 5 days ago

Teneo’s report on the recently released White House Executive Order on proxy advisors (EO) outlines potential positive and negative implications of the EO for companies on both a short-term as well as longer-term basis, and suggests action items companies may consider to most effectively manage this development. Access additional memos analyzing this development and other resources on our ...

Intake & Disposition of Watchdog Group Communications

By Randi Morrison posted 5 days ago

“ Watch Out for the Watchdogs ” from Skadden Arps addresses the important but scarcely resourced topic of watchdog groups who, while having no direct stake in the company, should be viewed on par with whistleblowers, shareholders, and other third parties who raise concerns or complaints to management and/or the board. To carry out their fiduciary duties, directors should seek to understand the issues/allegations, ...

How to Manage Political Activity Shareholder Proposals

By Randi Morrison posted 6 days ago

Covington’s “ Is a Political Law Shareholder Proposal Under Your Tree? Strategies for Responding in the New Year ” provides sound guidance and tips to companies to reduce the likelihood of receiving a political activity/contributions/lobbying shareholder proposal in the first instance and to evaluate and respond to such a proposal if received in the context of relevant factors and considerations, including ...

Board Oversight of Political Contributions & Activity Disclosure

By Randi Morrison posted 6 days ago

Leveraging fresh data from the Center for Political Accountability (which we reported on here ), Labrador’s report: “ Board Oversight of Political Activities ” includes numerous examples of board oversight of political contributions and activities disclosure (and related matters) in recently filed proxy statements that can help inform companies’ future disclosure. Access additional resources ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 6 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 1, 2026 – January 9, 2026) House lawmakers introduce bill targeting SEC advisory committee | Pensions & Investments SEC official suggests use of AI in proxy voting | Pensions & Investments SEC director backs use of AI in proxy voting | Responsible Investor Trump administration ...

Board Evaluations: Here’s How

By Randi Morrison posted 9 days ago

A highly suggested read, Foley’s post: “ Event Summary: The Next Era of Board Evaluations ” provides instructive key takeaways from a recent collaborative program on the board evaluation process that included the Deputy GC and an independent director of PG&E, along with representatives of Foley, Egon Zehnder, and the NACD’s Northern California Chapter. A recording of the program itself is accessible ...

Directors Speak! AI Governance

By Randi Morrison posted 9 days ago

Deloitte’s “ Navigating uncertainty: Boardroom insights on agile AI governance ” offers guidance and tips to boards on their roles and responsibilities and supporting action items in relation to various aspects of AI oversight including the state of play within the company; corporate strategy; risks; board/committee oversight structure; and board composition, fluency, and education, based on its interviews ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 9 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 2, 2026 – January 8, 2026) DOJ civil rights chief scrolls social media for anti-DEI targets | Bloomberg Law Proxy voting: Trump tightens the screws, but sole reliance on proxies remains rare | Top1000Funds Trump to ban Wall Street from buying the house next door — American dream out of ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10 days ago

Corporate Governance: In the News - Articles of Interest (articles published January 5, 2026 – January 7, 2026) JPMorgan drops proxy advisers for internal AI tool in U.S. proxy voting decisions | ESG Dive JPMorgan replaces proxy advisors with new internal AI platform | ESG Today JPMorgan cuts all ties with proxy advisers in industry first | The Wall Street Journal ...

CEO Succession Benchmarking

By Randi Morrison posted 11 days ago

The Conference Board’s recently released “ CEO Succession Practices” report (developed in collaboration with Semler Brossy, EgonZehnder, and Esgauge) includes noteworthy statistics on CEO turnover, age, tenure, demographic diversity, forced exits, succession sources (internal/external), and more, for the Russell 3000 and S&P 500, each year since 2020. Access additional resources on our CEO ...

ESG Ratings Arena: State of Play

By Randi Morrison posted 11 days ago

ERM Sustainability Institute’s latest report in its "Rate the Raters" series: “ ESG Ratings in evolution ”—which is based on a May through July 2025 survey of 386 public and private company respondents across sectors worldwide—provides noteworthy insights on the use and perceptions of an evolving field of ESG ratings and ratings providers. Among the insights: Investor demand is the top driver ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 30, 2025 – January 5, 2026) OECD corporate minimum tax deal puts U.S. companies in bind | The Wall Street Journal China releases corporate climate reporting standard | ESG Today SEC’s lone Democratic commissioner departs, leaving Republicans to steer markets | InvestmentNews How ...

Executive Security Disclosure Trends

By Randi Morrison posted 12 days ago

This new report from Labrador: “ Executive Security Disclosure – 2025 Proxy Trends with Insights for 2026 ” provides examples of executive security disclosure from 2025 proxy statements. Disclosures are grouped based on like content and include the following observations from the firm: Explained the need for additional security measures Lockheed Martin — The section on “perquisites and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 29, 2025 – January 5, 2026) Trump’s Venezuela gambit tests investor appetite for geopolitical risk | Reuters NLRB poised for major policy shifts in 2026 with new Trump-appointed majority | Reuters Gender diversity on corporate boards showing signs of stagnation | Equilar / MFDF ...

Q4 2025 Society Alert - Directors' Cut

By Randi Morrison posted 13 days ago

We are pleased to present our Q4 2025 Society Alert - Directors' Cut for purposes of sharing with your board members and C-suite executives who regularly engage with the board. As a reminder, or for those who are new to the Society, the quarterly Directors' Cut reflects a select compilation of content from the preceding quarter's weekly Society Alerts and blogs - geared and edited with ...

Large Company Corporate Governance Practices

By Randi Morrison posted 13 days ago

A&O Shearman's recently released report on its annual " Corporate Governance & Executive Compensation Survey " contains an abundance of benchmarking data focused primarily on the 100 largest US public companies (Top 100) (listed at the end of the report) based on publicly available resources, as well as a focused review of a number of hot topics including evolving trends in human capital practices ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 13 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 24, 2025 – January 2, 2026) Saks CEO steps down ahead of expected bankruptcy filing | The Wall Street Journal Warren Buffett retires as Berkshire Hathaway CEO | NPR White-collar crime enforcement under Trump | The Wall Street Journal “Anti-white?” Who’s in the EEOC crosshairs after ...

Benchmarking Corporate Political Spending Practices & Disclosure

By Randi Morrison posted 18 days ago

The recently released annual “ 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ” benchmarks corporate political spending practices and disclosure among nearly all of the S&P 500 (494 companies as of April 15, 2025) and the 489 companies in the Russell 1000 index that are not constituents of the S&P 500 (as of June 30, 2025). * Results are focused on the former ...

BlackRock Releases Updated Voting Guidelines & Stewardship Expectations

By Randi Morrison posted 20 days ago

Courtesy of Proxy Analytics, BlackRock posted its updated engagement priorities, stewardship principles, US proxy voting guidelines for the 2026 proxy season (effective January 2026), and other expectations documents, as follows: BlackRock Investment Stewardship Guidelines Global Principles for Benchmark Policies Proxy voting guidelines for Benchmark Policies - US Climate and Decarbonization ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 20 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 22 – December 25, 2025) ESG: Putting politics over pensions | The Hill PCAOB names William Ryan new acting director of enforcement and investigations | Accounting Today Unprecedented challenges should prompt boards to broaden their sources of information | CLS Blue Sky Blog (Columbia Law ...

Director Education Programs

By Randi Morrison posted 26 days ago

Woodruff Sawyer released an updated listing of director education programs. The regularly updated resource include programs for all types of companies and ranging from single topic, one-day (or shorter) events to comprehensive multi-day programs. See also the most current Society , Cooley , and Gibson Dunn compilations of director education program opportunities, which were included in a recent ...

Audit Committee Oversight: Practice and Disclosure Trends

By Randi Morrison posted 26 days ago

The jointly-released CAQ/Ideagen Audit Analytics: “ Audit Committee Transparency Barometer 2025 ” (online here ) reveals, in addition to 10-year trend data, these (among other) upticks in voluntary audit committee disclosure practices and associated examples of effective disclosure based on S&P 1500 proxy statements filed from July 1, 2024 - June 30, 2025. Cybersecurity oversight ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 27 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 18 – December 22, 2025 ) Key signals from the SEC–PCAOB conference point to a busy new year | Journal of Accountancy A Trump executive order that establishes accountability for U.S. investors | RealClearMarkets Two-thirds of ESG funds change names following new EU sustainable fund naming ...

Binding Bylaw Proposals as a Potential Alternative to Precatory Proposals

By Randi Morrison posted 27 days ago

Cooley’s “ ‘We Will Get By, We Will Survive’ – The Future of Shareholder Proposals ” discusses—among other things—the potential for an uptick in binding bylaw proposals in response to SEC Chair Paul Atkins’ recent remarks regarding companies’ ability to potentially exclude precatory shareholder proposals and the staff’s change in approach as to no-action requests. The post provides an overview of what ...

Evolving the Code of Conduct

By Randi Morrison posted 27 days ago

This recent post from TransparentDisclosure: “6 Questions to Determine Whether You Should Update Your Code of Conduct” showcases one of several important topics relative to code governance, content, design, and accessibility, addressed in Labrador’s instructive guide: “ Modernizing your Code of Conduct to Elevate its Impact .” In addition to many helpful content and design tips, the guide provides ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 27 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 15 – December 19, 2025 ) Delaware Supreme Court rejects Chancery’s rescission of Elon Musk’s Tesla pay package, substituting $1 in nominal damages as remedy | Delaware Business Court Insider / Law.com ’Tis the season for proxy season | Directors & Boards How to align executive compensation ...

