'THE DAILY CORPORATE GOVERNANCE DIGEST' (for public company boards, the C-suite and GCs)

Please see the items below with the related links (NOTE: access to link content may be metered, require a no-charge registration or require a paid digital subscription)

???????(i)?Spencer Stuart with the five top priorities?of?nominating/governance committee chairs/guide for?nom/gov committee charters, with samples:?

?????????(a)?Spencer Stuart?posted in July the results of its?annual survey of nominating/governance committee chairs, "Nominating / Governance Chair Survey 2021 ", based?on a survey of 77 committee chairs?conducted?"to find out what was top of mind" of these chairs. Below is from the table, "Nominating/governance committee priorities", which identifies?the top five 2021 priorities of the committee chairs surveyed, as follows

??????????"Enhancing board diversity?remains a high priority,?but three new priorities joined the top five list, including?today’s top priority for nom/gov committees:?overseeing environmental, social and governance (ESG) initiatives.?Developing a board succession strategy;?enhancing board effectiveness; and?overseeing diversity, equity and inclusion (DE&I)?efforts round out the list...."?

?????????(b) NACD recently posted on its website this?useful guide for nom/gov charters, "Nominating and Governance Committee Charter - Guidance & Examples ", inter alia noting (on p.6) that "in addition to the mandated areas of oversight,?some nominating and/or governance committees opt to add language addressing:

???????????-- Director Compensation

???????????-- Diversity

???????????-- Ethics and Compliance Oversight

???????????-- Risk Oversight

???????????-- Shareholder Relations, and

???????????-- Sustainability"

??????????For each of the above areas, sample disclosure from the charters of such companies as?Clorox?is provided in Exhibit B. Exhibit A includes?complete sample?charters of several companies, including?Chevron. Note also the section on p. 7, "Process for updating."

?????????On the subject of nom/gov committee areas of oversight, note the following from this recent?EY?memorandum posted on its website earlier this month, "What boards should know about ESG developments in the 2021 proxy season ":?

?????????"Nominating and governance committees are usually charged with sustainability matters:?This year 85% of Fortune 100 companies disclosed that a committee of the board oversees environmental sustainability or corporate social responsibility matters,?up from 78%.?The majority (53%) of boards have charged the nominating and governance committee with related oversight responsibilities, though some stress that the full board is also actively overseeing sustainability risks and opportunities.?Companies describe related oversight responsibilities in different ways, commonly using terms such as sustainability, corporate social responsibility, ESG, or environmental, social and community initiatives....."

???????(ii)?the pros and cons of CEO mandatory retirement age policies:?The pros and cons of mandatory retirement age policies for the CEO and other senior executives is debated in this Aug. 1?WSJ?article, "Should There Be a Mandatory Retirement Age for Senior Executives? "?Brandon Cline, Professor of Finance at Mississippi State University’s College of Business, argues in favour of them, while Matteo Tonello, managing director of environmental, social and governance (ESG) research at the Conference Board, argues against them. Below is from the argument against these policies:

???????????"The use of mandatory-retirement policies for corporate executives is on the decline.?In the past few years alone, companies such as?3M Co. , MetLife Inc., and?Merck & Co. have made headlines for decisions to?waive or rescind longstanding internal rules on the matter to retain CEOs beyond the age of 65.?This is a welcome development as it frees the organization of an arbitrary restriction that doesn’t seem to be addressing a real problem.....

???????????"(T)here is no indication that C-suites suffer from an old-age problem?preventing juniors from moving up.?Statistics on the age, tenure and succession rate of executives show that U.S. corporate leadership remains dynamic:?

????????????--?The?average CEO agein the Russell 3000 is 57.8; among larger companies in the S&P 500 it is 58.6.?On average, depending on the index,?CEOs step down between the ages of 60.7 and 62.2, far sooner than when the typical American worker retires (65 years for men and 63 for women, according to recent U.S. Census Bureau statistics). Other C-Suite members tend to be even younger.???

????????????--?The?average tenure of departing CEOs?in the Russell 3000 also has declined, to 7.2 years?in 2020 from 9.3 years in 2017.?Behind the CEO, the CFO is the longest tenured C-suite member, at an average of 5.1 years?(calculated among the top 1,000 companies).??

