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Coalition Aligns with Society Position on Scope 2 GHG Emissions Hourly Matching Approach

By Randi Morrison posted 19 hours ago

Consistent with the Society’s January 2026 member-informed response to the GHG Protocol’s public consultation on updates to its Scope 2 Guidance, a 66-organization coalition urged the GHG Protocol to make hourly matching optional rather than mandatory. See the Society’s consultation response (Question 74 and associated questions), the coalition’s public statement , and a presentation outlining ...

State Street Reports on 2025 Stewardship Activity

By Randi Morrison posted 19 hours ago

State Street’s Stewardship report 2025 reveals these and other noteworthy statistics for calendar year 2025: State Street voted in accordance with management’s recommendations on ~92% of shareholder proposals (based on ~5,300 proposals) and ~82% of management proposals (based on ~212,400 proposals) worldwide. By shareholder proposal category, it voted against management’s recommendations ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 19 hours ago

Corporate Governance: In the News - Articles of Interest (articles published June 8, 2026 – June 9, 2026) Activist Pressure Starts With Underperformance | CFO Costco CEO Ron Vachris’ Career Climb: From Forklift Driver to the C-Suite | Fortune Institutional Investors Raise Governance Concerns Ahead of Potential SpaceX IPO | ESG Dive Rethinking the Right Stuff | Directors & ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 days ago

Corporate Governance: In the News - Articles of Interest (articles published June 4, 2026 – June 8, 2026) Women’s Representation Slipping on Corporate Boards, Equilar Finds | ESG Dive US Worker-Rights Agency Nixes Biden-Era Enforcement Plan, Will Focus on DEI | Reuters What CDP’s Future Means for Mandatory Disclosure | Trellis Justices Validate SEC’s Use of Disgorgement in Securities ...

Directors Want Less Volume, More Insight: Key Findings from Society's New Board Materials Report

By Randi Morrison posted 2 days ago

The Society for Corporate Governance, in collaboration with Board Intelligence, released a new report, Board and Committee Meeting Materials: Insights, Practices, and Practical Guidanc e , offering a comprehensive look at how governance professionals plan meetings, prepare agendas, develop board materials, distribute information, assess effectiveness, and evaluate the role of artificial intelligence ...

Asset Owners vs. Asset Managers: Proxy Voting Divergence

By Randi Morrison posted 2 days ago

A recent report (summary here ) from OxProx, a social venture spun out of Oxford University Innovation, in collaboration with Kaivalya Research, examines differences between how asset managers (AMs)—i.e., all institutional asset management firms—and asset owners (AOs)—including pension funds, sovereign wealth funds, endowments, insurers, and other beneficial owners—voted between July 1, 2024, ...

ICCR Issues Investor Guidance on Executive Compensation

By Randi Morrison posted 2 days ago

ICCR’s newly released report: “ Excessive Executive Compensation: Investor Guidance ,” calls for stronger investor stewardship and oversight of executive compensation practices. Among other things, the report raises concerns about whether excessive executive compensation and widening pay disparities may create broader systemic and economic risks, highlights continued high shareholder support for ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 2 days ago

Corporate Governance: In the News - Articles of Interest (articles published June 1, 2026 – June 7, 2026) US Supreme Court Backs SEC Fight Over Disgorgement Power | Reuters Boards’ New AI Reality: From 100-Page Decks to Corporate Cortex | Board Member Chief Justice Warns AI Is Outpacing Corporate Governance and Board Accountability | Ticker News Even with Gender Quotas, the Glass ...

BlackRock Releases Investment Stewardship Report

By Randi Morrison posted 5 days ago

BlackRock released its Investment Stewardship Annual Report , which captures its proxy voting and stewardship activities for January 1–December 31, 2025. Key takeaways include: Globally, BlackRock supported ~11% of 807 shareholder proposals voted on in 2025. More specifically, BlackRock supported ~20% of governance-related shareholder proposals (89 of 455) and ~1% of proposals related ...