EU Omnibus Update

By Randi Morrison posted 30 days ago

Further to last week’s report on the provisional terms of the EU Council/Parliament agreement on the CSRD and CS3D, this memo from Freshfields, who provided strategic guidance to the Society throughout the Omnibus I Simplification process that enabled us to meaningfully weigh in at key junctures, outlines key terms of the text that were agreed upon last week and in yesterday’s full Parliament ...

Executive Order Targets State AI Regulation

By Randi Morrison posted 30 days ago

Also widely reported last week was this Executive Order issued on the same date targeting state regulation of AI, which is framed as hampering innovation. See Fisher Phillips’ FAQs for employers ; this federal preemption analysis from Crowell & Moring; these additional memos from Akin Gump , Cooley , Faegre Drinker , Freshfields , Gibson Dunn , Jackson Lewis , Littler Mendelson , Morgan ...

Executive Order Targets Proxy Advisors

By Randi Morrison posted 30 days ago

As widely reported, the President issued this Executive Order last week directing the SEC, FTC, and DOL to take and consider actions to regulate and dismantle the influence of proxy advisory firms in the corporate governance arena, particularly as they relate to DEI and ESG matters, and including (as respects the SEC) potentially revising or rescinding any shareholder proposal rules, regulations, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 30 days ago

Corporate Governance: In the News - Articles of Interest (articles published December 15 – December 18, 2025 ) Key Democrat pushes for more staff to address Chevron fallout | Bloomberg Government Corporate boards are prioritizing succession planning and workforce readiness | HR Dive The devil of proposed SEC AI disclosure rule is in the details | CIO Eleventh ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-17-2025

Corporate Governance: In the News - Articles of Interest (articles published December 15 – December 17, 2025 ) EU Parliament approves agreement to alter sustainability reporting laws (CSRD, CSDDD) | ESG Dive EU Parliament approves omnibus package to cut sustainability reporting and due diligence rules | ESG News ISS revives project targeting misinformation about proxy ...

EFRAG Releases Draft Simplified Sustainability Standards

By Randi Morrison posted 12-16-2025

EFRAG recently submitted its draft simplified ESRS (European Sustainability Reporting Standards) to the European Commission. A key component of the Commission’s Omnibus I simplification directive, the ESRS simplification is aimed at reducing sustainability reporting requirements for companies subject to the CSRD. Among other things, EFRAG’s release notes a 61% reduction of data points that are ...

Climate-Related Disclosure: Form 10-Ks

By Randi Morrison posted 12-16-2025

The CAQ’s review of S&P 500 companies’ Form 10-Ks publicly available as of June 2025 for climate-related disclosures revealed the following key takeaways: On par with last year, nearly all (494) companies included climate-related information. Climate-related information is most commonly disclosed in the Risk Factors section, although the greatest year-over-year increase was in the Financial ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-16-2025

Corporate Governance: In the News - Articles of Interest (art icles published December 9 – December 16, 2025 ) EU Parliament approves omnibus agreement to cut sustainability reporting and due diligence requirements | ESG Today EU lawmakers approve sustainability omnibus package | Responsible Investor Guest post: Is the SEC signaling the end of ESG shareholder proposals? ...

Leverage Board Practices to Manage Boardroom Burnout

By Randi Morrison posted 12-15-2025

In this Fortune article , Deloitte US Chair Lara Abrash discusses the ever-increasing demands on, and expectations of, directors in the context of an extremely challenging macroenvironment; the associated challenges of boardroom pressure, fatigue, and undercapacity; and ways in which board practices can be strategically evolved to help manage these developments, mitigate burnout, and enhance board ...

Vanguard Reports Voting Stats for 2025 Proxy Season

By Randi Morrison posted 12-15-2025

Vanguard’s 2025 Proxy Year Voting Report reveals the following proxy votes in the US region for the July 1, 2024 – June 30, 2025 proxy year: See Vanguard’s concurrently released Quarterly Engagement Report for the period July 1 – September 30, 2025. Access additional resources on our Institutional Investors page . This post first appeared in the weekly ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-15-2025

Corporate Governance: In the News - Articles of Interest (a rticles published December 11 – December 15, 2025 ) Trump issues EO targeting proxy advisers, including ISS and Glass Lewis | ESG Dive Starbucks DEI programs ruled illegal in Florida | ESG Dive New York releases regulation requiring mandatory GHG reporting for large emitters from 2027 | ESG Today ...

TNFD Releases Guidance on Nature in Transition Planning

By Randi Morrison posted 12-14-2025

The TNFD released guidance on nature in transition planning that addresses, among other things, what transition plans are and what incorporating nature into transition plans entails, how organizations can incorporate nature into their transition plans, and how information about nature transition plans can be disclosed in a manner that provides investors with information they seek to finance the transition ...

Preparing for the 2026 Proxy & Annual Reporting Season

By Randi Morrison posted 12-14-2025

“ Your 2025 Form 10-K roadmap ” from Davis Polk identifies recently adopted SEC rules that impact the Form 10-K with reference to prior firm memos for additional detail and highlights numerous disclosure topics of heightened scrutiny, including AI, non-GAAP measures, and geopolitical-related exposures, as well as discrepancies in disclosures across earnings call and periodic filings. Companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-14-2025

Corporate Governance: In the News - Articles of Interest (articles published December 9 – December 14, 2025 ) Trump moves to impose federal AI regulation framework | The Hill Trump signs order to boost oversight of proxy advisory industry | Reuters Trump orders crackdown on proxy advisers for supporting ESG, DEI | ESG Today Trump executive order puts proxy firms, ...

Benchmarking Board Evaluation Disclosure Practices

By Randi Morrison posted 12-11-2025

Korn Ferry’s review and analysis of S&P 500 listed company 2025 proxy disclosures (conducted in partnership with Gibson Dunn) revealed a number of noteworthy insights and trends. Disclosure prevalence —Of the 500 companies, 98% disclosed at least some information about their board evaluation process and 424 (87%) disclosed more detailed information regarding the nature of the assessment. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-11-2025

Corporate Governance: In the News - Articles of Interest (articles published December 1 – December 11, 2025 ) How California’s SB-261 and SB-253 climate regulations may impact thousands of companies | CSRHub Executive order limits state AI regulation | The Hill 4th Circuit appears divided on firing of CIA officers assigned to DEI programs | National Law Journal ...

EU Omnibus I Simplification Advances

By Randi Morrison posted 12-10-2025

Yesterday, the European Council and the Parliament’s Legal Affairs Committee agreed on terms to simplify the CSRD and CS3D that include, among other things, reduced applicability (CSRD: companies with more than 1,000 employees and annual turnover higher than >€450 million | CS3D: companies with more than 5,000 employees and annual turnover higher than over >€1.5 billion); risk-based due diligence; ...

CARB Posts Initial Regulation; Announces Public Hearing

By Randi Morrison posted 12-10-2025

Yesterday, CARB announced a public hearing for February 26, 2026, to consider the proposed Climate Data and Financial Risk Reporting Fee Regulation . The proposed regulation is accompanied by this Staff Report . CARB anticipates that the Notice of Public Hearing will be formally published on December 26, which will launch a 45-day public comment period that will end on February 9, 2026. Reportedly ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-10-2025

Corporate Governance: In the News - Articles of Interest (articles published December 9 – December 10, 2025 ) CARB releases draft text of regulations for California climate disclosures (SB-253 & SB-261) | ESG Dive DEI-linked Intel officers urge court to uphold halt on firings | Bloomberg Law More legal departments hiring chiefs of staff to relentlessly focus on strategy ...

Shareholder Proposal Playbook

By Randi Morrison posted 12-09-2025

Valuable for new and seasoned governance professionals alike notwithstanding the SEC staff’s policy shift on no-action letters, “ The Shareholder Proposal Guide: A Playbook for CHROs and Total Rewards Leaders ” from the CHRO Association offers a structured, analytical, and thoughtful approach to shareholder proposal intake and response both on a one-off basis and holistically in the context of the ...

Partnering with the Board

By Randi Morrison posted 12-09-2025

The Society and Spencer Stuart are pleased to share the Key Takeaways from our recent, well-attended virtual roundtable: “Elevating Your Partnership with the Board for Greater Strategic Impact.” This program, which was informed by fresh member benchmarking data , explored how corporate secretaries and their teams, who are increasingly positioned to serve as strategic partners to their boards, can ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-09-2025

Corporate Governance: In the News - Articles of Interest (articles published December 4 – December 9, 2025 ) European Parliament and Council reach agreement to simplify scope of CSRD & CSDDD omnibus | ESG Dive EU lawmakers strike deal to cut sustainability reporting & due diligence laws | ESG Today Trump pledges order addressing patchwork of state AI laws | CFO ...

AI Meeting Tools: Risks and Risk Mitigation

By Randi Morrison posted 12-08-2025

Aimed at corporate secretaries, GCs and other in-house counsel, compliance personnel, and other in-house practitioners, “ When every word is recorded: AI meeting tools and the new governance risks ” from White & Case succinctly and effectively outlines the chief governance and legal risks associated with the use of AI tools in the boardroom and other meetings and suggests sound action items to ...

Benchmarking: R3000 & S&P 500 Board & Governance Practices

By Randi Morrison posted 12-08-2025

A new data-rich report: “ Board Practices and Composition in the Russell 3000 and S&P 500: 2025 Edition ” from The Conference Board and Esgauge, in collaboration with KPMG, Russell Reynolds Associates, and the Weinberg Center for Corporate Governance, benchmarks board size; director independence; board committee structure; board leadership structure; director expertise, skills, and qualifications; ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-08-2025

Corporate Governance: In the News - Articles of Interest (articles published December 5 – December 8, 2025 ) Trump says he’ll sign executive order curbing state AI rules | Bloomberg Law AT&T drops DEI, gets $1B acquisition of UScellular greenlit by FCC | ESG Dive Scoop: How New York’s comptroller could shake up ESG oversight | Washington Reporter New York ...

