Society Blog - Society for Corporate Governance

ICCR Fills EDGAR Gap with Voluntary Exempt Solicitation Tracker

By Randi Morrison posted 16 hours ago

As previously reported , in January, the SEC Division of Corporation Finance issued guidance indicating that it would object to voluntary submissions of Notices of Exempt Solicitation on EDGAR unless shareholders meet the $5 million ownership threshold under Exchange Act Rule 14a-6(g). The Staff noted that most such filings in recent years have been voluntary submissions by persons below that ...

Board Cybersecurity Oversight Handbook

By Randi Morrison posted 16 hours ago

The NACD and Internet Security Alliance released the fifth edition of their “ Director’s Handbook on Cyber-Risk Oversight .” Relevant for organizations across types and sizes, the handbook presents six core principles for effective board oversight of cyber risk and is intended to help directors navigate an increasingly complex and evolving threat environment. The updated edition includes expanded ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 16 hours ago

Corporate Governance: In the News - Articles of Interest (articles published May 1, 2026 – May 8, 2026) Trade Court Rules Against Trump’s New Global Tariffs | The Wall Street Journal U.S. Audit Watchdog Should Rescind Its Independence Rules, SEC Official Says | The Wall Street Journal EBSA Could Target ESG, DEI Under Aronowitz | Pensions & Investments Is This the End of Quarterly ...

Nom/Gov Committee Primer

By Randi Morrison posted 3 days ago

PwC’s “ Serving on and chairing the nominating/governance committee ” offers practical guidance on the nominating/governance committee’s evolving role at the center of board composition, oversight structure, and corporate accountability, in the context of increasing regulatory complexity, investor scrutiny, and evolving oversight expectations. The resource addresses committee composition and ...

Institutional Investor Proxy Voting Policy Updates

By Randi Morrison posted 3 days ago

Georgeson’s “ 2026 Policy Updates from Key Investors ” highlights select proxy voting policy/guideline revisions from Capital Group , Geode Capital Management , T. Rowe Price , Goldman Sachs Asset Management , Dodge & Cox , and New York State Common Retirement Fund , reflecting evolving positions on topics such as reincorporation, board composition, say-on-pay and say-on-pay frequency, ...

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 May 4, 2026 – May 7, 2026) SEC works to rescind Biden-era climate disclosure rule | ESG Dive Trump Weighs Government Stakes in Intel | The Wall Street Journal EU releases proposed finalized mandatory and voluntary sustainability reporting standards | ESG Today Investor group urges SEC to scrutinize SpaceX ...

European Commission Publishes Draft Final ESRS for Public Feedback

By Randi Morrison posted 4 days ago

The European Commission today released draft final revised European Sustainability Reporting Standards (ESRS) for public feedback, with comments due by June 3, 2026 . The revised standards are intended to simplify the ESRS framework developed under the CSRD, building on the Commission’s Omnibus I simplification initiative. According to the Commission, the revisions reduce mandatory datapoints ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 4 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 3, 2026 – May 6, 2026) U.S. Sues New York Times Over Alleged DEI-Based Discrimination | ESG Today EU Opts Against ISSB Compliance in Near-Final Sustainability Reporting Standards | Responsible Investor BBRC Pressures Victoria’s Secret With Proxy Challenge | FashionNetwork.com SEC Unveils Blueprint ...

Board Gender Diversity

By Randi Morrison posted 5 days ago

“ Global Trends in Women’s Corporate Leadership 2026 ” from ISS Corporate reports on female directorships and board leadership positions worldwide, with US Russell 3000 (R3000) companies closely tracking global averages for both the number of women on boards and proportion of boards occupied by women directors (at 2.5 and 28%, respectively, for the R3000, compared to 2.6 and 29% globally). Board ...

Board Diversity Disclosure Pullback Trend Continues

By Randi Morrison posted 5 days ago

Further to our recent report : "Board & Workplace Diversity: State of Play,” PeopleReturn reported an ongoing decline in “Rooney Rule” commitments, i.e., active language that explicitly prioritizes including women and people of color in candidate, down from 35.7% in 2024 and 18.6% in 2025, to 12.4% of Russell 3000 proxy filings to date. Board diversity disclosure among the Russell ...

AI Considerations for Your Annual Shareholders Meeting

By Randi Morrison posted 6 days ago

A timely and relevant post: “ Seven Ways AI Can Help During Your Annual Shareholders Meeting ” from Cooley’s The Governance Beat outlines potential ways companies might use AI—within a secure environment—before, during, and after the annual meeting. Examples include reviewing and organizing shareholder questions submitted via meeting chat, assessing audience sentiment, identifying attendees and ...

Broadridge Releases 2026 Annual Meeting Handbook

By Randi Morrison posted 6 days ago

Broadridge released its " 2026 Annual meeting handbook ," a practical, step-by-step guide designed for those responsible for planning and executing annual shareholder meetings. The Handbook is intended to support both first-time planners and experienced practitioners by outlining key requirements and providing a structured approach to the annual meeting process. The resource covers core fundamentals—including ...

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 May 1, 2026 – May 4, 2026) SEC and Elon Musk Agree to Settle Lawsuit Over Twitter Buyout in 2022 | CNBC Republican State AGs Probe Fitch, Moody’s and S&P Over ESG Ratings | ESG Dive The Myth of Voluntary ESG | Law & Liberty She Blew the Whistle on Deutsche Bank to the SEC. Her Award… | The Wall ...

Director AI Expertise Considerations & Alternatives

By Randi Morrison posted 7 days ago

“ Board Oversight of AI: Do Boards Need AI Experts? ” from Debevoise & Plimpton highlights considerations for companies assessing whether and how to enhance the board’s AI expertise. For public companies considering adding a director with AI expertise, the firm notes several practical and governance challenges, including: (i) a limited pool of individuals with both deep AI expertise and public ...

Directors Speak: Audit Committee Meeting Effectiveness

By Randi Morrison posted 7 days ago

The CAQ’s “ Voices from the Audit Committee ” —a supplemental report to Deloitte’s and the Center for Audit Quality’s “ Audit Committee Practices Report ” (which we reported on here ) — draws on interviews with 27 directors serving on audit committees to highlight practical strategies to enhance meeting effectiveness. Among the most commonly cited strategies particularly relevant for ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 7 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 22, 2026 – May 3, 2026) Senators Vote to Ban Themselves From Trading on Prediction Markets | The Wall Street Journal SEC Charges Former CEO With Misappropriating Company Funds | FindKnowDo Proxy Firms Expand First Amendment Legal Fight Into More States | Bloomberg Law ESG Round-Up: Glass Lewis ...

Society Alert - Directors' Cut Q1 2026: Share Your Feedback!

By Randi Morrison posted 10 days ago

For more than a decade, the Society's quarterly Directors’ Cut has provided a curated compilation of content from the Society’s weekly Alert, tailored for boards of directors and C-suite leaders. As we mark ten years of this publication , we are taking this opportunity to better understand how it is used and the value it provides to our members and subscribers. We understand that many ...

Informal Settlements With Activists: Key Considerations

By Randi Morrison posted 10 days ago

Skadden Arps’ recently released article: “ Should Boards Be Wary of Informal Settlements With Shareholder Activists? ” explores how informal settlements differ from formal agreements and discusses factors that may influence whether companies and activists pursue an informal resolution. The memo highlights considerations such as alignment on strategic priorities, trust in the activist’s commitments, ...

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 April 27, 2026 – April 30, 2026) State AGs Challenge Rating Agencies Over ESG-Driven Downgrades | FindKnowDo NYC Pension Funds Say BlackRock, Fidelity Not Aligned With Climate Expectations | ESG Today SEC Commissioner Calls Small Company IPO Economics ‘Broken’ | FindKnowDo Lululemon Founder Takes Aim ...

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 April 23, 2026 – April 29, 2026) Lululemon Athletica founder Chip Wilson raises doubts on new CEO pick amid proxy | Reuters Japan to tighten rules on shareholder proposals amid pushback against activism | Reuters Sephora Hits Back at Claims That Loyalty Program Discriminates Based on Race, Age | Corporate ...

Board Age Diversity

By Randi Morrison posted 12 days ago

The data in this piece: “Boards Talk About Diversity. Age Is the Exception” from PeopleReturn (formerly DiversIQ) depicts a slow but steady increase in average director ages over the past decade across the S&P 100, S&P 500, Russell 1000, and S&P 1500 indices: By age group, the data reflect a much more noticeable shift toward older directors across indices, with the over-65 group ...

Survey: Law Professors Lack Alignment on Shareholder Proposal Process

By Randi Morrison posted 12 days ago

Further to our prior report: “ Shareholder Proposal Process: Survey Reveals Areas of Consensus ,” the Weinberg Center released the results of a companion survey of 89 law professors examining normative views of the shareholder proposal process. The results reveal limited consensus and substantial disagreement across most core issues, with responses often clustering around competing positions. ...

Annual Meeting Logistics

By Randi Morrison posted 13 days ago

Bryan Cave’s “ Key Reminders for Spring Annual Meetings ” highlights core logistical and administrative considerations for annual shareholder meetings, including preparation of scripts, agendas, and rules of conduct; compliance with legal and proxy requirements (such as notice, record date, quorum, and voting standards); and coordination of meeting materials and documentation. The memo also addresses ...