????????????--?Since 2000, U.S. public companies have been reporting a healthy annual CEO turnover rate of 10%, on average. When other top executive functions (such as chief financial officers and chief operating officers) are taken into account, the annual succession rate has gone as high as 17.5%......

??????????"That isn’t to say individual cases of managerial entrenchment and underperformance due to age don’t exist. But the statistics confirm that?underperforming CEOs are more exposed to scrutiny than ever before, disputing the need to strip directors of their purview of succession planning by setting strict age limits......Whatever the reasons,?it is the board’s job to recognize the need for a forced leadership change and to promptly act on it.?

?????????"Succession planning enables directors to do just that. It should encompass a rigorous and periodic performance-assessment exercise and a set of protocols to execute a smooth transition, including in response to unanticipated events.?Combined with a fair and inclusive leadership-development program,?good succession planning is also the tool to elevate diverse talent and offer equal opportunities for career development. But age in itself shouldn’t play a role in these decisions, let alone in the rigid and thinly veiled discriminatory way of a mandatory-retirement policy."

???????(iii)?Honeywell CEO?(and other prominent CEOs)?on the post-pandemic office/a round-up of?vaccination policies and revised return-to-office plans at major U.S. companies/two HBR posts with advice for returning to the office/Deloitte U.S. CEO on the?future?of work and the hybrid model:?

???????????(a)?The CEOs?of?Honeywell, Ralph Lauren, WW?(formerly?Weight Watchers), medical technology company?Medtronic?and others, are quoted on?the "post-pandemic office"?in this recent?Fortune CFO Daily Newsletter, "There’s still no consensus about how the post-pandemic office will actually work ":

??????????"Most U.S.-based companies are on track to bring their knowledge workers back to the office in September....But there’s still no consensus about how the post-pandemic office will actually work.?That was the topic of conversation at a virtual CEO roundtable?Fortune?held?yesterday, in partnership with?McKinsey?& Co.?Some excerpts here:

??????????"The punch line for us is: I’m not sure what we’re going to do…We want to try to really experience all three again—full work from home, a hybrid environment, and fully back—and then make decisions about what the right outcome is for the company, for employees, and for customers.”??—Darius Adamczyk, CEO,?Honeywell

??????????"We still believe the office is the center of gravity for the company.?And we've been really clear.?Not a center of gravity.?The center of gravity—for inspiration, for training, for learning for collaboration.”??—Patrice Louvet, CEO,?Ralph Lauren

??????????“We came up with this global philosophy of ‘work from wherever’—of course, we have to have two Ws—which really is going to give our employees the ability to decide how to work flexibly.?But we put in some structure with that…When the leaders want to bring teams together, you are required to come in and be together.”??—Mindy Grossman, CEO,?WW

??????????"My anecdotal conversations at all different levels of the company are that people are saying, ‘I forgot how much energy I get from interacting, I forgot there was such a social aspect to work, and I’m missing a lot of stuff because every?Zoom?call is scheduled around a specific topic.’?We are seeing a sentiment change and that's why we're kind of embracing this stuff but letting the details come out over time, as things evolve and play out.”??—Geoffrey Martha, CEO, Medtronic.....

?????????"A couple of the CEOs mentioned tension between factory and service employees who have to show up to work every day versus office workers who can continue to work remotely.?"There are definitely tensions between the folks that have to come to work and the people that have the flexibility to stay home. No doubt about that.”?—Jim Loree, CEO, Stanley, Black and Decker....."

?????????How such companies as?Google, Zillow, Slack?and?Salesforce?are implementing a post-pandemic hybrid workplace to ensure a level-playing field for those working remotely and in the office, see this Aug. 5?NY Times?article, "Will Remote Workers Get Left Behind in the Hybrid Office? "