Quiet Period Primer

By Randi Morrison posted 12-07-2025

In this instructive memo: “ Quarterly Quiet Periods: Myths versus Risk Mitigation ,” Woodruff Sawyer explains now-commonplace voluntarily adopted quarterly quiet periods, the multiple risks they are designed to and indirectly mitigate, components of a quiet period policy, and ways in which companies memorialize and communicate these policies. The post includes illustrative messaging / disclosure and ...

Society Members Speak! Board Oversight of Geopolitical Risk

By Randi Morrison posted 12-07-2025

Society public and private company members across sizes and industries responding to the most recent Society / Deloitte Board Practices Quarterly survey: “ Oversight of Geopolitical Risk ” provided insights on the primary geopolitical risks companies are focused on, management responsibility, how the risks are included on board agendas and allocated across board committees, and ways in which companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-07-2025

Corporate Governance: In the News - Articles of Interest (articles published December 3 –December 7, 2025 ) ESG topics may be most relevant where least reported, study finds | Yahoo Finance When Your CEO Is Semi-Retired but Meddling Full-Time | Harvard Business Review Bringing Back Smaller IPOs | Free Writings (Mayer Brown) State Street still using DEI to curry ...

AI in the Boardroom 101

By Randi Morrison posted 12-04-2025

A highly recommended read for directors, corporate secretaries, and other corporate governance professionals, PwC’s “ Using AI in the boardroom—new opportunities and challenges ” discusses how directors are using and can use GenAI to support their board oversight responsibilities; risks posed by the use of AI by directors/boards in conjunction with their board work; and governance processes and practices ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-04-2025

Corporate Governance: In the News - Articles of Interest (articles published December 1 –December 4, 2025 ) Voting in line with proxy advice could trigger stricter reporting for investors, says SEC’s Uyeda | Responsible Investor EU Advances Simplified Sustainability Reporting as EFRAG Submits Revised ESRS to Commission | ESG News EFRAG Releases Simplified European Sustainability ...

Glass Lewis Posts Proxy Voting Guidelines for 2026 Meetings

By Randi Morrison posted 12-04-2025

Hot off the press! Glass Lewis published its 2026 Benchmark Proxy Voting Policy Guidelines for the US and other major markets . See the summary of changes and clarifying amendments on pages 7 and 8, respectively. The 2026 Benchmark Proxy Voting Policy Guidelines will apply to shareholder meetings held after January 1, 2026. T he Society submitted a comment letter in response to Glass ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-02-2025

Corporate Governance: In the News - Articles of Interest (articles published November 26 –December 2, 2025 ) CARB issues enforcement advisory on SB-261 following appeals court decision | ESG Dive Lander urges NYC pension funds to drop BlackRock, Fidelity and PanAgora over weak climate stewardship | ESG News ISSB publishes assessment on need for human-capital standard ...

CARB Opens Public Docket for Voluntary SB 261 Reporting

By Randi Morrison posted 12-01-2025

As previously announced , CARB opened the public docket today for SB 261 climate-related financial risk reporting; however, reporting is voluntary pending the lifting of the injunction and appeals process, as set forth in this Enforcement Advisory . Access additional resources on our Climate page > Memos > Regulatory.

ISSB Forges Ahead on Nature Standard-Setting

By Randi Morrison posted 12-01-2025

The ISSB affirmed its decision to proceed with standard-setting on nature-related disclosure, prompting the TNFD to announce its completion of technical work in progress, including the development of additional sector guidance, by Q3 2026, and likely dissolution as a standalone standard-setter in 2027 as the ISSB assumes this responsibility. The ISSB’s current consultation on the SASB Standards ...

How Influential Are ISS & Glass Lewis Voting Recommendations?

By Randi Morrison posted 12-01-2025

Among other tidbits, Jasper Street’s always-insightful Monthly Insights includes a table showing how often the Big Three’s and other select large institutional investors’ proxy votes align with ISS’s and Glass Lewis’s adverse recommendations (i.e., recommendations to vote contrary to the board’s voting recommendations) on director elections, say-on-pay, and environmental and social (E&S) shareholder ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 12-01-2025

Corporate Governance: In the News - Articles of Interest (article s published November 25 - November 30, 2025 ) Norway wealth fund to vote for human-rights report at Microsoft AGM — CNBC Re-evaluating board composition | International Banker HP cites AI push, slashes 6,000 jobs by 2028 | CFO Dive DEI changes benefit the workplace — Opinion | The Wall Street Journal ...

The AI-Powered Boardroom: Key Takeaways and Next Steps

By Randi Morrison posted 11-30-2025

“ The AI-powered boardroom ” from Governance Intelligence (sponsored by Diligent) provides data on the current state of play on the use of AI by directors and governance professionals with reference to recent surveys and workshops and offers sound suggestions for responsible implementation and use with due regard for good governance considerations. Implementation checklist Informed by ...

Board Cybersecurity Oversight

By Randi Morrison posted 11-30-2025

Among other tangible action items suggested in PwC’s “ The board’s role in overseeing cybersecurity ” is management’s regular reporting to the board, fostered by an annual cyber calendar (consistent with the annual board and committee calendars corporate secretaries typically develop to organize other required activities) (p13) and inclusive of a cyber dashboard or scorecard (illustrated here on ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-30-2025

Corporate Governance: In the News - Articles of Interest (articles published November 25 - 28, 2025 ) 2026 proxy season: what’s about change — and why it matters | Governance Intelligence EFRAG tables last-minute “reliefs”, chooses ISSB alignment on financial effects | Responsible Investor Climate politics: BlackRock hits back at NYC Comptroller | Top1000Funds ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-25-2025

Corporate Governance: In the News - Articles of Interest (articles published November 20- 25, 2025 ) Microsoft Ditches Publishing Traditional Diversity and Inclusion Report | ESG Dive Making the Shift From the C-Suite to the Boardroom | CFO.com Law Firms Ponder Lobbying DOJ, White House to Get Deals Through | Bloomberg Law The Modern Board: Corporate Governance ...

ISS Releases 2026 Voting Policies

By Randi Morrison posted 11-25-2025

ISS released today an Executive Summary of its 2026 global proxy voting guidelines updates and policy development process and its Americas (and other regions) Proxy Voting Guidelines Benchmark Policy Changes for 2026 . See ISS's release and stay tuned for analysis and commentary.

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-23-2025

Corporate Governance: In the News - Articles of Interest (articles published November 19- 21, 2025 ) Why CEO Turnover Is Rising in 2025 | Harvard Business Review FASB Finds Lease Standard Was Costlier Than Expected | Accounting Today SEC’s Restraint on Shareholder Proposals to Stoke State Competition | Bloomberg Law SEC Enforcement Actions Slump 30% in Fiscal ...

Director Engagement Disclosure

By Randi Morrison posted 11-20-2025

In this post: “ How ‘Beyond the Boardroom’ Disclosure Has Changed Over the Years ,” Transparent Disclosure notes the evolution of proxy disclosures regarding director engagement and participation outside the regular meeting schedule with reference to some great examples from Portillo’s 2025 Proxy Statement (p30 and see below) and Walgreens Boots Alliance’s 2024 proxy statement (p7). See numerous ...

Shareholder Engagement & Activism Response: Here’s How

By Randi Morrison posted 11-20-2025

Particularly instructive for those governance professionals newer to the role or newly involved in the company’s shareholder engagement efforts, or seasoned professionals seeking to better navigate the increasingly dynamic engagement environment, Wilson Sonsini’s “ Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices ” addresses in a reader-friendly fashion the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-20-2025

Corporate Governance: In the News - Articles of Interest (articles published November 18- 20, 2025 ) Companies Struggle With DEI, Pay Equity, and Barrier Analysis | ESG Dive Europe Unveils Major Overhaul of ESG Rules for Asset Managers | Bloomberg ESG Momentum Is Slowing Overall, Study Finds | Fin News SEC’s Post-Shutdown Filing Backlog Risks Stalling U.S. IPOs ...

Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies (additional memos)

By Randi Morrison posted 11-20-2025

Further to yesterday's post (copied and pasted below), additional memos are here: Hogan Lovells | Sullivan & Cromwell | Wilson Sonsini These and additional memos will be posted on our Climate Risk & Disclosure page under Memos (Regulatory). Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies Reply to Group ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-19-2025

Corporate Governance: In the News - Articles of Interest (articles published November 18- 19, 2025 ) U.S. Court Pauses Implementation of California Climate Reporting Law | ESG Today Court Pauses California Climate Disclosure Law Pending Appeal | Associated Press Everyone Calm Down? Hopes Rise as SEC Tries Balancing Act on Proxies | Reuters Shareholder Advocates ...

SEC publishes first 14a-8 no-action response under new “reasonable basis” framework

By Randi Morrison posted 11-19-2025

Courtesy of Proxy Analytics Co-Founder, Steve Pantina: I am writing with a follow up from the client alert we issued Monday regarding the SEC’s announcement on Rule 14a-8 no-action requests for the 2025–2026 proxy season. Earlier today, the SEC posted the first no-action response applying the new “reasonable basis” framework, and we wanted to share a brief update. The new response ...