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 April 21, 2026 – April 27, 2026) Layoffs Tracker: Companies Cutting Jobs in 2026 | The Wall Street Journal Prediction markets are flirting with insider trading—and regulators are taking notice | Fortune States push back against ESG investing practices | The Center Square Minerva proxy update | Manifest ...

Institutional Investors Speak: Stewardship Priorities & Practices

By Randi Morrison posted 13 days ago

Among the noteworthy findings from Glass Lewis’s survey of asset managers and asset owners globally* are insights into regional differences in engagement priorities and the extent to which ESG-related debates have influenced stewardship approaches. The results indicate regional differences in engagement focus. North American respondents reported a greater emphasis on board effectiveness and oversight ...

GHG Protocol Signals Direction of Scope 3 Standard Revisions

By Randi Morrison posted 14 days ago

On March 31, the GHG Protocol released a Phase 1 Progress Update outlining potentially significant revisions under consideration for its Scope 3 Standard. The Progress Update is expressly described as draft and subject to change, and is intended to provide transparency into the direction of the ongoing standard-setting process ahead of a formal public consultation draft. The proposed revisions ...

Director Education Programs

By Randi Morrison posted 14 days ago

Gibson Dunn released an updated listing of director education programs. The regularly updated resource includes programs for all types of companies and ranging from single topic, one-day (or shorter) events to comprehensive multi-day programs. We included the most current Cooley , Gallagher , and Society AI-focused compilations of director education program opportunities in recent Society Alerts ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 14 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 20, 2026 – April 26, 2026) House Committee Approves Bill Regulating Proxy Advisers, ESG Disclosures | PLANADVISER When Board Meetings Become Routine, CEOs Lose a Strategic Advantage | BoardMember BP Faces Shareholder Rebellion at Annual Meeting | The Wall Street Journal U.S. Law Schools Have Diverse ...

Prediction Markets: Implications for Insider Trading and Compliance Policies

By Randi Morrison posted 17 days ago

Numerous law firms—including Debevoise , Freshfields , Proskauer , R. McConnell Group , Ropes & Gray , and Snell & Wilmer , have addressed the intersection of prediction markets and insider trading and advised that companies review their existing compliance frameworks in light of recent developments. The firms align on several key points. Most notably, they emphasize that trading ...

Audit Committee Oversight: Best Practices & Templates Galore

By Randi Morrison posted 17 days ago

Wachtell Lipton’s updated edition of its instructive “ Audit Committee Guide ” provides information for audit committees and their advisors—including management, internal audit, corporate secretaries, and outside counsel practitioners and consultants working with audit committees—on regulatory requirements, leading practices and trends, and core committee roles and responsibilities, and practical guidance ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 17 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 15, 2026 – April 23, 2026) Lawsuit says Trump anti-DEI contractor order violates Constitution | ESG Dive Who’s Really to Blame: The White Hat or the Gray? | Corporate Compliance Insights New Joint Employer Proposal Seeks to Unify Three Labor Laws | Bloomberg Tax Joint Employer Status Under the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 18 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 15, 2026 – April 22, 2026) Keynote Remarks at The Economic Club of Washington | U.S. Securities and Exchange Commission Execs fear job loss over AI adoption failures | ESG Dive Trump order targeting DEI by federal contractors challenged in lawsuit | Reuters SEC Chief Touts Renewed Focus on Individuals ...

Leading Board Practices for CEO Succession Planning

By Randi Morrison posted 19 days ago

“Succession Planning and Skill Matrix: The Board View” from R. McConnell Group discusses CEO succession planning in the context of directors’ fiduciary duties and outlines practices associated with effective board oversight. The presentation describes what effective succession planning looks like, including criteria and leading board practices such as treating succession as a continuous governance ...

NBIM Releases Nature Expectations for Portfolio Companies

By Randi Morrison posted 19 days ago

Norges Bank Investment Management (NBIM) released new Nature Expectations outlining how portfolio companies should identify, assess, and manage nature-related risks and impacts. NBIM views nature loss as a financially material risk and expects companies to take a systematic, integrated approach to governance, strategy and disclosure. NBIM encourages alignment with emerging global frameworks, ...

Impacts of Administration Priorities on Workforce Practices

By Randi Morrison posted 20 days ago

According to Littler’s recently released Annual Employer Survey report , most companies report being impacted by the Trump administration’s policy and regulatory changes, 71% citing effects from DEI-related developments and 65% from immigration—as shown here: Also noteworthy, nearly two-thirds of companies report staffing challenges tied to immigration policy changes, while regulatory and ...

Internal Audit Function: Comprehensive Benchmarking

By Randi Morrison posted 20 days ago

The Internal Audit Foundation released its “ 2026 North American Pulse of Internal Audit ” report based on its late 2025 survey of 373 internal audit leaders (i.e., highest-ranking internal auditor within each organization, hereinafter Chief Audit Executive, or CAE) across organization types and industries. Respondents were primarily US-based companies (84%), with the balance representing Canada (13%) ...

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 April 8, 2026 – April 20, 2026) ISSB staff recommend non-mandatory nature reporting statement instead of standalone standard | ESG Today US Supreme Court to consider SEC’s disgorgement power | Reuters SEC Decries Biden-Era ‘Rush’ as Enforcement Numbers Fall | Corporate Counsel IBM, DEI and a $17 Million ...

Shareholder Proposal Exclusions: State of Play

By Randi Morrison posted 21 days ago

Jasper Street’s Monthly Insights includes noteworthy observations and commentary on recent developments associated with core proxy season focal areas including shareholder engagement and activism, shareholder proposals, and discrete institutional investor developments. Notably with regard to the SEC’s recent shift in managing Rule 14a-8 no-action requests, the firm reports 133 companies having ...

Board Oversight of Ethics & Compliance Programs

By Randi Morrison posted 21 days ago

LRN’s “ Ethics & Compliance Program Effectiveness Report ” examines (among other things) how boards oversee ethics and compliance (E&C) programs, including the frequency of engagement and the types of information provided to directors. For purposes of its analysis, LRN categorizes programs as “high-,” “medium-,” or “low-impact” based on their reported focus on ethical culture. Key takeaways ...

CARB: Coalition Letter on Comment Timing Submitted

By Randi Morrison posted 24 days ago

Further to last week’s update , the Society, together with a broader coalition of industry and trade organizations, submitted this joint letter to CARB on April 13, the public docket deadline, regarding the timing for stakeholder input following CARB’s March 23 SB 253 workshop. As set forth in the letter, stakeholders continue to have significant concerns that the three-week comment period does ...

Society Submits Comment Letter to SEC on Regulation S-K Disclosure

By Randi Morrison posted 24 days ago

Further to our recent reports, on April 13, the Society submitted this comment letter to the SEC in response to Chair Atkins’ request for public comments on Regulation S-K reform. The Society’s comment letter advocates for broad modernization of Regulation S-K disclosure requirements to better serve the Commission’s goals of investor protection, efficiency, competition, and capital formation. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 24 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 8, 2026 – April 16, 2026) US ESG Shareholder Resolutions Plunge | Yahoo Finance ISSB staff urge board to limit nature standard-setting to practice statement | Responsible Investor DOL Targets Proxy Advisers in Intensifying Political Battle | PLANSPONSOR AI ruling prompts warnings from US lawyers ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 25 days ago

Corporate Governance: In the News - Articles of Interest (articles published April 13, 2026 – April 15, 2026) AI presents boards with ongoing transformational moment, says Society for Corporate Governance CEO | Governance Intelligence America’s corporate boards are under siege | The Economist Compliance as a Competitive Advantage: A Guide to Better Corporate Governance | National ...

Investor Activism: State of Play

By Randi Morrison posted 26 days ago

The “Shareholder Activism Annual Review 2026” from Diligent (produced in collaboration with Olshan, Sidley, Georgeson, and Marsh), provides a comprehensive look at global and US activism activity in 2025, benchmarking trends against prior years and offering forward-looking insights for boards and advisers. The report analyzes overall campaign volume and regional breakdowns; common activist demands ...

Early Voluntary SB 261 Disclosures Practices

By Randi Morrison posted 26 days ago

As noted in prior Society Alerts (see here and here ), companies may submit climate-related financial risk reports on a voluntary basis while litigation over SB 261 remains pending. A recent DLA Piper memo reviews publicly available reports posted to CARB’s website as of February 19 and identifies several early trends in voluntary disclosures: Who is reporting? Early filers span ...

Emerging Proxy Disclosure Practices & Expectations: Board Oversight of AI

By Randi Morrison posted 27 days ago

Recent reports from ISS and Glass Lewis examine how companies are approaching board oversight of AI and how governance practices are evolving in response to investor expectations. ISS’s report, “ Mind the Governance Gap: The State of Board Oversight and AI Policy in U.S. Companies, ” which reviewed proxy disclosures of more than 3,000 companies, concludes that formal board oversight of AI remains ...

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 April 7, 2026 – April 13, 2026) EU weighing last-minute move to adopt ISSB sustainability standards | Responsible Investor Washington State Bans Noncompetes, Adding to Nationwide Patchwork | Corporate Counsel Quarterly reporting, SEC stewardship retreat | Manifest CarMax settles with activist Starboard ...