Survey Captures Growing Workplace & Workforce Implications of AI

By Randi Morrison posted 5 days ago

According to Littler’s recently released “ Annual Employer Survey report ,” AI-related workplace policy and regulation surpassed DEI as the area most widely expected to impact businesses over the next 12 months, with 84% of respondents citing AI use in the workplace this year compared to 42% in 2025, while 38% selected DEI this year vs. 84% last year. Respondents also identified workplace data privacy ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 5 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 29, 2026 – June 4, 2026) Awareness and accountability: How boards are approaching AI oversight | Governance Intelligence Investors question ESRS trade secrets exemption, split on ISSB alignment | Responsible Investor NBIM Calls on EU to Allow Companies to Meet ESRS and ISSB Requirements in a Single Report ...

Evolving Board Practices Observed Following SEC Rule 14a-8 Policy Shift

By Randi Morrison posted 7 days ago

This Goodwin post summarizes takeaways from the Weinberg Center’s Fifth Annual ESG and Shareholder Proposals Program , which brought together directors, jurists, advisers, regulators, and other governance participants to discuss ESG in the boardroom and the evolving shareholder proposal landscape. The discussion reportedly suggested that, following the SEC’s reduced role in the ...

Society & NAM Submit Joint Position Paper on ESRS Presentation Flexibility

By Randi Morrison posted 7 days ago

On June 2, the Society and the National Association of Manufacturers (NAM) submitted this joint position paper in response to the European Commission’s consultation on revisions to the European Sustainability Reporting Standards (ESRS). The position paper focuses on targeted amendments relating to the structure and presentation of information within the sustainability statement, including incorporation ...

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 May 11, 2026 – June 2, 2026) Governance Surpasses Environment as Top ESG Reputational Risk, GlobeScan Finds | ESG Dive Trump Administration Plans Appeal After Court Rules IEEPA Tariffs Illegal | Fortune Brazil Shifts from Mandatory to Voluntary Sustainability Reporting | ESG Today Universal Music Group ...

Becoming a Trusted Board Partner

By Randi Morrison posted 8 days ago

The Society and Spencer Stuart are pleased to share new insights building on our joint October 2025 roundtable, “ Elevating Your Partnership with the Board for Greater Strategic Impact ” and associated member benchmarking. As boards face increasing pressure to deliver long-term value and respond to evolving risks, expectations for corporate secretaries are expanding beyond process and ...

Survey Highlights Opportunities to Enhance Board Materials & Practices

By Randi Morrison posted 8 days ago

Nasdaq released its 3rd Annual Global Governance Pulse survey report , based on a November–December 2025 survey of 701 board members, CEOs, executives, and governance professionals across organizations, industries, and regions (76% Americas), capturing perspectives on current corporate governance practices and priorities shaping the year ahead. Among the noteworthy takeaways: ...

SEC Invites Comments on Modernizing IPOs

By Randi Morrison posted 9 days ago

In remarks before Stanford Rock Center for Corporate Governance last week, SEC Chair Atkins indicated that, in addition to recent proposals on semiannual reporting , registered offering reform, and filer status reform , he has charged staff with developing recommendations to modernize the IPO process itself, noting in particular the gun-jumping rules and methods to becoming a public company in ...

SEC Proposes Rescission of Climate Disclosure Rules

By Randi Morrison posted 9 days ago

On May 29, as expected , the SEC issued a proposed rule to rescind its climate-related disclosure rules adopted in March 2024. Stated grounds supporting rescission, which include the absence of statutory authority, are summarized in the release . See the Fact Sheet and these statements from SEC Chair Atkins and Commissioners Peirce and Uyeda . Comments on the proposal are due 60 ...

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 May 22, 2026 – May 31, 2026) ISSB to decide EU alignment status once reporting standards finalised | Responsible Investor SEC proposes rule rescinding Biden-era climate risk disclosures | ESG Dive SEC Proposes Scrapping Climate-Related Disclosure Rules | The Wall Street Journal Cyber Threats Top CEO ...

Society Submits Comment Letter on CARB SB 253 March 2026 Workshop

By Randi Morrison posted 13 days ago

On May 26, 2026, the Society submitted this comment letter to the California Air Resources Board (“CARB”) in response to its March 2026 public workshop regarding implementation of California Senate Bill 253 (“SB 253”), California’s corporate greenhouse gas emissions reporting law. The Society’s comment letter addresses several key implementation issues discussed during the March workshop, including ...