Enforcement of California SB 261 Preliminarily Enjoined: Implications for Companies

By Randi Morrison posted 11-19-2025

Further to the note in today's Society Alert regarding the Ninth Circuit's preliminary injunction of the enforcement of California's SB 261 (as amended by SB 219 ) (climate-related financial risk reporting) that was published during CARB's third virtual public workshop yesterday (which the Society attended), see these memos from Ropes & Gray and Simpson Thacher with additional detail ...

Proxy Statements: Board Leadership Speaks

By Randi Morrison posted 11-18-2025

In this post: “ Proxy Disclosure: The Importance of Hearing It Straight From the Board ,” Transparent Disclosure’s Broc Romanek leverages insights from a July 2025 interview with T. Rowe Price Donna Anderson regarding the desirability of “setting the stage” at the outset of the proxy statement with a board leadership letter or remarks, The post includes a recent example from GE Aerospace (p1) and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-18-2025

Corporate Governance: In the News - Articles of Interest (article s published November 17- 18, 2025 ) Ninth Circuit Court Halts Implementation of California Climate Law SB-261 | ESG Dive California Climate-Disclosure Law Paused by Ninth Circuit | Bloomberg Law Wall Street Regulator Drops Emphasis on Crypto in 2026 Exams | Reuters SEC to Enable Companies to Block ...

CARB Continues to Dribble Out Proposed Climate Disclosure Regulations

By Randi Morrison posted 11-18-2025

Further to last week’s report , yesterday, CARB is holding today its third virtual public workshop on SB 253 (GHG emissions) and SB 261, as amended by SB 219, with reference to these workshop slides . Among the key takeaways from the slides: · The initial regulation will establish a first year only reporting deadline for SB 253 , which is now proposed to be August ...

Cybersecurity & AI Disclosure Practices & Trends

By Randi Morrison posted 11-17-2025

Tapping into a topic of great interest to companies, investors, and regulators, EY's annual review of 80 Fortune 100 proxy statement and Form 10-K voluntary disclosures (filings through July 31, 2025) on board cybersecurity and AI oversight reveals these and other noteworthy findings for 2025: Artificial Intelligence Board Oversight 44% of companies (compared to 26% in 2024) included ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-17-2025

Corporate Governance: In the News - Articles of Interest (articles p ublished November 13- 17, 2025 ) SEC to Sit Out No-Action Requests for 2025–26 Proxy Season Citing State Jurisdiction Theory | ESG Dive SEC Chair to Target Proxy Firms and Passive Investors to Address “Weaponization” of Shareholder Proposals | ESG Today SEC to Review Shareholder Proposal Rules at ...

SEC Corp Fin Largely Withdraws from 14a-8 No Action Review Process

By Randi Morrison posted 11-17-2025

This morning, the SEC's Division of Corporation Finance released this monumental " Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season " noting its substantive withdrawal from the Rule 14a-8 no-action process except for requests to exclude proposals under Rule 14a-8(i)(1). Please see the following Client Alert regarding ...

Evolving Your Engagement Program for Retail Investors

By Randi Morrison posted 11-16-2025

“ THE PASS-THROUGH REVOLUTION: Retail Shareholders Take Center Stage ” from Gladstone Place Partners recounts recent developments, including the expansion of institutional investor voting choice (aka, pass-through voting) programs and the SEC’s greenlighting of Exxon Mobil’s retail voting program, that are elevating the importance of retail investors to companies’ shareholder communications and engagement ...

Executive Perk Disclosure Trends

By Randi Morrison posted 11-16-2025

FW Cook’s inaugural “ 2025 Executive Perquisites Report ” reveals S&P 100 CEO and other NEO perk practices and trends from 2021 – 2024 based on proxy statement disclosures by perk category, inclusive of personal use of corporate aircraft and personal security , as well as a vast array of other perks. Access additional resources on our Executive Compensation page . ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-16-2025

Corporate Governance: In the News - Articles of Interest (articles published November 12 - 15, 2025 ) Shareholder Influence on Executive Compensation | The Regulatory Review Banks Face Tough Questions on Politicized Debanking | Bank Director EU Parliament Votes to Cut ESG Rules After U.S. Pressure | Politico Pro Walmart CEO Doug McMillon to Retire, John Furner ...

Elevating the Corporate Secretary-Board Strategic Partnership

By Randi Morrison posted 11-13-2025

Society members across types and sizes responding to a recent benchmarking survey provided insights on their current challenges in working with the board and opportunities to enhance strategic impact and board effectiveness. These insights helped inform a virtual roundtable on this topic and provide Society members with valuable benchmarking information. Among the key takeaways: ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-13-2025

Corporate Governance: In the News - Articles of Interest (articles published November 11 - 13, 2025 ) EU Omnibus: Parliament Axes Climate Transition Plan Requirements in Seismic Vote | Responsible Investor ISSB Should Add Nature Disclosures to Existing Standards, Investors Say | Responsible Investor SEC Has Path to Expedite Shareholder Refereeing as Shutdown Ends ...

Corp Fin Publishes Post-Shutdown Guidance on Registration Statements

By Randi Morrison posted 11-13-2025

The SEC's Division of Corporation Finance posted the following post-government shutdown guidance today in a Q&A format. During the government shutdown, issuers filed over 900 registration statements. Division staff is working expeditiously to clear the backlog of filings. In an effort to provide transparency to issuers with pending filings, Division staff is providing the following Questions ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-12-2025

Corporate Governance: In the News - Articles of Interest (articles published November 10 - 12, 2025) Proxy Advisers ISS and Glass Lewis Are Facing Antitrust Probes | Wall Street Journal Delaware Court Weighs Paramount Bid to Rein In Investor Scrutiny | Bloomberg Law TNFD to Pause New Work After ISSB Takes Over Nature Reporting Standard Setting | ESG Today Are America’s ...

Director Education Programs

By Randi Morrison posted 11-11-2025

Gibson Dunn and Cooley released updated listings of director education programs here and here , respectively. The regularly updated resources include programs for all types of companies and ranging from single topic, one-day (or shorter) events to comprehensive multi-day programs. See also the most current Society and Woodruff Sawyer compilations of director education program opportunities, ...

TNFD Releases Inaugural Status Report

By Randi Morrison posted 11-11-2025

The TNFD released its inaugural report on nature-related disclosure practices. Given its infancy, the report discourages overreliance on the data (which was gathered from multiple sources, including a June/July 2025 survey) for purposes of understanding the quality of nature-related assessment and reporting, instead emphasizing the evidentiary value of assessment and disclosure practices. According ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-11-2025

Corporate Governance: In the News - Articles of Interest (articles published November 7 - 11, 2025) EU Omnibus: Last-Minute Push for New Compromise Ahead of Crunch Vote | Responsible Investor Supreme Court Declines Republican State Lawsuit Against Democrat-Led States’ Climate Litigation | ESG Dive What to Expect When the Government Reopens: Key Considerations for ...

Director Requests for Information: Governance Considerations

By Randi Morrison posted 11-10-2025

“ Director Data Requests – The Line Between Oversight and Management ” from Sullivan & Cromwell addresses what management can reasonably expect from the board in the way of requests for data and other information to facilitate their oversight responsibilities, and how to manage requests that may appear to overstep the line between board oversight and management responsibilities. The memo discusses ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-10-2025

C orporate Governanc e: In the News - Articles of Interest (articles published October 27 – December 10, 2025) Leading Sustainable Investing and Faith-Based Organizations Sue to Block Wide Enforcement of Texas Law That Restricts Shareholder Advocacy, Free Speech | Interfaith Center on Corporate Responsibility (ICCR) EU Simplification Will Not Impact Investor Access to ESG ...

Audit Committee Auditor Evaluation Kit Includes Templates

By Randi Morrison posted 11-10-2025

The CAQ released an updated " External Auditor Assessment Tool " aimed at assisting audit committees in conducting an effective evaluation of the company's external auditor. The user-friendly resource includes sample questions to assist audit committees in these specific areas relevant to the evaluation: Quality of services and sufficiency of resources provided by the audit firm and the engagement ...

Proxy Design & Disclosure Tips & Examples

By Randi Morrison posted 11-09-2025

Aimed at helping companies enhance the clarity, presentation, appeal, and storytelling power of their proxy statements, Broadridge’s 2026 Proxy Design Handbook explores current trends in proxy design, offering practical strategies and examples from leading companies. The instructive resource illustrates design techniques and disclosure practices with links to full proxy statements and related materials. ...

Insider Trading Policy Practices

By Randi Morrison posted 11-09-2025

Gibson Dunn’s review of the S&P 100 insider trading policies filed over the past year pursuant to the newish SEC rule revealed the following practice trends (based on express disclosure): Policy scope 96% of policies apply to directors, officers, and all employees of companies and their subsidiaries and, in some cases, certain affiliates, and their family members. 80% apply ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-09-2025

Corporate Governance: In the News - Articles of Interest (articles published November 6 - 7, 2025) AI Is Coming for Performance Reviews | Wall Street Journal Dine Brands’ Corporate Governance Crisis Is Getting Worse | Forbes Campus DEI Persists Even in Texas | Wall Street Journal Tesla: How Do You Get Support for a $1 Trillion Pay Package? Give Shareholders ...

CEO & Director Pay Oversight Responsibility & Approval Practices

By Randi Morrison posted 11-06-2025

Addressing a question that arises periodically among our membership, “ The Board’s Role in CEO and Director Compensation: Examining Leading Practices and Trade-offs ” from Compensation Advisory Partners shares helpful benchmarking data and associated commentary on companies’ CEO and director pay oversight and approval practices based on a review of disclosures made by the 110 largest S&P 500 companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-06-2025

Corporate Governance: In the News - Articles of Interest (articles published November 3 - 6, 2025) Elon Musk’s Tesla Pay Package Faces Pushback From Pension Funds | Pensions & Investments EU Signals Flexibility on ESG Rules After Threats From Qatar, US | Financial Post Can AI Boards Outperform Human Ones? | Harvard Business Review What CEOs Really Want From ...