State Street Investment Management Provides US-Specific Guidelines for 2026

By Randi Morrison posted 28 days ago

Courtesy of Proxy Analytics, State Street Investment Management (SSIM) posted its updated Global Proxy Voting and Engagement Policy (redline here ) and related resources for the 2026 proxy season. The Summary of Material Changes notes the inclusion of US-specific engagement guidelines, the systematic embedding of financial performance—based on a relative total shareholder return (TSR) ...

Audit Committee Effectiveness: Lessons from Leading Chairs

By Randi Morrison posted 28 days ago

Large public company audit committee chairs shared their perspectives on what distinguishes high-performing audit committees in today’s complex risk and regulatory environment in a new Tapestry Networks / EY ViewPoints report: “ Staying ahead of the curve: lessons from leading audit committee chairs. ” Drawing on discussions among audit committee leaders, the report highlights practical considerations ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 28 days ago

Corporate Governance: In the News - Articles of Interest (articles published March 30, 2026 – April 12, 2026) The Expanding Role of the Audit Committee Chair | Russell Reynolds Associates Asset managers and owners split over ESG, report finds | IPE For CFOs, SEC’s Semiannual Reporting Proposal May Not Change Much | CFO.com CarMax Will Add Two Board Members After Talks With Activist ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-09-2026

Corporate Governance: In the News - Articles of Interest (articles published April 7, 2026 – April 9, 2026) NYC Comptroller Targets Exxon’s Retail Voting Programme in Shareholder Proposal | Responsible Investor The Skills Board Chairs Need Now | Harvard Business Review Trump’s EEOC Applying Its Enforcement Powers in Unconventional Ways | Law.com Businesses Face More Than a Litigation ...

Internal Disclosure of AI-Generated Content

By Randi Morrison posted 04-07-2026

This Debevoise post: “ Why Companies Should Consider Requiring Internal Disclosure of AI Use ” explains why companies may want to require employees to disclose when AI is used to generate documentation that will be shared internally or externally. The post also outlines circumstances where such disclosure may be appropriate and includes a sample provision that companies may consider incorporating into ...

Meeting Investor Expectations on AI

By Randi Morrison posted 04-07-2026

EY’s new report: “Five ways boards can respond to investor expectations on AI” draws on recent conversations with stewardship leaders from institutional investors representing $55 trillion in assets under management to highlight areas where boards and management can better address investors’ growing interest in how companies govern and deploy AI. The report identifies these five key areas where ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-07-2026

Corporate Governance: In the News - Articles of Interest (articles published April 5, 2026 – April 7, 2026) JPMorgan CEO Jamie Dimon’s annual shareholder letter offers management advice on success and small teams | Fortune Climate lawsuit against insurance giant survives bid to dismiss | E&E News 3 predictions reshaping the chief legal officer’s role | WSJ / Deloitte Managing ...

Board Engagement in Corporate Strategy

By Randi Morrison posted 04-06-2026

KPMG’s report: “Elevating strategy discussions in the boardroom” highlights the board’s increasingly active role in corporate strategy—even as responsibility for developing and executing strategy remains with management. As companies navigate geopolitical shifts, technological disruption, and economic uncertainty, boards are engaging earlier and more consistently in strategic conversations, helping ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-06-2026

Corporate Governance: In the News - Articles of Interest (articles published April 1, 2026 – April 6, 2026) Succession creates vulnerability, opportunity in C-suites: The Conference Board | ESG Dive The Pitfalls of an Interim CEO | Harvard Business Review Weatherford announces proposal to redomesticate to the United States, establishing Texas as new legal domicile | Energy-pedia ...

Board Communication Protocols: Governance Best Practices

By Randi Morrison posted 04-05-2026

“Corporate Governance Field Guide — Board Communications” from Baker Botts outlines governance best practices for director communications outside board meetings, the distribution and retention of board materials, and the preparation of board meeting minutes. The guidance is designed to facilitate effective board communication while safeguarding confidentiality and security, protecting attorney-client ...

Compensation Committee Best Practices & Charters

By Randi Morrison posted 04-05-2026

Wachtell Lipton’s updated edition of its always-instructive “Compensation Committee Guide” provides an overview of the key duties, legal standards, and disclosure requirements applicable to listed company compensation committees. The guide also addresses compensation methods and structures and associated legal considerations; shareholder proposals and related developments (including those involving ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-05-2026

Corporate Governance: In the News - Articles of Interest (articles published April 2, 2026 – April 4, 2026) Boards Are Falling Short on Cybersecurity | Harvard Business Review Corporate Responsibility Budgets Steady Despite Challenging Year | ESG Dive Delaware Disclosure Dilemma | BoardMember Geopolitical Risks and Global Threats Drive Emerging National Security ...

Board Evaluations: Guidance & Tips

By Randi Morrison posted 04-02-2026

A practical and insightful read, “Effective Board Evaluations: A Director’s Practical Tips” from Skadden’s The Informed Board series offers substantive insights on enhancing the quality and impact of board, committee, and director evaluations. The resource emphasizes both process design and content: Process : Confidential, structured interviews—ideally led by an independent ...

Society & NAM Submit Position Paper to EU on ESRS–ISSB Interoperability

By Randi Morrison posted 04-02-2026

The Society and the National Association of Manufacturers (NAM) submitted this joint position paper to European Commission officials this week suggesting targeted recommendations to enhance interoperability between the European Sustainability Reporting Standards (ESRS) and the ISSB Standards. We are using the position paper to support engagement with EU policymakers and staff on these issues. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-02-2026

Corporate Governance: In the News - Articles of Interest (articles published March 27, 2026 – April 2, 2026) CFTC to Take On Predictions Market Insider Trading | Dow Jones Risk 4: Five Guidelines for ESG Disclosures in 2026: Choose Your Words Carefully | The National Law Review Partner or Perish: Boards and C-Suites Must Embrace AI—Fast | Spencer Stuart Filing First Trade ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 04-01-2026

Corporate Governance: In the News - Articles of Interest (articles published March 31, 2026 – April 1, 2026) Why CEOs Can Benefit From More Meaningful Engagement With Audit Committee Chairs | WSJ CFO Journal (Deloitte) Governance to be shareholder focal point this proxy season: report | ESG Dive Insurance That Covered Terror, Not War, Leaves Companies Rushing for Cover ...

CalPERS: Proxy Voting & Engagement Update

By Randi Morrison posted 03-31-2026

In preparation for its March 17 Investment Committee meeting , CalPERS released its "Proxy Voting and Corporate Engagements Update ," outlining recent activity and priorities of its Global Public Equity Corporate Governance Program. The update highlights CalPERS’ stewardship efforts during the 2025 proxy season, including extensive voting activity and engagement with portfolio companies on issues ...

Key Developments to Watch This Proxy Season

By Randi Morrison posted 03-31-2026

Wilson Sonsini’s “ Reporting Season Alert: Five Key Considerations for Proxy Season ” highlights five areas that warrant companies’ attention this proxy season in light of recent developments and trends. Among the areas of focus are evolving disclosure expectations (including executive compensation, diversity, ESG, and AI), proxy advisor policies, shareholder engagement, the shareholder proposal process, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-31-2026

Corporate Governance: In the News - Articles of Interest (articles published March 18, 2026 – March 31, 2026) New Considerations for Reporting Beneficial Ownership by The Vanguard Group in Company Proxy Statements | Gibson Dunn Monitor | Mar. 2026 Is the Three Lines Model Still Valid in the Agentic Era? | Corporate Compliance Insights | Mar. 2026 Coca-Cola and Walmart’s ...

Directors Speak! Sector-Specific Insights

By Randi Morrison posted 03-31-2026

PwC released sector-specific results from its 2025 Annual Corporate Directors Survey, which we reported on in October 2025 here (“PwC’s Annual Survey”). See these takeaways: Consumer Markets ; Energy, Utilities, and Resources ; Financial Services ; Health Industries ; Industrial Products ; and Technology, Media, and Telecommunications . This post first appeared in the weekly ...

T. Rowe Price Releases Updated Proxy Voting Guidelines

By Randi Morrison posted 03-30-2026

Consistent with what we have seen from BlackRock and Vanguard , T. Rowe Price’s updated proxy guidelines eliminate director gender, ethnicity, and nationality expectations in favor of broader viewpoint diversity, as shown by this redline excerpt against its 2025 board diversity policy: Courtesy of Proxy Analytics, please see this redline for these and other changes, as well as T. Rowe ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-30-2026

Corporate Governance: In the News - Articles of Interest (articles published March 27, 2026 – March 30, 2026) Under Trump, Wall Street regulators' headcount falls 18%, watchdog says | Reuters | March 27, 2026 Trump executive order on DEI prompts canceled federal contracts | ESG Dive | March 30, 2026 Investors Suing to Vote on ESG Proposals Meet Corporate Pushback | Bloomberg ...

Navigating Uncertainty in Proxy Voting Outcomes

By Randi Morrison posted 03-29-2026

Further to our recent report: “ Start Preparing Now for the Proxy Season of the Near Future ,” Skadden’s “ Will Curbs on Proxy Advisors Make Shareholder Votes Less Predictable? ” suggests how companies can address developments that may increase uncertainty in proxy voting outcomes, including growing scrutiny of proxy advisory firms and investors’ development and use of proprietary AI tools. The memo ...