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 May 18, 2026 – May 27, 2026) BP’s Chairman Albert Manifold Unanimously Removed by Board | The Wall Street Journal Lululemon Ends Proxy Battle With Founder Chip Wilson | Reuters BP Ousts Chair Manifold, Citing ‘Serious Governance Oversight Concerns’ | ESG Dive Newsom Signs Order Focused on AI’s Workforce ...

Sustainability Shifts Amid Changing Regulatory and Business Priorities

By Randi Morrison posted 14 days ago

Among the noteworthy data points revealed by Trellis’s “ The State of the Sustainability Profession 2026 ” report are those relating to changes in the sustainability function’s organizational structure, reporting lines, and public messaging in the context of a less sustainability-friendly regulatory and political environment. Down from 30% in 2024 , 18% of sustainability teams report directly ...

Management Reporting to the Board: Cybersecurity

By Randi Morrison posted 14 days ago

“ Cyber-Ready Boards: A Guide to Effective Cybersecurity Briefings for Directors ,” from Bryan Cave Leighton Paisner, provides a high-level outline of topics that may be addressed in board cybersecurity briefings, along with considerations regarding the frequency and structure of those briefings, to support board oversight of cybersecurity risks and incident response preparedness. ...

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 May 19, 2026 – May 24, 2026) How People Actually Get to the C-Suite in S&P 500 Companies | Harvard Business Review ESG and Shareholder Proposals in the Boardroom | Directors & Boards How Mission-Driven Corporations Are Reshaping Corporate Governance | Daily Journal Exxon Blasts Proxy Advisers ...

AI in the Boardroom: Emerging Governance Practices and Risks

By Randi Morrison posted 19 days ago

The Society for Corporate Governance and Nasdaq Governance Solutions released: " AI In and Around the Boardroom: A Tale of 2½ Cities ," summarizing key findings from a collaborative virtual roundtable discussion and benchmarking survey on the evolving use of artificial intelligence in corporate governance and board operations. The discussion, held under the Chatham House Rule, explored how governance ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 19 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 16, 2026 – May 21, 2026) Crypto Mom Hester Peirce’s SEC Tenure Ends Amid Crypto Regulatory Shift | Cryptopolitan Four States Launch Lawsuits Against Proxy Advisor ISS Over ESG Policies | ESG Today ExxonMobil’s Planned Domicile Change Is a Test of the Leopard Paradigm | CLS Blue Sky Blog Global Business ...

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 May 13, 2026 – May 20, 2026) Shareholder Activists Are Changing Tactics for Promoting Sustainability | Corporate Knights DEI experts warn companies rolling back diversity efforts are sacrificing workplace innovation | Fortune US SEC proposes broad offerings, share registration, company reporting rules | ...

SEC Advances Broad Public Company Disclosure and Capital Formation Reforms

By Randi Morrison posted 20 days ago

The SEC proposed significant changes to the public company reporting framework that would streamline filer categories and expand scaled disclosure accommodations for many reporting companies. Under the proposal, released yesterday , the SEC would eliminate the current “accelerated filer” category and move to two primary categories: large accelerated filers and non-accelerated filers. The proposal ...

C-Suite Weighs in on Board Effectiveness

By Randi Morrison posted 21 days ago

Leveraging data from PwC’s annual corporate directors’ survey, " Board Effectiveness: A Survey of the C-Suite " from PwC and The Conference Board reports the results of a fall 2025 survey of 524 public company C-suite executives (including 17% GCs/CLOs) regarding the performance of their boards of directors and, where applicable, compares those views to directors’ perspectives from PwC’s 2025 ...

Vanguard to Expand Investor Choice to all Vanguard US Equity Index Funds

By Randi Morrison posted 21 days ago

Vanguard recently announced plans to expand its Investor Choice program—the world’s largest retail proxy voting choice program (previously reported here , here , and here )—to all Vanguard US equity index funds by the end of 2027, increasing the program’s eligible US equity assets under management to $6.4 trillion and furthering its commitment to give every interested investor a voice ...