?????????(b) For a?round-up of major U.S. corporations that are, or are not, mandating vaccinations for employees, see: this Aug. 4?WSJ?feature, "Covid-19 Vaccine Mandates Split Corporate America "; this Aug. 3?NY Times?feature, "After Months of Avoiding the Vaccine Issue, Companies Begin to Mandate ", with reference, inter alia, to the vaccination policies at:?Tyson, Walmart, Microsoft, Amazon, Google, GE, Caterpillar, GM, Walt Disney, Uber, Lyft?and?Cisco;?this Aug. 6?WSJ?article, "United Airlines to Require All U.S. Employees Be Vaccinated Against Covid-19 ", this Aug. 11?WSJ?article that inter alia discusses McDonald's vaccination policy, "McDonald’s, NBC Latest to Revise Office Reopening Plans as Covid-19 Cases Climb "; this Aug. 13?WSJ?article, "AT&T Mandates Vaccination for Management and Face Masks in Most Locations "; this Aug. 13?NY Times?DealBook Newsletter, "C.E.O.s Play Follow the Leader On vaccine mandates, there is safety in numbers "; this Aug. 13?FT?article, "Delta variant drives wave of US employers to mandate vaccines "; and, finally, this?Barron's?article on Friday, "Nearly 25% of Dow Companies Have Mandated Vaccines for Workers ", this latter with reference to such companies as?Cisco Systems, Microsoft, Walgreen Boots, Walmart, Disney, McDonald's, Goldman Sachs, Apple, Boeing, Caterpillar P&G, Intel, iBM?and?3M, among several others).

???????????For?a round-up of revised return-to-office plans?as a result of the delta variant?at several major U.S. companies, among them?Amazon,?BlackRock, Wells Fargo,?and?Prudential, see this Aug. 5?NY Times?article, "Amazon pushes its return to office to January "; this Aug. 5?FT?article, "Wells Fargo and BlackRock delay return-to-office plans "; this?Bloomberg?article, "It’s Chaos on Wall Street as Delta Variant Upends Return ." See also this Aug. 8?NY Times?article, "Companies Thought They Had Plans for Fall. Now They Are Scrapping Them ", with reference to the return-to-office plans of such companies as?Wells Fargo, BofA, Dell, Lyft,?and?Amazon;?this Aug. 6?WSJ?article, "JPMorgan Makes Masks Mandatory to Combat Delta-Variant Spread "; this Aug. 11?WSJ?article, "McDonald’s, NBC Latest to Revise Office Reopening Plans as Covid-19 Cases Climb "; this Aug. 13?WSJ?article, "With Delta Variant on the Rise, Facebook Delays Return to U.S. Offices Until January ";?and these two Aug. 12?NY Times?articles: "4 Different Return-to-Work Approaches " (at?JP Morgan, Delta Airlines, Walmart?and?Microsoft); and "Most Return-to-Office Plans Unchanged, for Now ." From the latter:?

???????????"Even as many tech companies announce delays to their return-to-office dates in the face of the contagious Delta variant,?it appears that most companies’ plans have not yet changed,?according to several weeks of surveys by Morning Consult.....Only 2 percent of those surveyed said their return-to-office date was in October. The number of people who indicated their return date was in November and December rounds to zero. And only 1 percent said that it was in 2022.?“September is still a jumping-off point for workers coming back to work,” said John Leer, economist at Morning Consult. 'The anxieties we’re seeing have not yet trickled down to the broader workplace.'....."

???????????And?finally, note this?Barron's?article from Friday, "The Delta Variant Has More Companies Delaying Office Reopenings ", with reference to such companies as?Chevron, Wells Fargo, BlackRock, Capital One, U.S. Bancorp, Amazon?and?Alphabet/Google.

???????????(c) Two recent?HBR?posts with advice for management on returning to the office. Below is the summary from the Aug. 5 post, "Returning to the Office Will Be Hard. Here’s How Managers Can Make It Easier ":

?????????????"Summary.?The prospect of returning to the office brings up a range of reactions, from relief and excitement to fear and hesitation. Employees’ adaptations during the pandemic increased their sense of perceived safety during a crisis and letting go of those feelings and behaviors won’t be immediate. The authors offer four strategies leaders can use to support their employees and to help ease this transition."

????????????And below is the summary from the Aug. 5?HBR?post, "Has the Delta Variant Disrupted Your Office Reopening Plans? ":

????????????"Summary:?The latest surge in Covid-19 cases generated by the Delta variant is throwing a wrench into plans to have employees return to the office. How can leaders deal with the uncertainty? This article offers six principles: 1) Continue to prioritize employees’ well-being; 2) Be adaptive; 3) Massively step up your communications; 4) Rethink your biases about work; 5) Learn from Zoom natives; and 6) Don’t rush to declare the future."