Greenwashing Enforcement & Litigation: State of Play

By Randi Morrison posted 03-29-2026

Ropes & Gray’s “ Greenwashing Litigation Trends Update ” reviews developments in the second half of 2025 involving government enforcement actions, state attorney general investigations, and private consumer and class action suits alleging greenwashing. The update highlights evolving theories of liability and continued scrutiny of companies’ environmental marketing claims and sustainability disclosures. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-29-2026

Corporate Governance: In the News - Articles of Interest (articles published March 19, 2026 – March 29, 2026) Innovation and Incentives: What High-Performing Sectors Reveal About Pay Design | BoardMember Coca-Cola CEO James Quincey, Walmart CEO Doug McMillon say AI will reshape leadership roles | CNBC Block CFO Says Deep Job Cuts From AI Are an Inevitability for Companies ...

IIA: Society Submits Comment Letter on Draft Update to the Three Lines Model

By Randi Morrison posted 03-26-2026

Further to our March 11 Society Alert , last week, the Society submitted this comment letter to the Institute of Internal Auditors (IIA) on its stakeholder review draft update to the Statement of Position – Three Lines Model, reflecting input from a small group of members. The Society’s letter supports the continued positioning of the model as a principles-based and adaptable framework, while ...

Society Members Speak! Crisis Management and the Board

By Randi Morrison posted 03-26-2026

Society members across industries responding to the latest Society/Deloitte Board Practices Quarterly: “ Crisis management and the board ” provided a snapshot of how companies are preparing for—and responding to—disruptive events. The results suggest that while crisis planning is now widely embedded across organizations, practices vary widely. The key takeaways below reflect primarily public company ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-25-2026

Corporate Governance: In the News - Articles of Interest (articles published March 18, 2026 – March 25, 2026) California pushes Scope 3 reporting for $1B firms | ESG News Climate investors give BP until April 1 to include resolution, threaten court | Reuters ISS urges investors to reject UniCredit pay report over CEO award | Reuters EFRAG to engage with large companies ...

Vanguard Policy Updates Promote Company & Market-Specific Approach

By Randi Morrison posted 03-23-2026

Further to our recent reports here and here , in this report , Georgeson summarizes the key policy changes reflected in Vanguard Capital Management’s and Vanguard Portfolio Management’s updated voting policies, offering guidance for issuers as to areas of focus for disclosure and engagement purposes. Access additional resources on our Institutional Investors page . ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-23-2026

Corporate Governance: In the News - Articles of Interest (articles published March 16, 2026 – March 23, 2026) Investor Representatives File Lawsuit Challenging Unlawful Restriction of Shareholder Rights | ICCR ‘Insufficient evidence’ mandatory sustainability disclosures add value, say asset managers | Responsible Investor BlackRock CEO Fink backs staying invested amid volatility, ...

Shareholder Proposal Exclusions: State of Play

By Randi Morrison posted 03-22-2026

Jasper Street’s Monthly Insights includes shareworthy insights on recent developments on core proxy season focal areas including shareholder activism, shareholder proposals, and institutional investor developments. Notably with regard to the SEC’s recent shift in managing Rule 14a-8 no-action requests, the firm reports 105 companies having excluded 131 proposals as of February 28 since the November ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-22-2026

Corporate Governance: In the News - Articles of Interest (articles published March 18, 2026 – March 22, 2026) SEC Sued for Allegedly Silencing Investors | Dow Jones US Shareholder Rights Advocates Sue SEC Over No-Action Pullback | Responsible Investor Companies Warn Investors of Energy Price Jitters Fueled by Iran War | Wall Street Journal Boardroom Optimism Cools ...

CARB March 23 Virtual Public Workshop Presentation

By Randi Morrison posted 03-20-2026

Further to our prior post , CARB posted the presentation slides for Monday's workshop. See Michael Littenberg's (Ropes & Gray) LinkedIn post for initial key takeaways and stay tuned for additional information.

State AGs Target Plastics Initiatives

By Randi Morrison posted 03-18-2026

Earlier this month, 10 Republican state Attorneys General sent this form of letter to 80 companies regarding their participation in the U.S. Plastics Pact, the Consumer Goods Forum, and the Sustainable Packaging Coalition. The letters assert that certain “targets,” coordinated initiatives, and compliance frameworks promoted by these organizations—including efforts to eliminate specified plastic ...

AI Governance Taking Shape

By Randi Morrison posted 03-18-2026

In this report: “ How boards can lead in a world remade by AI ,” EY’s Center for Board Matters explores how AI is reshaping corporate strategy, talent, and risk oversight, and the implications for boards and management. Drawing on director interviews, investor perspectives, and an analysis of Fortune 100 disclosures, the report makes clear that AI is a full-board strategic imperative. Among the key ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-18-2026

Corporate Governance: In the News - Articles of Interest (articles published March 9, 2026 – March 18, 2026) Why CEOs Can Benefit From More Meaningful Engagement With Audit Committee Chairs | WSJ CFO Journal / Deloitte What Lululemon’s CEO Vacancy Reveals About Board Fit | HR Executive Second Judge Vacates DOL Fiduciary Rule, Dealing Death Blow | ThinkAdvisor ...

EEOC Reminds Fortune 500 That DEI Programs Must Comply with Title VII

By Randi Morrison posted 03-16-2026

The EEOC reported that Chair Andrea Lucas sent a letter to Fortune 500 CEOs, GCs, and board chairs reminding them that workplace programs labeled as “DEI” (or similar programs, policies, and practices) must comply with Title VII of the Civil Rights Act of 1964. The letter stresses that employment decisions—including hiring, promotion, training, and access to opportunities—may not be based on race, ...

AI Use and Attorney-Client Privilege: Early Court Guidance

By Randi Morrison posted 03-16-2026

Numerous law firms issued alerts discussing recent court decisions addressing whether communications with generative AI tools may be protected by the attorney-client privilege or work product doctrine. In one widely publicized decision, the US District Court for the Southern District of New York held that a defendant’s communications with an AI tool about his legal defense strategy were not protected ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-16-2026

Corporate Governance: In the News - Articles of Interest (articles published March 12, 2026 – March 16, 2026) SEC Preps Proposal to Nix Quarterly Reporting Requirement | Wall Street Journal AI Trailed DEI and Immigration as Top Compliance Concerns in 2025 | ESG Dive Net-Zero Asset Owner Alliance Updates Guidance, Unveils Transition Targets | ESG Dive Early CSRD ...

SEC Staff Grants Temporary Section 16(a) Filing Relief for FPIs and Other Filers

By Randi Morrison posted 03-14-2026

On March 13, 2026, SEC staff granted no-action relief to directors and officers of foreign private issuers (FPIs) located in the geographic region directly affected by the ongoing Iran conflict. Under the relief, these insiders will not be subject to enforcement action for failing to meet the new Section 16(a) insider reporting requirements under the Holding Foreign Insiders Accountable Act (HFIAA) ...

Director Education Programs

By Randi Morrison posted 03-12-2026

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

CARB to Hold Virtual Public Workshop on SB 253 Requirements & Next Steps

By Randi Morrison posted 03-12-2026

CARB announced a virtual public workshop to be held Monday, March 23, 2026, from 1:00 pm – 4:00 pm Pacific Time to: · Provide additional information on the August 10, 2026, Scope 1 and Scope 2 GHG emissions reporting deadline approved on February 26 · Discuss the next phase of regulatory development · Provide an overview of the development ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-12-2026

Corporate Governance: In the News - Articles of Interest (articles published March 5, 2026 – March 12, 2026) Governance Risk Transfer | NACD Directorship Confronting a Changing and Uncertain Corporate Governance Environment in 2026 | Troutman Pepper Locke When Pay Attracts Activists | Farient Retreat From ESG Risk Disclosures Accelerates in Latest US Annual Reports ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-11-2026

Corporate Governance: In the News - Articles of Interest (articles published March 10, 2026 – March 11, 2026) SEC Small Business Forum Focuses on Access to Capital and Reduced Regulation | Find Know Do ‘Follow This’ threatens BP with legal action over shareholder proposal exclusion | Responsible Investor ISS slashed support for sustainability-related shareholder proposals ...

Board AI Oversight

By Randi Morrison posted 03-10-2026

R. McConnell Group’s “ AI and the Board ” presentation puts AI governance in the context of directors’ fiduciary duties; outlines how board oversight is manifesting in practice, including board/committee structure and management structures and processes; and suggests core elements of effective AI governance. The presentation also notes recent US and global developments and the implications in relation ...

Data Reflects Sensitivity to Director Over-Commitments

By Randi Morrison posted 03-10-2026

In addition to director independence and diversity statistics, trends, and insights, Glass Lewis’s report: “ Analyzing Board Composition in the US: What the Latest Data Says on Director Independence, Commitments and Diversity " shows an ongoing decline in the percentage of directors serving on more than two boards, with the vast majority serving on just one board, as has been the case historically. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-10-2026

Corporate Governance: In the News - Articles of Interest (articles published March 5, 2026 – March 10, 2026) SEC had no alternative to shareholder proposal changes, Atkins says | Responsible Investor President Trump Outlines Aggressive Cyber Strategy | FindKnowDo Former Goldman Sachs CEO Lloyd Blankfein criticizes DEI initiatives amid political pressure from Donald Trump ...