Benchmarking: Hotline & Other Incident Reporting

By Randi Morrison posted 21 days ago

NAVEX Global's " 2026 Whistleblowing & Incident Management Benchmark Report ” reveals key benchmarking data from organizations that received 10 or more hotline/incident reports in 2025, consisting of 4,052 of the firm's customers and 2.37 million individual incident reports. The annual report includes data and trends on allegation types, intake methods, anonymous vs. non-anonymous reports, substantiation ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 21 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 11, 2026 – May 19, 2026) Artificial intelligence-related proxy proposals are a small issue but growing concern for institutional investors | Pensions & Investments Investors putting US boards on notice over shareholder proposal omissions | Responsible Investor Second lawsuit challenges new law aimed ...

Chief Legal Officers Increasingly Represented Among NEOs

By Randi Morrison posted 22 days ago

A new report from The Conference Board: “ How the C-Suite Is Evolving: NEO Titles and Compensation at US Public Companies ” documents a significant increase from 2021 to 2025 in chief legal officers/general counsels (“CLOs”) among the Named Executive Officer (NEO) population in Russell 3000 companies—reflecting the largest absolute increase of any non-CFO NEO role over that period. The report attributes ...

Faith/Values Investors Report on Filed Proposals

By Randi Morrison posted 22 days ago

The Interfaith Center on Corporate Responsibility (ICCR)—a coalition of faith- and values-based investors collectively representing over $4 trillion in assets under management—released its “ 2026 Proxy Resolutions & Voting Guide ” (complimentary download, click “Download The 2026 Guide”), which provides information on the 415 ICCR member-sponsored proposals filed for the 2026 proxy season as ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 22 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 14, 2026 – May 18, 2026) Compliance Departments Are Elastic; Boards Are Not | NYU Compliance & Enforcement Blog PayPal Settles US Anti-DEI Probe Into Program Supporting Minority Businesses for $30 Million | ESG Today Letter to the Editor: ESG Distracts Public Companies From Their Real Purpose | ...

All Aboard the Activism Bandwagon—Amplified

By Randi Morrison posted 23 days ago

PwC’s “ The director’s guide to shareholder activism ” indicates that activism remains elevated globally and continues to evolve as a persistent governance issue for boards. Campaign volumes have reached record highs, with the US still accounting for the largest share, with activism increasingly translating into tangible outcomes such as board change, strategic shifts, and CEO turnover. ...

Program Takeaways: AI in the Boardroom

By Randi Morrison posted 23 days ago

We are pleased to share with you key takeaways from our recent structured discussion on AI in the Boardroom, facilitated by Paul Rodel, Society member and Partner at Debevoise, and Matt Kelly, former Counsel at Debevoise. The discussion explored the currently regulatory and litigation landscape, board AI policies and guidelines, board AI education and training, AI disclosure and board/director ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 23 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 12, 2026 – May 17, 2026) Readiness and Risks: Reconfiguring Boardroom Resilience | Financier Worldwide What Apple’s CEO Transition Got Right — and Why Most Boards Overlook This Lesson | Board Member House Democrats challenge FCC DEI probes | USA Today ESRS changes raise interoperability and transparency ...

New Court Decision Highlights AI Governance and Discoverability Risks

By Randi Morrison posted 26 days ago

A recent decision from the US District Court for the Southern District of New York, discussed in this Sidley Austin memo , highlights growing litigation and governance considerations surrounding AI-assisted decision-making. In American Council of Learned Societies v. National Endowment for the Humanities , the court examined the government’s use of ChatGPT in reviewing federal grants ...

General Counsel Role Expands as Risk Coordination Demands Increase

By Randi Morrison posted 26 days ago

Diligent Institute’s “ GC Risk Index 2026: Conducting governance, risk and compliance ”—based on a March 2026 survey of 147 senior legal leaders globally, including general counsel and chief legal officers—highlights the expanding role of GCs in coordinating enterprise-wide governance, risk, and compliance (GRC), along with varied reporting structures and opportunities to review and potentially enhance ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 26 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 13, 2026 – May 14, 2026) New SEC Enforcement Director Promises Focused, Fraud-First Agenda | Find Know Do The Tech Jobs That Are Safe From AI | The Wall Street Journal What the Enforcement Record Says About Timely Disclosure | Corporate Compliance Insights SEC Attuned to Potential Risk in Private ...