CARB to Hold 3rd Virtual Public Workshop on Climate Disclosure Legislation

By Randi Morrison posted 11-06-2025

Today, CARB announced a third virtual public workshop on SB 253 and SB 261 (Health & Safety Code (HSC) §§ 38532 and 38533, respectively) to be held Tuesday, November 18 from 9:30 am – 12:30 pm Pacific Time to, among other things: Discuss the preliminary list of covered/reporting entities published on September 24, 2025, and efforts to refine the list to inform development of the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-05-2025

Corporate Governance: In the News - Articles of Interest (articles published November 4 - 5, 2025) Tesla Board to Shareholders: Pay Musk—or Else | Reuters Florida State Board of Administration Backs Tesla Shareholders on Musk Compensation | Pensions & Investments Zurich Joins Insurer Exodus From SBTi Net Zero Certification Process | Responsible Investor ...

Proxy Voting Statistics & Trends

By Randi Morrison posted 11-04-2025

Among the many noteworthy statistics and trends highlighted in Broadridge’s ProxyPulse report based on the firm’s analysis of annual meetings held January 1 – June 30 (H1) for each of the past five proxy seasons are these noteworthy and infrequently reported stats: Institutional and retail ownership have held relatively steady, although institutional investor ownership increased to a 5-year ...

S&P 500 AI-Related Risk Factor Disclosure

By Randi Morrison posted 11-04-2025

According to research conducted by The Conference Board, based on data from Esgauge, reputational risks (predominantly implementation and adoption risk and risks associated with consumer-facing AI) topped, by a wide margin, cyber, legal / regulatory, and other AI-related risks disclosed by S&P 500 companies in the Risk Factors section of their 2023 – 2025 Form 10-K filings. The instructive report ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-04-2025

Corporate Governance: In the News - Articles of Interest Delaware Justices Gear Up Review of New Corporate Law Overhaul | Bloomberg Law | November 4, 2025 Major Tesla Investor Rejects Elon Musk’s $1 Trillion Pay Deal | Wall Street Journal | November 4, 2025 Norway Wealth Fund to Vote Against Elon Musk’s $1 Trillion Tesla Pay Plan | Pensions & Investments | November 4, ...

Sustainability & Human Capital Disclosures Evolve

By Randi Morrison posted 11-03-2025

Further to its previous article: “ Five Sustainability and Human Capital Disclosure Trends ,” which we reported on here , DiversIQ released a full report detailing its analysis of proxy disclosures across all sustainability-related disclosures covering workforce representation, employee development, pay equity, and the board of directors. Among other newly revealed findings, 74% of the S&P ...

Private Companies: Directors Speak!

By Randi Morrison posted 11-03-2025

KPMG’s report: “ 2025 Private Company Board Survey Insights ” reveals benchmarking data on numerous private company governance practices based on a recent survey of 274 US private company directors across industries, sizes, and ownership structures (predominantly family-owned (27%), private equity (22%), and founder/entrepreneur (21%)). Coverage, which is helpfully reported out in the Appendix by respondent ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-03-2025

Corporate Governance: In the News - Articles of Interest US Business Groups Send Letter Slamming ‘Egregious’ EU ESG Rule | Politico Pro/E&E News | November 3, 2025 PCAOB Board Member Christina Ho Says Leadership Change Has Sparked Tech Progress | CFO.com | November 3, 2025 Layoffs Are Rising—But the Labor Market Still Isn’t Cracking | Wall Street Journal | November 3, ...

Board Technology Oversight Practices & Guidance

By Randi Morrison posted 11-02-2025

EY’s “ How boards can enhance technology oversight to unlock potential ” includes informative benchmarking data and insights on board technology oversight based on the firm’s review of S&P 500 technology committee charters and proxy statements and insights from the firm’s discussions with Fortune 500 directors and tech executives. As to board oversight structure specifically: Standalone ...

Audit Committee Chairs Speak on AI

By Randi Morrison posted 11-02-2025

Large public company audit committee chairs shared their views and practices on the implementation and use of AI in the business and board / committee involvement and oversight, which are nicely summarized in this new Tapestry Networks / EY report: “ Artificial intelligence and the board: what audit committees need to know .” Among the many key takeaways: Apply the use of AI strategically ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 11-02-2025

Corporate Governance: In the News - Articles of Interest Designing and Implementing Executive Compensation Clawbacks | Reuters Practical Law The Journal | November 1, 2025 Board Oversight of AI Risk Through an Ethical Lens | Reuters Practical Law The Journal | November 1, 2025 PCAOB Board Member Christina Ho Says Leadership Change Has Sparked Tech Progress | CFO.com | October ...

Activism Response Considerations

By Randi Morrison posted 10-30-2025

“ When Should Boards Fight (and Not Settle)? ” from Vinson & Elkins discusses the ongoing trend toward companies settling with activists in lieu of engaging in proxy contests, with settlements among the S&P 500 historically associated with such companies underperforming the market by ~10% in the three years following the settlement. The memo discusses the risks and other considerations associated ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-30-2025

Corporate Governance: In the News - Articles of Interest Co-CEOs Need Regular Feedback—and a Process for Getting It | Harvard Business Review | October 30, 2025 NZAM drops 2050 goals for signatories, aims to relaunch in January 2026 after pause | ESG Dive | October 30, 2025 ISSB Says ‘Passporting’ Provisions Needed for Global Acceptance of Sustainability Reporting Across Jurisdictions ...

ISS Hosts Brief Policy Benchmark Comment Period

By Randi Morrison posted 10-30-2025

Today ISS launched a brief comment period (through November 11) on proposed changes to its benchmark policy for the 2026 proxy season. The proposed substantive changes impacting the US encompass the following: United States · Capital structures – unequal voting rights — Capital structures with unequal voting rights to be considered problematic regardless ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-29-2025

Corporate Governance: In the News - Articles of Interest Ransomware Attacks Jumped 28% in September | CFO Dive | October 29, 2025 Designing Business Disputes: How Shall We Fight? | New York Law Journal | October 28, 2025 Activist Investor HoldCo Targets America’s Underperforming Banks | CNBC | October 28, 2025 What Boards Need to Know About Agentic AI | Corporate Compliance ...

ISS Releases Governance QualityScore Updates

By Randi Morrison posted 10-29-2025

ISS announced today updates to its Governance QualityScore inclusive of: · Board oversight in the implementation and use of AI within companies · Auditor rotation, gender diversity in the European Union, and vesting periods for variable pay plans · Expansion of certain governance and compensation factors to Australasia and the Nordic ...

2025 Proxy Season Review

By Randi Morrison posted 10-28-2025

Georgeson’s recap of the 2025 proxy season includes a plethora of informative and instructive data on Russell 3000 shareholder proposals for annual meetings held July 1, 2024 - June 30, 2025, with comparisons to the prior two proxy seasons. Among the key takeaways: Of the 840 identified shareholder proposals submitted, 42% were governance-related, 27% were social-related, 16% were environmental-related, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-28-2025

Corporate Governance: In the News - Articles of Interest Bill Gates Calls Out ‘Doomsday’ View of Climate Change in Memo | Bloomberg | October 28, 2025 Deluge of New Data Sources Ratcheting Up Risks for Legal Departments | Law.com/Corporate Counsel | October 28, 2025 Assessing the Impact of the DOJ’s Monitorship Policy Six Months In | Compliance Week | October 28, 2025 ...

Form 8-K Director Resignation Triggers

By Randi Morrison posted 10-27-2025

In this instructive post: “ SEC Staff Comments on Director Resignation Form 8-K Timeliness in Connection With Registration Statement Review ,” Barnes & Thornburg leverages a recent SEC comment letter exchange regarding the timeliness of an Item 5.02(b) Form 8-K in conjunction with Form S-3 registration statement eligibility to remind issuers of the Form 8-K timing obligations associated with director ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-27-2025

Corporate Governance: In the News - Articles of Interest Exxon Sues California to Stop New Climate Reporting Laws | ESG Today | October 27, 2025 Exxon Mobil Sues California Over Looming Climate-Disclosure Rules | Wall Street Journal | October 27, 2025 Exxon Sues California Over Climate Disclosure Laws | Responsible Investor | October 27, 2025 UnitedHealth Investors ...

Shareholder Activism: What to Expect in 2026

By Randi Morrison posted 10-26-2025

Wachtell Lipton’s “ Shareholder Activism: Ten Trends for 2026 ” addresses how recent developments and trends such as the SEC’s recent 13G guidance, ExxonMobil’s retail proxy voting program, the rise in prevalence of “withhold” campaigns, the push to eliminate quarterly reporting, and the mainstream use of AI, are likely to impact shareholder activism, and suggests ways in which companies can proactively ...

Sustainability Report Benchmarking

By Randi Morrison posted 10-26-2025

Teneo’s review of 250 of the S&P 500 sustainability reports published January 1 through July 30, 2025, revealed noteworthy insights, statistics, and trends, including: Communications-related Average page count has fallen to 2021 levels at 70 pages from 83 pages in 2024; 82 in 2023; and 77 in 2022. Use of press releases to announce report publication has declined to 36% of companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-26-2025

Corporate Governance: In the News - Articles of Interest The Narrowing Channels of Shareholder Communication | Directors & Boards | October 24, 2025 The week in GRC: Elon Musk calls ISS and Glass Lewis ‘corporate terrorists’ over $1trn pay package | Governance Intelligence | October 24, 2025 Sustainability across supply chains a priority for companies: MIT | ESG Dive | ...