Board & Workplace Diversity: State of Play

By Randi Morrison posted 03-09-2026

In the context of recently publicized retractions by discrete companies from traditional demographic diversity director recruitment policies, PeopleReturn reported a sharp decline in “Rooney Rule” commitments, i.e., active language that explicitly prioritizes including women and people of color in candidate pools (see, e.g., Costco’s Corporate Governance Guidelines Section 3). As shown below, the ...

Tariffs: Refund Exposure and Contractual Risk

By Randi Morrison posted 03-09-2026

Skadden’s new client alert: “ The Supreme Court Ends IEEPA Tariffs, Bringing Fresh Uncertainty for Companies ” examines the litigation exposure companies may face following the US Supreme Court’s decision striking down the IEEPA tariffs, which we reported on in last week’s Society Alert. In addition to outlining the current tariff landscape, the alert highlights potential claims arising from tariff ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-09-2026

Corporate Governance: In the News - Articles of Interest (articles published March 4, 2026 – March 9, 2026) Ethics: My Board Chair’s Behavior Is Stressing Everyone. What Should I Say to Her? | Inc. Ohio School Employees Retirement System Faces Iran Divestment Pressure | Pensions & Investments Glass Lewis Backs Vote Against Starbucks Director Over Board-Level ESG Oversight ...

Back to Governance Basics (Revisited)

By Randi Morrison posted 03-08-2026

In “ Reimagining governance basics amid a new normal ,” Deloitte encourages boards to revisit core governance practices through the lens of today’s increasingly complex and volatile risk environment. The report suggests that recalibrating foundational practices can help boards promote long-term value creation, resilience, and organizational agility. Among the areas highlighted for review and potential ...

CEO Succession Planning Framework

By Randi Morrison posted 03-08-2026

PwC's " How the best boards approach CEO succession planning " emphasizes via current data and trends the need for sustained board focus on CEO succession planning and highlights leading practices to support a smooth leadership transition. Among the practices identified as critical are clearly delineating board-level ownership of the succession process, maintaining dynamic plans for both planned and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-08-2026

Corporate Governance: In the News - Articles of Interest (articles published March 4, 2026 – March 8, 2026) CFA Institute’s president headed for the exit after DEI flap | New York Post Vanguard reaches antitrust settlement with Texas over coal investments | ESG Dive The Brain Science of Better Board Decision-Making | BoardMember When Business Strategy Changes, ...

Board-GC Engagement Practices & Expectations

By Randi Morrison posted 03-05-2026

Although more broadly focused on how general counsel (GC) and boards align and misalign on the GC’s role, enterprise value, and engagement, among the many interesting and noteworthy data points and insights revealed in BarkerGilmore’s report: “ The GC-Board Alignment Gap ” are these pertaining to GC-Board interactions. GCs were asked to indicate how frequently or consistently each of the following ...

Start Preparing Now for the Proxy Season of the Near Future

By Randi Morrison posted 03-05-2026

A thought-provoking read, Teneo’s “ A Proxy Odyssey: What Will 2030 U.S. Proxy Season Look Like? ” forecasts the future of proxy voting and shareholder engagement, assessing the likely implications and unintended consequences of recent and anticipated developments—including investors’ use of AI for proxy voting recommendations and the SEC’s withdrawal from the Rule 14a-8 no-action process. Predictions ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-05-2026

Corporate Governance: In the News - Articles of Interest (articles published February 27, 2026 – March 5, 2026) Publicly Held Companies Are Getting Strategic Benefit From Generative AI | CFO.com Trump Anti-DEI Orders Stand for Now Amid Future Legal Challenges | ESG Dive Building a Policy-First System for Proxy Voting and Governance Analysis | Harvard Law School Forum on ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-04-2026

Corporate Governance: In the News - Articles of Interest (articles published March 2 2026 – March 4, 2026) New York State Comptroller, As You Sow Add to Lawsuits Over Shareholder Proposals | Responsible Investor Judge Orders Axon to Work With Investor on Compromise Shareholder Proposal | Responsible Investor California Sets August 2026 Deadline for Corporate Climate Disclosures ...

Board Committee Structure Review & Realignment

By Randi Morrison posted 03-03-2026

In this recent podcast: “ Fixing Governance Gaps: Why the Three-Committee Board Structure Is Outdated ,” Society President & CEO Paul Washington engages in a conversation with Doug Chia to explore the history behind the most common public company board committee structure, i.e., the three “key committees”— Audit, Compensation, and Nominating & Governance, and why that structure may not effectively ...

Shareholder Engagement Prep: AI

By Randi Morrison posted 03-03-2026

“ Questions About AI in Shareholder Engagement Meetings ” from Wilson Sonsini suggests questions investors may ask about the company’s governance of, approach to, and use of AI to assist management in preparing for shareholder engagement meetings. Access additional resources on our AI page . This post first appeared in the weekly Society Alert !

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-03-2026

Corporate Governance: In the News - Articles of Interest (articles published February 27, 2026 – March 3, 2026) Trump Signals He Will Continue Court War on Targeted Law Firms | Bloomberg Law Goldman Sachs Vice Chair on the Hidden Trap of Senior Management: “Pretty Soon the Bosses Are No Longer Watching You” | Fortune Trump Administration to Drop Defense of Law-Firm Sanctions ...

Board Chair Effectiveness: Here’s How

By Randi Morrison posted 03-02-2026

Harvard Business Review’s “ The Skills Board Chairs Need Now ” outlines behaviors effective board chairs undertake within and outside the boardroom to facilitate full, collaborative, and respectful participation by all directors in an environment characterized by rapid change and unpredictability. The article also provides practice pointers for partnering with the CEO and other members of the management ...

Board/Executive Leadership Letter Disclosure Practices & Trends

By Randi Morrison posted 03-02-2026

Labrador’s report: “ Shareholder Engagement Disclosures ” reveals insights on proxy statement shareholder engagement disclosure practices in the context of the SEC staff’s February 2025 Schedule. 13D-G guidance ( C&DIs 103.11 and 103.12 ) based on its review of 2025 proxy statements. The report notes the following practices and approaches to disclosure: Disclosure practice ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-02-2026

Corporate Governance: In the News - Articles of Interest (articles published February 23, 2026 – March 2, 2026) Trump’s SEC Gave Companies More Power Over Investors’ Lawsuits. Investors Pushed Them Back. | Reuters ESG bonuses removed from paychecks of Apple executives | Packaging Europe Big Carrots, Big Sticks: Wall Street’s Top Cop Fires a Warning Shot at Corporate America ...

Realities, Practicalities of Measuring & Controlling Scope 3 Emissions

By Randi Morrison posted 03-01-2026

Responsible Investor’s “ Are investors rethinking Scope 3 emissions? ” * focuses on the debate over the feasibility and reliability of Scope 3 targets using Intrepid Travel’s recent decision to withdraw from its Science Based Targets initiative (SBTi) Scope 3 commitment as a case study. In its release , Intrepid cited the difficulty of controlling emissions generated across its value chain—including ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 03-01-2026

Corporate Governance: In the News - Articles of Interest (articles published February 26, 2026 – March 1, 2026) Trump tariffs fight refunds Supreme Court | The Hill AI governance is a board-level discipline, not a technology decision | BoardMember How companies can manage tariff risks and complexities | Deloitte/WSJ DOL releases new indie contractor rule proposal ...

CARB Adopts Climate Disclosure Regulations

By Randi Morrison posted 02-27-2026

On February 26, CARB voted unanimously to adopt the initial regulations implementing SB 253 (Climate Corporate Data Accountability Act) and SB 261 (Climate-Related Financial Risk Act). The regulations largely track the proposal released by CARB staff on December 23, 2025 , and discussed during the November 2025 public workshop . CARB received approximately 80 comment letters and made one substantive ...

Chief Legal Officer / General Counsel Benchmarking

By Randi Morrison posted 02-26-2026

Among the noteworthy takeaways from the “ 2026 Chief Legal Officers Survey ” conducted by the Association of Corporate Counsel (in collaboration with FTI Consulting) are those relating to the role and reporting structure of the top legal officer, as follows: The percentage of top legal officers that also hold the title or assume the role of corporate secretary (not assistant corporate secretary) ...

Rule 14a-8 Exclusions: State of Play

By Randi Morrison posted 02-26-2026

This client memo , courtesy of our relationship with Proxy Analytics, updates the firm’s prior insights on the disposition of no-action requests subject to the SEC staff’s new approach to managing such requests based on the firm’s analysis of no-action letters submitted through January 31 as posted on the SEC’s landing page through February 13. The memo provides an overview of the number and mix ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-26-2026

Corporate Governance: In the News - Articles of Interest (articles published February 24, 2026 – February 26, 2026) DOL moves to loosen independent contractor regulations | HR Dive Is the SEC regulating for a pre-AI world? | CFO.com SDNY unveils program to reward corporate self-disclosure for financial crimes | Dow Jones SEC to give more time to respond to target ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-25-2026

Corporate Governance: In the News - Articles of Interest (articles published February 24, 2026 – February 25, 2026) Long Slog Looms for Companies Pursuing Tariff Refunds | Corporate Counsel SEC Doubles Time for Targets to Respond to Potential Charges | Corporate Counsel The Skills Board Chairs Need Now | Harvard Business Review ‘Chaotic’: Big Law Trade Attorneys ...