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 May 4, 2026 – May 13, 2026) SEC Moves to Scrap Biden Climate Disclosure Rule as Companies Face Patchwork Reporting Risk | ESG News Legendary proxy filer slams SEC attack on shareholder proposals | Responsible Investor Voluntary compliance with California disclosure law won’t move markets, says co-sponsor ...

Cybersecurity Risk Factor Disclosure Trends

By Randi Morrison posted 28 days ago

In this report: “ Cybersecurity Risk Disclosures Rise as SEC Enforcement Recalibrates ,” Intelligize documents a steady year-over-year increase in cybersecurity-related Form 10-K risk factor disclosures from January 1, 2023, through February 28, 2026. Year-to-date, Form 10-K cybersecurity risk factor sections are most prevalent in companies overseen by the SEC Division of Corporation Finance Office ...

Legal & General Maintains Board Diversity Expectations

By Randi Morrison posted 28 days ago

In contrast to the growing trend among institutional investors to eliminate expectations for gender and racial or ethnic board diversity for US company directors (reported, e.g., here , here , here ), Legal & General Asset Management, in its 2026 global diversity principles , continues to explicitly prioritize diversity by indicating it will vote against the nomination committee chair ...

Auditor Change Checklist

By Randi Morrison posted 29 days ago

A scarcely resourced topic, “ Governance Considerations for Replacing External Auditors ” from Debevoise & Plimpton outlines key governance, independence, disclosure, and capital markets considerations for companies navigating an auditor transition. The memo highlights the audit committee’s central role in appointing and overseeing the auditor, the need to evaluate independence under SEC rules, ...

CEO Security Perks Increasingly Prevalent Among Large-Caps

By Randi Morrison posted 29 days ago

Compensation Advisory Partners (CAP) reviewed proxy statement disclosures of 90 US large-cap companies with fiscal years ending between March and November 2025 to understand executive security-related perk practices and trends following the December 2024 fatal shooting of UnitedHealthcare CEO Brian Thompson. The report notes that the upward trend in CEO security perquisites was already underway ...

Corporate Governance: In the News - Articles of Interest

By Randi Morrison posted 29 days ago

Corporate Governance: In the News - Articles of Interest (articles published May 6, 2026 – May 11, 2026) AI Raises the Standard of Board Oversight | Board Intelligence Advisers urge JP Morgan investors to vote to split chair and CEO positions | The Guardian How to reduce DEI programs’ legal risk | HR Dive 2nd Black employee sues IBM over firing allegedly due to anti-DEI bias ...

ICCR Fills EDGAR Gap with Voluntary Exempt Solicitation Tracker

By Randi Morrison posted 30 days 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 30 days 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 30 days 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 05-07-2026

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 05-07-2026

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 05-07-2026

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 05-06-2026

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 05-06-2026

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 05-05-2026

“ 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 05-05-2026

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 05-04-2026

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 05-04-2026

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 05-04-2026

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 05-03-2026

“ 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 05-03-2026

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 05-03-2026

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 04-30-2026

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 04-30-2026

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 04-30-2026

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 04-29-2026

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 04-28-2026

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 04-28-2026

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 04-27-2026

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 04-27-2026

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 04-27-2026

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 04-26-2026

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 04-26-2026

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 , 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 04-26-2026

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 04-23-2026

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 04-23-2026

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 04-23-2026

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 04-22-2026

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 04-21-2026

“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 04-21-2026

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 04-20-2026

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 04-20-2026

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 04-20-2026

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 04-19-2026

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 04-19-2026

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 04-16-2026

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 04-16-2026

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 04-16-2026

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 04-15-2026

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 04-14-2026

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 04-14-2026

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 04-13-2026

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 04-13-2026

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 04-12-2026

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 04-12-2026

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 04-12-2026

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 ...

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