PwC's Annual Survey: Directors Speak!

By Randi Morrison posted 10-23-2025

PwC's " 2025 Annual Corporate Directors Survey " (PwC’s key takeaways online here ) of more than 600 public company directors across industries reveals how board practices are evolving in response to changes in the macro environment and societal pressures in the context of efforts to remain focused on core oversight responsibilities. Noteworthy findings include: Peer perceptions —Over half (55%) ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-23-2025

Corporate Governance: In the News - Articles of Interest Judges Called Out for Nonfactual Rulings Admit to Use of AI | Bloomberg Law | October 23, 2025 Citigroup CEO Jane Fraser Named Chair, Gets $25 Million Stock Award | Wall Street Journal | October 23, 2025 FASB Reckons With Higher Expected Lease Accounting Costs | CFO Dive | October 22, 2025 Annual Training Often ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-22-2025

Corporate Governance: In the News - Articles of Interest Sanctions compliance: What every board and senior executive needs to know | Financier Worldwide | October 22, 2025 SEC Chief Fast-Tracks Agenda, Averting Slog Through Rule Changes | Bloomberg Law | October 22, 2025 Lawmakers vote to delay final negotiations on sustainability omnibus | Responsible Investor | October 22, ...

Shareholder Proposal No-Action Requests: 2025 Proxy Season

By Randi Morrison posted 10-21-2025

Morrison & Foerster’s “ A Season of Change: Shareholder Proposals During the 2025 Proxy Season ” dissects Rule 14a-8 no-action letter dispositions in the 2025 proxy season within and outside of the context of SLB 14M; identifies apparent policy shifts based on multi-year trends; and notes areas of ongoing confusion and inconsistency in staff no-action determinations. The piece, which finds that ...

Scope 3 GHG Emissions Disclosure Practices

By Randi Morrison posted 10-21-2025

ISS reported on Scope 3 GHG emissions disclosure trends as of August 13, 2025. Overall prevalence —29% of the 8,231 publicly traded companies in ISS’s global coverage and 48% of such companies with market caps ≥$10 billion (“large-caps”) report Scope 3 emissions. Overall prevalence by sector —Similar to the overall prevalence trends, the prevalence of Scope 3 disclosure by sector varies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-21-2025

Corporate Governance: In the News - Articles of Interest Glass Lewis to End Uniform Proxy Voting Recommendations as ESG Preferences Diverge in EU and U.S. | ESG Today | October 21, 2025 Fortune 100 firms expand disclosures on AI and cybersecurity risk | CFO Dive | October 21, 2025 Companies Prepare for California Climate Reporting, but Final Rules Are Yet to Come | Wall Street ...

Director Renomination Disclosures

By Randi Morrison posted 10-20-2025

In this post: “ How Re-Nomination Process Disclosures Have Changed Over the Years ,” Transparent Disclosure notes how companies have responded to public perceptions that directorships are automatic or effectively lifetime appointments with more robust proxy disclosure about renomination considerations and the renomination process. The post includes instructive examples ( JP Morgan Chase (p20); Goldman ...

FTC Remains Focused on Interlocking Directorates

By Randi Morrison posted 10-20-2025

In this memo: “ U.S. Antitrust Agencies Continue to Focus on Interlocking Directorates ,” Paul Weiss summarizes the FTC’s recent resolution of an enforcement action relating to Section 8 of the Clayton Act that serves as a good reminder to companies to regularly review their directors’ other directorships for potential competitive overlap. See “ FTC Carries On Biden Administration Crackdown ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-20-2025

Corporate Governance: In the News - Articles of Interest Federal banking regulators withdraw guidance on climate risk management | ESG Dive | October 20, 2025 Activist Jana Takes Stake in Cooper, a Maker of Medical Devices | Wall Street Journal | October 20, 2025 A new era of sustainability reporting: Global shifts, practical lessons and strategic opportunities | Governance ...

Key Takeaways: Shareholder Engagement: State of Play

By Randi Morrison posted 10-19-2025

The Society and Kirkland & Ellis are pleased to share the Key Takeaways from our recent, well-attended hybrid panel discussion: Shareholder Engagement: State of Play . On the heels of game-changing SEC staff guidance issued in February, this program, which was informed by fresh member benchmarking data , shared information and insights from the issuer, institutional investor, and shareholder ...

Board & Committee Leadership Attributes & Action Items

By Randi Morrison posted 10-19-2025

Based on their collective experience, “ Effective board leadership ” from PwC and Stanford identifies eight attributes associated with outstanding board leadership and provides examples of how each of these attributes manifest (or don’t manifest) in practice. The report includes data that leverages, among other resources, PwC’s Annual Corporate Directors Survey and a recent Society survey on board ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-19-2025

Corporate Governance: In the News - Articles of Interest Proxy Adviser ISS Urges Tesla Holders to Reject Musk $1 Trillion Pay Package | Wall Street Journal | October 17, 2025 Invite to an Anti-DEI Activist Prompts HR Pros to Pull Out of Industry Event | Wall Street Journal | October 17, 2025 5 ESG Trends That Will Shape Business in 2026 | Forbes | October 17, 2025 Nasdaq: ...

Greenhouse Gas Protocol: Scope 2 Consultation

By Randi Morrison posted 10-16-2025

The Greenhouse Gas Protocol released the first in a series of planned communications regarding the substance of its forthcoming public consultation on revisions to the Scope 2 guidance . For contextual purposes, note that California’s SB 253 (as well as other voluntary and mandatory climate disclosure standards/frameworks and presumably other state laws in the future) requires emissions reporting ...

S&P 500 Board Practices Benchmarking

By Randi Morrison posted 10-16-2025

Among the many share-worthy takeaways from Spencer Stuart’s iconic, newly released annual S&P 500 Board Index are these: Board refreshment practices Mandatory retirement —66% of boards (down from 73% in 2015) have a mandatory retirement age policy, most commonly age 75. Term —Just 10% of boards (47 companies) have term limits. When they exist, term limits are most commonly ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-16-2025

Corporate Governance: In the News - Articles of Interest · PCAOB Proposes 20% Cut to Board Pay Amid SEC Scrutiny | Wall Street Journal | October 16, 2025 · SEC’s updated shareholder proposal rules could exclude E+S submissions: Atkins | ESG Dive | October 16, 2025 · Major EU sustainable investors lobby to repeal CSDDD | Responsible Investor ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-15-2025

Corporate Governance: In the News - Articles of Interest · EU makes more cuts to ESG compliance rules | CFO Brew | October 15, 2025 · California delays rulemaking timeline for climate regulations to 2026 | ESG Dive | October 15, 2025 · Are Your Hotline Metrics Telling the Board a Compelling Story? | Corporate Compliance Insights | October ...

Glass Lewis Elaborates on Policy Shift

By Randi Morrison posted 10-15-2025

Further to yesterday's post: Glass Lewis Plans to Eliminate Benchmark Policy in Favor of Varying Focused Perspectives , Glass Lewis elaborated on the changes it plans to make in its voting policies and associated voting recommendations: Over the next two years, Glass Lewis plans to make two significant changes to the way it applies proxy voting policies and delivers its highly-regarded ...

CARB Announces Intent to Extend Rulemaking Timeline

By Randi Morrison posted 10-14-2025

CARB posted a notice on its website today indicating as follows: “Given the large volume of public comments staff have received, and given ongoing input related to identifying the range of covered entities, CARB is proposing an updated timeline for bringing the initial rulemaking (including the fee-related provisions) to the board in Q1 2026 [emphasis added].” It is unclear from the notice ...

Glass Lewis Plans to Eliminate Benchmark Policy in Favor of Varying Focused Perspectives

By Randi Morrison posted 10-14-2025

Supported by a communication to clients today, Responsible Investor reported that Glass Lewis will be eliminating its benchmark policy offering beginning in 2027 and will instead accompany its proxy research reports with four different policy perspectives, currently dubbed “management aligned,” “governance fundamentals,” “active owner,” and “sustainability,” which its clients can use to develop ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-14-2025

Corporate Governance: In the News - Articles of Interest · Glass Lewis to ditch house policy from 2027 amid diverging investor preferences | Responsible Investor | October 14, 2025 · What the SEC’s Shutdown Means for You | Governance Beat | (undated – “Last week”) · EU policy makers back down on transition plans amid US pressure | Net Zero ...

Director Time Commitment Disclosure

By Randi Morrison posted 10-13-2025

In this post: “ How Director Time Commitment Disclosures Have Changed Over the Years ,” Transparent Disclosure notes the evolution of proxy disclosures regarding director commitments, which have expanded well beyond the historical focus on overboarding policies to encompass numerous other considerations, with reference to Bank of America’s 2025 (p7) and Cardinal Health’s 2024 (p29) proxy statements. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-13-2025

Corporate Governance: In the News - Articles of Interest · SEC Chief Asks Commission to Reconsider Rules Allowing Shareholder ESG Proposals | ESG Today | October 13, 2025 · AI Is Causing Tensions at Work. Here’s What to Do About It. | Wall Street Journal | October 11, 2025 · Board Minutes Are Not a Job for AI | Directors & Boards | October ...

CARB Posts Draft GHG Emissions Reporting Template & Topics for Feedback

By Randi Morrison posted 10-13-2025

On Friday, in advance of, and untethered from, the anticipated near-term release of a Notice of Proposed Rulemaking (NPR) that will ultimately (upon adoption) determine which companies and other entities are subject to the SB 253 (and SB 261) reporting requirements, CARB posted a draft reporting template for Scopes 1 and 2 GHG emissions that seeks an abundance of information from reporting entities, ...