2025 Recap: Activism, Voting & Governance

By Randi Morrison posted 02-24-2026

Diligent’s “ 2025 Full Year Snapshot ” reveals key data points by region on shareholder activism (activist demands, M&A demands, top activist investors, board seats gained by activists, and board representation demands); proxy voting support for directors, say on pay, and shareholder proposals; director appointments by gender; and activist short campaigns for the US, as well as Asia, Australasia, ...

Proxy Disclosure Samples Galore!

By Randi Morrison posted 02-24-2026

" 2025 Best Practices for Proxy Circular Disclosure " from the Canadian Coalition for Good Governance shares examples of "best-in-class" proxy disclosures and associated guidance across a number of topical corporate governance, environmental, social, and executive compensation practices that—in most cases—cross geographical boundaries such that they are instructive for US issuers. See, for example, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-24-2026

Corporate Governance: In the News - Articles of Interest (articles published February 23, 2026 – February 24, 2026) Want More Public Companies? Encourage More Stock Repurchases | CLS Blue Sky Blog EU States Give Final Approval to Omnibus Package to Cut Sustainability Reporting and Due Diligence Requirements | ESG Today EU Narrows Corporate Sustainability Due Diligence Rules ...

Investor Support Declines for Climate Change-Related Proposals

By Randi Morrison posted 02-23-2026

Glass Lewis reported the following key takeaways from its recent report on investors’ evolving approaches to shareholder proposals on climate change, reporting, and emissions. In the 2025 proxy season (January 1 – June 30, 2025), climate-related proposals made up more than 75% of all environmental shareholder proposals; however, no climate-related proposals – or environmental proposals more ...

On the Public Company Agenda

By Randi Morrison posted 02-23-2026

KPMG’s “ On the 2026 nom/gov committee agenda ” highlights five topics for the Nominating & Governance Committee’s consideration in 2026 that include the traditional oversight areas of board composition and succession planning, board/committee structure and coordination, and CEO succession, as well as shareholder engagement and activism, which may warrant new approaches based on recent developments. ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-23-2026

Corporate Governance: In the News - Articles of Interest (articles published February 18, 2026 – February 23, 2026) What Does the Supreme Court’s Tariffs Decision Mean? | The D&O Diary New Tariff Uncertainty: The 5 Essential Tactical Questions | Chief Executive Corporate Leaders Resigned to Tariffs | Dow Jones Are You Leveraging the Diverse Talent on Your Board? ...

BlackRock Policy Updates Promote Company-Specific Approach

By Randi Morrison posted 02-22-2026

Further to our recent reports here and here , in this report , Georgeson summarizes the key policy changes reflected in BlackRock’s updated voting and stewardship guidelines, offering guidance for issuers as to areas of focus for disclosure and engagement purposes. Access additional resources on our Institutional Investors page . This post first appeared in the weekly ...

Compensation Committees: Comprehensive Practical Guidance

By Randi Morrison posted 02-22-2026

In addition to coverage of relevant recent trends and developments relating to forthcoming executive compensation disclosure reform, noncompetes, and Rule 10b5-1 trading plans and related disclosure, Skadden's updated edition of its instructive " Compensation Committee Handbook " provides information for listed company compensation committees and their advisors about core committee duties and responsibilities—including ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-22-2026

Corporate Governance: In the News - Articles of Interest (articles published February 5, 2026 – February 21, 2026) A Road Map to a New Cybersecurity Framework | Bank Director Q&A: Delaware Courts Face Questions on Corporate Flexibility, Shareholder Protection & Board Accountability | Corporate Compliance Insights DEI Rules That Changed Corporate Boards Are Vanishing ...

Sustainability Disclosure: State of (Expected) Play

By Randi Morrison posted 02-19-2026

In this post: “ Sustainability Disclosures in 2026 Form 10‑Ks and Proxy Statements: What to Expect, What to Do ,” Ropes & Gray offers these and other insights, expectations, and practice pointers in relation to sustainability-related disclosure for Form 10-K and proxy statement filings in 2026: Expected continued reduction in voluntary disclosure overall Emphasis in disclosure on sustainability ...

Directors Speak!

By Randi Morrison posted 02-19-2026

" What Directors Think "—from Corporate Board Member and Diligent Institute—reveals the results of a fall 2025 survey of more than 200 US public company directors about upcoming challenges and opportunities in the context of ongoing domestic, geopolitical, and macroeconomic volatility. Among the key takeaways: Board agenda —Asked which three topics they would prioritize for their next board ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-19-2026

Corporate Governance: In the News - Articles of Interest (articles published February 14, 2026 – February 19, 2026) US CEOs dialing back on sustainability in 2026: Conference Board | ESG Dive Cybersecurity Literacy: What Boards Need to Know | NACD Directorship Executive Pay as a Signal for Good—or Poor—Governance | Board Member Starbucks investor group prepares ...

ICCR & Shareholder Rights Group Call for Good Faith Engagement

By Randi Morrison posted 02-18-2026

Further to our recent report on the New York State Comptroller’s request for good faith engagement on shareholder proposals in lieu of companies’ unilateral exclusion, the Interfaith Center on Corporate Responsibility and Shareholder Rights Group similarly requested companies that intend to exclude a proposal in the absence of SEC staff feedback reconsider their exclusion determinations after ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-18-2026

Corporate Governance: In the News - Articles of Interest (articles published February 17, 2026 – February 18, 2026) How Activist Investors Could Turn AI Use Into a Governance Test | Governance Intelligence When Artificial Intelligence Becomes an Enterprise Risk | Corporate Counsel Wall Street Regulator Calls for Shrinking Exec Pay Disclosure | Reuters AT&T Sued ...

Institutional Investors Weigh in on Engagement & Voting

By Randi Morrison posted 02-17-2026

Georgeson’s survey of 134 investment stewardship specialists worldwide at 54 institutional investor firms (representing $60.44 trillion in AUM) revealed these key takeaways, among others: Engagement priorities —Board composition/succession planning topped the list of priorities for 2026, with 61% of respondents ranking these issues as their number one priority and 83% of respondents ranking ...

Equity Plan Proposals

By Randi Morrison posted 02-17-2026

In this post: “ Preparing for an Equity Plan Proposal at the 2026 Annual Meeting ,” Cooley reminds companies to evaluate now their need for additional equity plan shares in the next 12 to 16 months and suggests considerations relevant to securing a favorable recommendation from ISS and Glass Lewis. Note that according to Semler Brossy’s 2025 Say on Pay report (which we reported on in a recent ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-17-2026

Corporate Governance: In the News - Articles of Interest (articles published February 12, 2026 – February 17, 2026) New-CEO Replacements Skew Younger | The Wall Street Journal Companies Prioritizing Scope 3 Emissions Disclosures Despite Fragmented Regulations | ESG Dive Activist Elliott Builds Over 10% Stake in Norwegian Cruise Line, WSJ Reports | Reuters Goldman ...

Director Skills & Expertise: Disclosure Practices & Trends

By Randi Morrison posted 02-16-2026

This recently released report from Labrador: “ Director Skills - 2025 Proxy Trends with Insights for 2026 ” reveals insights on proxy statement director skills and expertise-related disclosure practices based on the firm’s observations and analysis of S&P 100 company 2025 proxy statements compared to prior years. The report reveals the prevalence of the following practices and varying approaches ...

Sustainability: State of Play

By Randi Morrison posted 02-16-2026

Among the key takeaways from Novata’s “ 2025 State of Sustainability Report ” * are the following: Nomenclature —While North American companies in particular are more likely to refer to their sustainability and ESG initiatives using “sustainability” nomenclature (69%), 54% still use the “ESG” acronym. This compares to Europe, which uses both terms about equally, and the rest of the world, which ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-16-2026

Corporate Governance: In the News - Articles of Interest (articles published February 3, 2026 – February 16, 2026) Companies Are Replacing CEOs in Record Numbers—and They’re Getting Younger | The Wall Street Journal Are US Anti-DEI Policies Affecting Global Boards? | Board Agenda New York Senate Passes Bill Targeting Corporate Climate Disclosures | ESG Dive Justice ...

Society Submits Comment Letter to CARB on Initial SB 253/261 Regulation

By Randi Morrison posted 02-12-2026

On February 6, the Society submitted to the California Air Resources Board (“CARB”) and other policymakers this member-informed comment letter on CARB’s proposed Climate Data and Financial Risk Reporting Fee Regulation to implement SB 253 and SB 261. The Society’s letter focuses primarily on the deadline for SB 253 reports and associated timing considerations; the fee structure and process; the ...

Board Leadership Structure: One Size Fits One

By Randi Morrison posted 02-12-2026

“ CEO Tenure is More Important than the CEO-Chair Debate ” from FCLTGlobal reaffirms with empirical data the fact that there is no one best board leadership structure; rather, context matters. Numerous studies cited in the article reveal no meaningful difference in corporate performance based on whether there is a combined or separate CEO-board chair structure. The article notes that combined CEO-chairs ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-12-2026

Corporate Governance: In the News - Articles of Interest (articles published February 6, 2026 – February 12, 2026) • European Commission seeks feedback on shortcomings of Shareholder Rights Directive | Responsible Investor • The boomerang CEO phenomenon: why boards bring leaders back | Farient • Trump’s anti-DEI efforts: 4 big updates | HRE Executive • Activist investor ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-11-2026

Corporate Governance: In the News - Articles of Interest (articles published February 5, 2026 – February 11, 2026) Are Investors Rethinking Scope 3 Emissions? | Responsible Investor EEOC, Law Firms End Lawsuit Over DEI Practices | ESG Dive Only 3% of Companies Cut Back on Sustainability Communication and Initiatives Over Past Year: Workiva Survey | ESG Today CEO ...