CSRD | ISSB Reporting Practices

By Randi Morrison posted 10-12-2025

PwC’s report on its inaugural Global Sustainability Reporting Survey provides insights into how nearly 500 companies reporting or planning to report under the CSRD or ISSB standards are responding to the shifting sustainability reporting landscape characterized in part by the EU’s simplification efforts, the ISSB’s advance in many jurisdictions in what is, in many cases, evolving standard-setting ...

Shareholder Activism: Directors Speak!

By Randi Morrison posted 10-12-2025

Spencer Stuart’s recent director pulse survey on shareholder activism revealed a high degree of awareness and experience with activist investors and activism generally among public and private company directors. Among the key takeaways: Engagement —Of the 65% of public company directors surveyed whose boards have been approached by an activist investor, 91% engaged with the investor; 44% added ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-12-2025

Corporate Governance: In the News - Articles of Interest · Deloitte Chair Lara Abrash on burnout, boardroom resilience, and leadership in uncertain times | Fortune | October 11, 2025 · SEC Chairman Suggests Path to Eliminating Most Shareholder Proposals | Cooley | October 10, 2025 · SEC to Discourage ESG Shareholder Proposals | National Law ...

Q3 2025 Society Alert - Directors' Cut

By Randi Morrison posted 10-10-2025

We are pleased to present our Q3 2025 Society Alert - Directors' Cut for purposes of sharing with your board members and C-suite executives who regularly engage with the board. As a reminder, or for those who are new to the Society, the quarterly Directors' Cut reflects a select compilation of content from the preceding quarter's weekly Society Alerts and blogs - geared and edited with ...

Updated Shutdown FAQs re IPOs from SEC Division of Corporation Finance

By Emerald Greywoode posted 10-10-2025

On October 9, the SEC’s Division of Corporation Finance updated its guidance to provide regulatory relief to IPO companies and other companies seeking to proceed with public offerings during the shutdown. In the marked version that the Division posted, staff explained that because they are not available to review or accelerate the effectiveness of registration statements during the shutdown, they ...

Board AI Oversight Framework

By Randi Morrison posted 10-09-2025

The NACD’s 4-Pillar Framework for board AI oversight is instructive for companies of all types and sizes regardless of their current level of maturity in the use or board oversight of AI. Strategic oversight Develop shared understanding among the full board of AI’s strategic relevance and importance. Establish a cadence for AI discussions and updates. Incorporate AI as a topic ...

AI in the Boardroom

By Randi Morrison posted 10-09-2025

“ A Pulse Check On AI In The Boardroom ” reveals key takeaways from a recent Diligent Institute / Corporate Board Member poll of US public company directors about their use of AI. Strategic opportunity —AI adoption / advancement was identified as the #1 strategic opportunity in the current business environment by 64% of directors, followed by M&A and strategic partnerships at 58%, with other ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-09-2025

Corporate Governance: In the News - Articles of Interest · Progress on gender diversity in boardrooms stalls out in 2025 | CFO.com | October 9, 2025 · EU Parliament lawmakers reach deal on bigger cuts to sustainability reporting and due diligence laws | ESG Today | October 2025 · Sustainability omnibus: EU lawmakers secure centrist majority ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-08-2025

Corporate Governance: In the News - Articles of Interest · EU to Delay Sustainability Reporting Standards for Non-EU Companies | ESG Today | October 8, 2025 · Why Are Your Policies Yelling at Me? | Corporate Compliance Insights | October 8, 2025 · California Climate Disclosure Laws Tracker: SB 253, SB 261 Reporting Deadlines & Entity List ...

Director Compensation Stats & Trends

By Randi Morrison posted 10-07-2025

Compensation Advisory Partners reported that just five of the largest 100 US public companies still provide board meeting fees (the majority of which are subject to stated meeting thresholds), reflecting an ongoing steady decline of a historically common practice. Also noteworthy for this company group: At $335K, median director pay increased 3% year over year. The average pay mix was generally ...

Shareholder Proposal Disclosure: Here’s How!

By Randi Morrison posted 10-07-2025

This instructive post: “ Four Ways to Improve Your Disclosure About Shareholder Proposals ,“ (RealTransparentDisclosure) recounts ways in which companies can enhance their shareholder proposal disclosures based on an interview with T. Rowe Price Global Head of Corporate Governance Donna Anderson. Four sound suggestions are accompanied by relevant excerpts from recently filed proxy statements with links ...

BlackRock Releases Annual Voting Report

By Randi Morrison posted 10-07-2025

BlackRock's 2025 global voting spotlight , which captures its proxy voting-focused stewardship activities for the 12 months ended June 30, reveals a plethora of noteworthy statistics, case studies, and instructive commentary that should help inform companies' engagement and disclosure going forward. Key takeaways include: Of 764 total shareholder proposals voted, 67% (513 proposals) were at US companies. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-07-2025

Corporate Governance: In the News - Articles of Interest · How companies are steering IPO plans amid US government shutdown | Reuters | October 7, 2025 · The potential impact of mandatory arbitration provisions on securities claims | Reuters | October 6, 2025 · When shareholder engagement hurts more than it helps | Harvard Business Review ...

Board Materials & Presentation Tips

By Randi Morrison posted 10-06-2025

PwC’s “ Mastering boardroom communication: five essentials for executives ” offers high-level, principles-based guidance to executives supporting and interfacing with the board specifically as relates to the preparation, content, structure, and format of board/committee meeting pre-read materials and other communications; board/committee meeting “live” presentation focus, structure, and discipline; ...

Tariff-Related Securities Litigation: Risk Mitigation

By Randi Morrison posted 10-06-2025

In this client alert: “ Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny ,” Parker Poe summarizes recently filed securities class action litigation alleging a company’s failure to adequately disclose risks of tariff-related uncertainties in violation of Section 10(b) and Rule 10b-5 of the Exchange Act of 1934. The case and memo are instructive and forewarn of potential ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-06-2025

Corporate Governance: In the News - Articles of Interest · Investors split over anticipated financial effects disclosures under ESRS | Responsible Investor | October 6, 2025 · Trump SEC proposal to end quarterly earnings reports raises accounting firms’ concerns | CNBC | October 5, 2025 · Legal AI Revolution Moves Ahead at Measured Pace, Survey ...

AI (and Other) Disclosure Trends

By Randi Morrison posted 10-05-2025

In addition to providing a high-level overview of insider trading policy and equity timing disclosure trends from the most recent annual reporting (Form 10-K and proxy) season based on filings through August 18, 2025, and associated practice tips, O’Melveny’s “ Public Company Advisory Group – Summer 2025 Quarterly Newsletter ” includes an analysis of coveted AI disclosure data among 335 large-cap (>$25 ...

Activism Preparedness: Here's How

By Randi Morrison posted 10-05-2025

Wachtell Lipton's annual memo: " Dealing with Activist Hedge Funds and Other Activist Investors " offers a sobering, but realistic, checklist of action items and processes companies should consider to mitigate the potential for— or respond to—a hedge fund or other activist attack. Suggested advance preparation tactics include creating a standing internal shareholder activism management team, monitoring ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-05-2025

Corporate Governance: In the News - Articles of Interest · Capital Markets Attorneys Brace For Government Shutdown Impact | National Law Journal | October 3, 2025 · NZBA votes to cease all operations, abandon membership model | ESG Dive | October 3, 2025 · Trump allies push to shut down independent agencies during government shutdown | Politico ...

Codes of Conduct: Insights from Employees & Best Practices

By Randi Morrison posted 10-02-2025

LRN shared best practices in code of conduct design and implementation and employee feedback on the use and preferred engagement with their company code of conduct based on a worldwide survey. Survey results are reported by region with the US representing 20% of more than 2,000 survey participants across diverse industries, position levels, generations, genders, and work arrangements (in-office, ...

Shareholder Meeting Quorum & Voting Standards

By Randi Morrison posted 10-02-2025

Jones Walker’s “ Know Your Standards: The Importance of Accurate Proxy Disclosure and Application of Quorum and Voting Standards ” provides an excellent overview and tutorial on the scarcely resourced but very important topics of shareholder meeting quorum and voting standards and associated disclosure. In addition to explaining the governing criteria, standards, and terminology for director elections ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-02-2025

Corporate Governance: In the News - Articles of Interest · Boards lack AI savvy as adoption advances: PwC | CIO Dive | October 1, 2025 · Accountability Board wants Brian Cornell out as Target chair | Star Tribune | October 1, 2025 · AI Won’t Replace Paralegals, but Experts Say It’s Likely to Redefine the Role | Law.com | October 1, 2025 ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 10-01-2025

Corporate Governance: In the News - Articles of Interest · Lawmakers fail to reach agreement on sustainability Omnibus as key vote looms | Responsible Investor | October 1, 2025 · Boardroom Diversity Commitments Fade Amid Broad DEI Retreat | Bloomberg Law | October 1, 2025 · Activist investors had busiest quarter ever, launching 61 campaigns ...

SEC Operational Status

By Emerald Greywoode posted 09-30-2025

As stated on the Securities and Exchange Commission’s website , the SEC is currently preparing for a potential shutdown due to a lapse in appropriations. In the event of a shutdown, which would be in effect starting October 1, 2025, the SEC’s agency plans indicates that “the Commission will have only an extremely limited number of staff members available to respond to emergency situations.” The ...

Audit Committee Benchmarking

By Randi Morrison posted 09-30-2025

KMPG's " 2025 Audit Committee Survey Insights " reveals the results of a global survey of more than 600 audit committee members and chairs, in addition to US-specific findings based on a survey of 85 US audit committee members and chairs of predominantly (85%) publicly traded companies across industries conducted from February to May 2025. Among the key takeaways for US companies relate to the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-30-2025

Corporate Governance: In the News - Articles of Interest · SEC Receives Petition to Scrap Quarterly Financial Reporting | Bloomberg Law | September 30, 2025 · Where were the directors? Why investors want to know how boards act in a corporate scandal | Governance Intelligence | September 30, 2025 · Lisa Monaco’s Microsoft Career, Trump Investigations, ...

Shareholder Activist Campaigns Against Directors Rise in 2025

By Randi Morrison posted 09-29-2025

A quick and informative read, “ Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025 ” from Skadden Arps recounts the uptick in “vote no” or withhold campaigns against directors during the 2025 proxy season, explains the various approaches available to and tactics used by activists to launch “vote no” campaigns, and provides guidance to companies on how to reduce the likelihood of being targeted by — ...

SEC Likely to Propose Rulemaking on Semiannual Financial Reporting

By Randi Morrison posted 09-29-2025

Numerous sources reported on SEC Chair Atkins’ support of the SEC revisiting its rules regarding quarterly reporting in response to President Trump’s recent social media post . The Society (and numerous others ) submitted a comment letter on this topic in April 2019 in response to the SEC’s December 2018 Request for Comment on Earnings Releases and Quarterly Reports (we reported on here ) ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-29-2025

Corporate Governance: In the News - Articles of Interest Most Companies Say Pressure for Sustainability Reporting Increasing Despite Regulatory Pullback: PwC Survey | ESG Today | September 29, 2025 Top Wall St regulator says he will review White House call for layoff plans | Reuters | September 26, 2025 U.S. SEC staff should not worry about shutdown layoffs, union says ...

Beware: AI in the Boardroom

By Randi Morrison posted 09-28-2025

“ Do’s and Don’ts of Using AI: A Director’s Guide ” from Skadden Arps advises directors not to use AI in a manner that may result in the inadvertent disclosure of the company’s confidential information; violation of the company’s contractual obligations, internal policies, or privacy laws; loss of attorney-client privilege; or discoverability of information in litigation or a regulatory enforcement ...

Guide to Effective Proxies: Samples Galore!

By Randi Morrison posted 09-28-2025

DFIN’s annual searchable, interactive " Guide to Effective Proxies " contains numerous sample disclosures on the most commonly addressed and trending topics, including board and workforce diversity; board skills matrices; board and director evaluations; director recruitment and succession; risk, cyber, AI, and sustainability oversight; human capital management; the CD&A; proxy design tips; and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-28-2025

Corporate Governance: In the News - Articles of Interest I'm the former CEO of a $12 billion health care company and I serve on many boards. AI deserves a seat at the table | Fortune, September 27, 2025 White Men Are Making a Comeback in American Corporate Boardrooms – Bloomberg Law, September 26, 2025 SASB tweak in proposed UK sustainability standards criticised by investors - RI, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-24-2025

Corporate Governance: In the News - Articles of Interest 3 charts that show what has happened to DEI roles — and DEI pros | ESG Dive, September 24, 2025 Simplified Reporting Moves Up Agenda - Markets Media, September 23, 2025 AI Literacy Is the Next Big Compliance Challenge for Business | Corporate Compliance Insights, September 23, 2025 Supreme Court 2025 term will offer practical ...

CARB Posts Preliminary List of In-Scope Companies

By Randi Morrison posted 09-24-2025

Notwithstanding the Society’s and at least one other organization’s requests for reconsideration due to the current state of and implications on the rulemaking process, further to statements made at its August 21 virtual public workshop , CARB posted on its website today a preliminary list of companies that may be subject to SB 253 or SB 261, as amended by SB 219. Listed companies ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-23-2025

Corporate Governance: In the News - Articles of Interest EU Omnibus: Crunch time amid tense negotiations and US pressure – Responsible Investor, September 23, 2025 US businesses increase climate ambitions, even as federal government retreats - edie, September 23, 2025 How Boards Are Rewiring for Geopolitical Risk | Corporate Compliance Insights, September 22, 2025 How ...

Drilling Down on Strategic Board Refreshment

By Randi Morrison posted 09-22-2025

Premised on the notion that effective board refreshment is positively correlated with corporate resilience and performance, “ Board Monitor 2025: The quiet power of continuous board refreshment ” from Heidrick & Struggles reports on the results of a recent global survey of CEOs and board members across company types regarding their companies’ approach to board refreshment. For purposes of analyzing ...

No-Actions: State of Play

By Randi Morrison posted 09-22-2025

Cooley’s “ Proxy Season Highlights, Part Two: What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026 ” recaps no-action statistics and trends based on requests submitted from December 1, 2024 – June 30, 2025. Of 371 total requests (compared to 274 in 2024 and 203 in 2023), 56% of 355 staff determinations granted relief, with further detail shown here: The most successful bases ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-22-2025

Corporate Governance: In the News - Articles of Interest ISSB to discuss next steps for nature, TNFD use in October - RI, September 22, 2025 The Return to Office Rush Is Stalling - WSJ, September 21, 2025 ‘A race to the bottom’: SEC’s planned pullback on decades-old rules draws backlash - POLITICO, September 20, 2025 AI Risk Management Consumes 37% More Time As Governance Gaps Emerge ...

Managing Conflicting DEI Requirements & Prohibitions Globally

By Randi Morrison posted 09-21-2025

Littler’s “ A DEI Conundrum: We Employ U.S and Non-U.S. Workers. How Can We Straddle Diverging DEI Requirements? ” recaps and contrasts the US’s anti-DEI stance with the stance taken by other jurisdictions, including the EU, UK, Japan, Australia, and areas of Canada, that in many cases obligate employers to undertake DEI-related activities that may be deemed unlawful in the US or vis-à-vis US citizens ...

Board Oversight: Corporate Resilience

By Randi Morrison posted 09-21-2025

“ What drives board effectiveness amid uncertainty ” from Corporate Board Member and EY explores how directors are viewing and effecting their strategy oversight responsibilities in the context of the challenging and unstable macro environment based on a Q1 2025 survey of nearly 200 public company directors. Notably: Nearly three-quarters (73%) of directors report that because of the constant ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-21-2025

Corporate Governance: In the News - Articles of Interest SEC to propose rule change on Trump's call to end quarterly earnings reporting, says Chair Atkins - CNBC, September 19, 2025 SEC Will Move to Overhaul Investor Disclosures, Atkins Says – Bloomberg Tax, September 19, 2025 BlackRock, Vanguard scale back company talks as new guidance bites | Reuters, September 19, 2025 ESG round-up: ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-18-2025

Corporate Governance: In the News - Articles of Interest Security Execs Say Internal Mayhem Makes Cyber Attacks Worse – Bloomberg Law, September 18, 2025 Big asset managers stress fiduciary first approach in responses to US state treasurers - RI, September 18, 2025 An Evangelical’s Story Fueled Trump’s Fight Against Banks - WSJ, September 17, 2025 Inside the Room Where CEOs Say What ...

Society Files Amicus Brief in Delaware SB 21 Litigation

By Randi Morrison posted 09-18-2025

On September 12, the Society filed this amicus brief in the Rutledge v. Clearway case pending in the Supreme Court of the State of Delaware challenging SB 21, which was adopted in March 2025 in response to companies threatening to exit the state as their place of incorporation due to concerns about judicial overreach and associated uncertainties. The Society’s brief addresses and supports one ...

Use of SASB Standards in IFRS Reporting

By Randi Morrison posted 09-17-2025

The IFRS Foundation released a resource for companies on how to consider, use, and disclose the use of the industry-specific SASB standards in IFRS S1 and IFRS S2 reporting. As previously reported here , the ISSB announced its launch of a 150-day consultation (until November 30, 2025) on two exposure drafts to modify the SASB Standards. In addition to the numerous companies that voluntarily ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-17-2025

Corporate Governance: In the News - Articles of Interest Texas Launches Investigation into Glass Lewis, ISS for Supporting ESG, DEI - ESG Today , September 17, 2025 7 pieces of advice for CFOs from former PCAOB Chair Erica Williams | CFO.com , September 17, 2025 Ben & Jerry’s Co-Founder Jerry Greenfield Quits, Says Unilever ‘Silenced’ Company - WSJ , September 17, 2025 ...

Reduced ESG Disclosures Reflect External Operating Environment

By Randi Morrison posted 09-16-2025

Thematically consistent with numerous prior reports, DiversIQ reported on noteworthy sustainability and human capital disclosure practices and trends as of August 21: Sustainability reporting —Further to our recent report , the number of S&P 100 companies that have published sustainability reports this year has declined significantly relative to the past three years – 64 this year vs. at ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 09-16-2025

Corporate Governance: In the News - Articles of Interest The Global Issues Corporate Boards Must Face Right Now | CLS Blue Sky Blog, September 16, 2025 Unpacking a Busy Last Week for US ESG Disclosure and Compliance | Ropes & Gray, September 16, 2025 Nestlé Chairman Paul Bulcke to Step Down Following CEO Laurent Freixe’s Ouster - Bloomberg, September 16, 2025 Exxon to offer auto-voting ...

Society Submits Comments on Glass Lewis Annual Policy Survey

By Randi Morrison posted 09-15-2025

The Society submitted a comment letter today in response to Glass Lewis’s Annual Policy Surveys (we reported on here ) for the 2026 proxy season. The letter addresses potential policy positions on the wide array of governance and E&S topics summarized in that report. Thank you to Society Corporate Practices Committee chair, Tony Richelieu, and the Society members who offered their views ...

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