Board AI Oversight & Use of AI to Bolster Oversight Responsibilities

By Randi Morrison posted 02-10-2026

Effectively distinguishing AI from other developments that impact corporate governance based on its transformative potential, in “ Directing with AI: Corporate Governance, AI Governance, and the Board ,” former SEC Commissioner Troy Paredes outlines considerations relevant to the board’s oversight of the company’s exploration and employment of AI and its use of AI to enhance its oversight duties and ...

Vanguard Voting Guidelines: Updates Consistent with Relevant Developments

By Randi Morrison posted 02-10-2026

Further to our recent report : “Vanguard Releases Updated Voting Guidelines,” Cooley’s memo highlights prominent policy changes from the prior season, including, among other things, reinforced emphasis of financial materiality (including in the context of E&S proposals), less detailed and more principles-based expectations, and elimination of consideration of diversity-related demographic data ...

Largest Asset Managers: Voting Practices & Trends

By Randi Morrison posted 02-09-2026

The numerous bar charts in this report from Morningstar illustrate clear variations and patterns and year-over-year trends in voting support for discrete shareholder proposal type by investor group for Morningstar US Large-Mid Cap Index companies for the three proxy years ended June 30, 2025. For purposes of understanding the data, the “Big Three” refer to BlackRock, State Street, and Vanguard; ...

Human Capital Disclosure Trends: Largest Companies

By Randi Morrison posted 02-09-2026

“ Five Years of Evolving Form 10-K Human Capital Disclosures ” from Gibson Dunn presents the results of the firm’s analysis of human capital disclosures among S&P 100 companies based on five annual Form 10-K filings since the effective date of the SEC’s Regulation S-K requirements adopted in 2020 . The report reveals the number of such companies that include disclosure across 28 topics as compared ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-09-2026

Corporate Governance: In the News - Articles of Interest (articles published February 3, 2026 – February 9, 2026) Engaged Capital Challenge Puts BlackLine Governance and Future Strategy in Focus | Simply Wall St U.S. Appeals Court Rejects Challenge to Trump’s Efforts to Ban DEI | Reuters SEC Elicits Smiles From the Industry | Traders Magazine Market Participants ...

Say on Pay: ISS “For” and “Against” Recommendation Implications

By Randi Morrison posted 02-08-2026

Semler Brossy’s “ 2025 Say on Pay + Proxy Vote Results ” reported a vote support swing of 23% and 27% for Russell 3000 and S&P 500 companies, respectively, depending on whether ISS recommended a vote “For” or” Against” companies’ Say on Pay, as shown here: ISS “Against” recommendations increased from 11.2% to 11.5% season-over-season for the Russell 3000, and from 8.0% to 9.0% season-over-season ...

Board/Executive Leadership Letter Disclosure Practices & Trends

By Randi Morrison posted 02-08-2026

This recently released report from Labrador: “ Letters from Leadership – 2025 Proxy Trends with Insights for 2026 ” reveals insights on proxy statement leadership letter disclosure practice trends based on the firm’s observations and analysis of Dow 30 company 2025 proxy statements compared to prior years. The report notes the following practices and approaches to disclosure: Prevalence ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-08-2026

Corporate Governance: In the News - Articles of Interest (articles published February 3, 2026 – February 8, 2026) Courage: The Ultimate Governance Test for Corporate Directors | Directors & Boards 38 Corporate Boards Face Anti-Woke Shareholder Proposals | Board Member Internal Audit: True Expertise, Not Staffing Numbers | Corporate Compliance Insights ESG Round-Up: ...

AI: Upside Implications for Boards of Directors

By Randi Morrison posted 02-05-2026

“ A Revolution in Governance: How AI Will Make Boards More Effective ” from INSEAD Knowledge identifies multiple ways in which AI can enable boards to enhance their oversight and overall effectiveness. Among the challenges that have purportedly historically impeded board effectiveness and that AI can “solve” for are the following: information asymmetry between the board and management; selective information-sharing; ...

On the 2026 Board Agenda

By Randi Morrison posted 02-05-2026

Leveraging recent survey data, Deloitte’s “ Board governance in 2026 - Adapting to complex risks and rising expectations ” reveals the issues that US-based respondents to a global board member and C-suite survey most commonly identified as areas of focus, and suggests responsive oversight and management strategies. The report discusses how boards are and should be navigating these issues and ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-05-2026

Corporate Governance: In the News - Articles of Interest (articles published January 29, 2026 – February 5, 2026) Texas Anti-ESG Law Blocked by Federal Court | Pensions & Investments With AI Accountability Stalling, Boards Must Push Tech Giants for Greater Action | Reuters Why the SEC Needs to Require a Stricter Rule Book for Private Equity | ProMarket Academics ...

On the Board’s Agenda

By Randi Morrison posted 02-03-2026

Cleary's " Selected Issues for Boards of Directors in 2026 " provides just the right amount of information, along with realistic, practical recommendations, on a number of discrete hot topics ( e.g. , AI adoption and risks, shareholder activism and engagement, governance basics, compensation disclosure) that can help bring the board and C-suite up to speed on current events, as well as focus ...

Executive Perk Practices

By Randi Morrison posted 02-03-2026

ISS reported the following executive perk trends based on its review of proxy statements filed as of October 2025 for 2025 annual shareholder meetings. Perk prevalence —The prevalence of CEO perks remained stable, with approximately 43% of Russell 3000 companies (generally on par with prior years) and 70% of S&P 500 companies (reflecting a 5-year high) providing at least one perk to their ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-03-2026

Corporate Governance: In the News - Articles of Interest (articles published January 29, 2026 – February 3, 2026) Silicon Valley CEOs are racing to embrace AI—but not all Fortune 500 leaders agree on how fast to go | Fortune Proxy season 2026: What to expect from Rule 14a-8 changes | Governance Intelligence Proxy battle crashes Jack’s birthday party | San Diego Business ...

Are Short-Term Pressures Compromising Long-Term Planning?

By Randi Morrison posted 02-02-2026

Corporate Board Member’s report: “ Shareholder Pressure, AI And Economic Volatility Erode Long-Term Planning, Survey Finds ,” based on a November 2025 survey of public and private company CEOs and directors, reveals the types of governance mechanisms public and private companies use to maintain focus on long-term strategic objectives in the context of a seemingly growing and limitless number of short-term ...

Proxy Voting: Changed Dynamics & Updated Strategies

By Randi Morrison posted 02-02-2026

“ What do Recent Challenges to Proxy Advisor Influence Mean for Public Company Compensation ?” from Meridian Compensation Partners discusses likely implications on proxy voting of recent developments, including heightened scrutiny of, and non-reliance on, proxy advisors, and suggests ways in which companies may navigate the changed dynamics, particularly as respects executive compensation programs ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-02-2026

Corporate Governance: In the News - Articles of Interest (articles published January 27, 2026 – February 2, 2026) FedEx CEO Raj Subramaniam on Fred Smith, globalization and tariffs | Fortune Professor Andreas Rasche on the EU’s omnibus—and what comes next | OneStop ESG Minnesota CEOs call for de-escalation amid ICE protests | Fortune U.S. Federal Trade Commission ...

Diversity Disclosure & Practice Trends

By Randi Morrison posted 02-01-2026

DiversIQ reported the following board- and workforce-related disclosure and practice trends based on its review of nearly 100 proxy statements filed thus far for the 2026 proxy season. Board diversity Down from 92% in 2024, 53% of companies have disclosed one or more quantitative measures of board diversity, a trend that DiversIQ expects to continue. Board demographic diversity ...

Risk Management & Oversight Disclosure

By Randi Morrison posted 02-01-2026

This recently released report from Labrador: “ A Revamp of Risk Oversight Disclosures ” reveals insights on risk management and oversight disclosure practice trends based on the firm’s observations and analysis of 2025 proxy statements compared to prior years. The report notes the following approaches to disclosure among S&P 100 companies based on its review: 75% of companies depict the ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 02-01-2026

Corporate Governance: In the News - Articles of Interest (articles published January 29, 2026 – January 31, 2026) Proxy giants set out approaches to shareholder proposal omissions | Responsible Investor SEC denies all whistleblower awards in first quarter of 2026 | Whistleblowers Blog The high price you pay to get on board hot companies before they go public | Wall Street ...

Society Responds to GHGP Scope 2 Consultation

By Randi Morrison posted 01-29-2026

Informed by an 18-member working group of in-house and law firm members, the Society submitted this robust response to the GHG Protocol’s public consultation on updates to its Scope 2 Guidance. Key proposed revisions are captured below and described in more detail on pages 16 – 23 of this deck . The Greenhouse Gas Protocol underpins nearly all major corporate GHG accounting, reporting, and ...

Optimizing Boardroom Decision Making: Here’s How!

By Randi Morrison posted 01-29-2026

An instructive and engaging read, “ The science of boardroom decision-making ” from PwC and Wharton leverages neuroscience (the scientific study of the nervous system) in the context of boardroom dynamics to explain why traditional governance practices and processes typically fail to promote optimal board decision making. The resource suggests attainable “interventions” — structured pauses/reflection, ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-29-2026

Corporate Governance: In the News - Articles of Interest (articles published January 27, 2026 – January 29, 2026) You Sow leads criticism of SEC’s updated restrictions on smaller shareholders | Governance Intelligence Wells Fargo launches in-house proxy voting system to cut reliance on advisors | ESG Today US joins lawsuit alleging use of race in admissions at UCLA’s medical ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-28-2026

Corporate Governance: In the News - Articles of Interest (articles published January 27, 2026 – January 28, 2026) Wells Fargo Faces Proxy Adviser ISS Over Governance Issues | Wall Street Journal GHG Protocol Proposal Risks Slowing Clean Energy Expansion, ACORE Says | ESG Dive SEC Targets Small Proponents in Latest Shareholder Restriction Push | Responsible Investor ...

SEC’s Uyeda Suggests Areas of Reg. S-K Modernization

By Randi Morrison posted 01-28-2026

In his remarks earlier this week at the 53 rd Annual Securities Regulation Institute, SEC Commissioner Mark Uyeda suggested areas of opportunity for updating Regulation S-K in response to Chair Atkins’ recent call for review , including disclosure regarding insider trading arrangements and policies (Item 408); related party transactions (Item 404); cybersecurity policies and governance (Item 106); ...

New York State Comptroller Requests Good Faith Engagement

By Randi Morrison posted 01-27-2026

Responsible Investor reported that New York State Comptroller Thomas DiNapoli sent letters to 10 companies (see below) requesting good faith engagement and expressing a commitment to evaluate withdrawal of shareholder proposals in view of the SEC’s recent shift in approach to managing Rule 14a-8 no-action requests. Opposed to companies’ unilateral exclusion of proposals in the absence of shareholder ...

Board Agenda: Private Companies

By Randi Morrison posted 01-27-2026

KPMG’s “ On the 2026 board agenda: Private company considerations ” supplements its recently published “ On the 2026 board agenda ” with due consideration for distinctive private company organizational structural and other considerations. Areas of challenge/opportunity addressed that may prompt board focus include corporate strategy, AI, data governance, cybersecurity governance, sustainability, board/CEO ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-27-2026

Corporate Governance: In the News - Articles of Interest (articles published January 20, 2026 – January 27, 2026) Shareholder activists have better odds if Big 3 stop voting, says Morningstar | Responsible Investor CW Survey: Compliance teams struggling with AI implementation and trust issues | Compliance Week California state senate bill aims to limit lawyers’ use of AI ...

Proxy & Form 10-K Prep

By Randi Morrison posted 01-26-2026

DLA Piper’s “ Updating Form 10-K for fiscal year 2025 and other annual reporting ” addresses a wide array of Form 10-K drafting and disclosure considerations, in addition to conflict minerals disclosure compliance. A table in Appendix A summarizes the top 20 Form 10-K risk factors. “ Key Considerations for the 2026 Annual Reporting Season for US Domestic Filers ” from Paul Hastings summarizes ...

Political Spending Proposals: Institutional Investor State of Play

By Randi Morrison posted 01-26-2026

The Center for Political Accountability reported increased institutional investor support for its model corporate political disclosure resolution : 63% support in the 2025 proxy season, up from 60.8% support in 2024, based on the 48 largest institutional investors included in the analysis. Among the Big Three, BlackRock supported three; Vanguard supported zero; and State Street supported 10, of ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-26-2026

Corporate Governance: In the News - Articles of Interest (articles published January 19, 2026 – January 25, 2026) Open Letter From More Than 60 CEOs of Minnesota-Based Companies | Minnesota Chamber of Commerce Alex Pretti Is the CEO Shaping Minneapolis’ Business Future | CNBC Silicon Valley Reacts to the Minneapolis Shooting | Fortune Human Capital Metrics ...

Director Education Programs

By Randi Morrison posted 01-25-2026

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

How Did the Largest Asset Managers Vote?

By Randi Morrison posted 01-25-2026

Georgeson's “ 2025 Investor voting report ” reveals the results of the firm’s analysis of the voting decisions for the 2025 proxy season (July 1, 2024 – June 30, 2025) and multi-year trends for the 12 largest asset managers—including BlackRock, State Street, and Vanguard—on director elections, shareholder proposals, say on pay, and other key topics. The report also addresses at a high level the impacts ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-25-2026

Corporate Governance: In the News - Articles of Interest (articles published January 17, 2026 – January 23, 2026) Exxon-Backed Coalition Challenges How Companies Account for Emissions — Some Say It Could Stop Them From Decarbonizing | Wall Street Journal House Committee Advances Bill Targeting SEC Public Company Rules | Pensions & Investments Why Corporate Governance ...

Executive Security: State of Play

By Randi Morrison posted 01-22-2026

The Wall Street Journal reported on the significant uptick in focus on executive security measures since the killing of UnitedHealthcare’s CEO in December 2024, which is associated with the following developments and practice trends: Prevalence —The prevalence of S&P 500 companies disclosing executive security-related perks increased 6% year-over-year through the end of fiscal 2024 (based ...

S&P MidCap 400 Board Practices Benchmarking

By Randi Morrison posted 01-22-2026

Spencer Stuart’s 2025 MidCap Board Index revealed the following and other key findings for the S&P MidCap 400 based on the firm’s analysis of proxy statements filed between September 6, 2024 and August 21, 2025: Refreshment tools —Although the average age limits are comparable (~age 74), as compared to the S&P 500 , mid-caps are much less likely to have mandatory retirement policies: ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-22-2026

Corporate Governance: In the News - Articles of Interest (articles published January 19, 2026 – January 22, 2026) Companies are staying the course on ESG — but talking less about it amid “greenhushing” concerns | ESG Dive One year into Trump administration’s second term, ESG work continues | ESG Dive The revolution in governance: How AI will make boards more effective ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-21-2026

Corporate Governance: In the News - Articles of Interest (articles published January 15, 2026 – January 21, 2026) Chancery Rules Workplace Sexual Misconduct Oversight May Form Basis for Shareholders’ Breach of Fiduciary Duty Claims | Law.com (Delaware Business Court Insider) How to Cope With Tariffs | The Corporate Governance Institute Shareholder Activist Behar Says ...

Sustainability Regulation & Compliance: What’s on Deck?

By Randi Morrison posted 01-20-2026

“ 26 Predictions for ’26 for Sustainability Legal and Compliance Professionals ” from Ropes & Gray leverages recent and expected developments in the context of the current macroenvironment to outline the likely near-term sustainability agenda for US and multinational organizations with links to foundational resources. See also Latham’s “ ESG and Sustainability Insights: 10 Things That Should ...

Rule 14a-8 No-Action Letters: State of Play

By Randi Morrison posted 01-20-2026

In this post: “ A (Very) Early Look at No Action Letters under Rule 14a-8 ,” Mayer Brown catalogues the current no-action requests posted on the SEC’s website by status and type with reference to the “reasonable basis to exclude” language provided in the SEC’s November 2025 statement regarding its reduced role in the Rule 14a-8 process. The average length of no-action request letters has declined ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-20-2026

Corporate Governance: In the News - Articles of Interest (articles published January 15, 2026 – January 20 2026) Activist investors do not plan to play nice this year as they eye more corporate fights | Reuters What Are the Jobs Most Exposed to AI? Microsoft Research Has Answers | Fortune Three Ways Chairs Can Enhance Their Board’s Effectiveness to Drive Resilience | World ...

Benchmarking: Executive Security Practices, Governance & Disclosure

By Randi Morrison posted 01-19-2026

According to Pearl Meyer, based on recent poll data , executive security practices and governance are lagging the current threat environment. The October/November 2025 survey of 258 respondents from public, private, and not-for-profit organizations * revealed the following takeaways (among others): Program prevalence — Nearly two-thirds of companies have no formal CEO security program; ...

ISS Publishes Updated FAQs

By Randi Morrison posted 01-19-2026

ISS posted updated FAQs for its Executive Compensation Policies , Non-Compensation Procedures & Policies , Equity Compensation Plans , Peer Groups , and US Cross-Market Policies . Notably in view of the SEC’s recent shift in approach in managing Rule 14a-8 no-action determinations, Question 91 of the Non-Compensation Procedures & Policies FAQs articulates ISS’s approach when a company ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 01-19-2026

Corporate Governance: In the News - Articles of Interest (articles published January 13, 2026 – January 18, 2026) What Davos Signals for Trade, Geopolitics and Business Strategy | Fortune Dine Brands’ Governance Problem Is No Longer Subtle | Forbes Governance 2026: When Risk Moves Faster Than Boards | Forbes American CEOs Push Back on Trump—Mildly | Reuters ...

Vanguard Releases Updated Voting Guidelines

By Randi Morrison posted 01-15-2026

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 01-15-2026

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 01-14-2026

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 01-13-2026

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 01-13-2026

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 01-13-2026

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 01-12-2026

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 01-12-2026

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 01-12-2026

“ 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 01-11-2026

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 01-11-2026

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 01-11-2026

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 01-08-2026

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 01-08-2026

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 01-08-2026

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 ...