???????????Note also that today's?WSJ's?Journal Report has a series of articles on?the challenges of the hybrid workplace,?including: "In a Hybrid Office, Remote Workers Will Be Left Behind ", "The Biggest Mistakes Bosses Will Make With Workers Returning After Covid-19 ", and "How to Bridge the Communications Gap in a Hybrid Office ."

?????????(d)?Deloitte U.S.?CEO,?Joe Ucuzoglu,?is quoted in this?CNBC?article from his Aug. 10 "Squawk Box" interview, "Deloitte U.S. CEO says hybrid model should ‘bring best of both worlds’ to meet employees halfway ":

????????????"Deloitte U.S. CEO?Joe Ucuzoglu,?told?CNBC?on Tuesday?the future of work post-pandemic is not a zero-sum game.?"There’s a tension between the desire of some leaders to bring back a preponderance of in-person work and a yearning of many in the labor force to preserve the level of flexibility,” Ucuzoglu said on 'Squawk Box.'?“This is not an all-or-nothing, though, and what we’ve been talking a lot about with respect to a hybrid model is bringing to life the best-of-both-worlds models.”?

???????????"Ucuzoglu said?while there are times when it is vital to be co-located with colleagues and customers, people can still be productive while working remotely.?″There is ample opportunity to retain a healthy dose of that flexibility and to mix the best of both going forward, and you’re going to see some agility here,” said Ucuzoglu, who leads the global professional services firm’s U.S. organization. “We’re in the early innings. This is a fundamental reshaping of the way that society goes about work and integrating that into life.”........

????????????"Ucuzoglu said policies such as vaccine mandates are still a “mixed bag.” Employers are concerned about the adverse impact that vaccine requirements may have on certain workers refusing to get the shot, he said, but they also recognize that many employees want the mandates in order to feel safe in returning to the office.....Ucuzoglu said?a “very large proportion” of the company’s employees are yearning to come back to the office and be with their colleagues.?However, he said,?return-to-office plans will be a gradual process?with employees acclimating at a pace they’re comfortable with.

???????????"There is a realization with the delta variant surging that Covid will probably be with us for some time. It’s not going to go away cleanly on some specific date,” he said, which means?companies are tasked with trying to create?“the environment in which the vast majority of your people will feel confident getting back together and co-locating.”

???????(iv)?SEC approval of Nasdaq's board diversity rule for listed companies:?As widely reported in the business press, on Aug.6 the SEC??approved in?this regulatory release ?Nasdaq's proposed new?board diversity listing rule , which note includes??a "complementary Nasdaq proposal that establishes a system to provide certain Nasdaq-listed companies with one year of complimentary access to a board recruiting service, providing access to "a network of board-ready diverse candidates for companies to identify and evaluate."?

?????????The?new rule is described in?this statement? of SEC Commissioner Elad L. Roisman, as follows:

?????????"Today, the Commission approved rule changes proposed by The Nasdaq Stock Market LLC relating to board?diversity?One will offer certain listed companies free access, for a limited time, to a board recruitment service with access “to a network of board-ready diverse candidates.?The other will “require each Nasdaq-listed company, subject to certain exceptions, to publicly disclose in an aggregated form, to the extent permitted by applicable law, information on the voluntary self-identified gender and racial characteristics and LGBTQ+ status of the company’s board of directors."

??????????"It will also “require each Nasdaq-listed company, subject to certain exceptions, to have, or explain why it does not have, at least two members of its board of directors who are Diverse, including at least one director who self-identifies as female and at least one director who self-identifies as an Underrepresented Minority or LGBTQ+.”?Failure to comply could eventually, after a specified period, subject companies to delisting....."

??????????Nasdaq has posted?this updated guidance ?on the new rule, as well as this?series of FAQs. ?Note that?this Exhibit 3 ?to the new Nasdaq rule contains the?form of board?diversity matrix?that companies must use to report, (including one that may be used by?Foreign Private Issuers:?see paragraph 5),?as well as a?number of definitions, including:

????????????"LGBTQ+:?A person who dentifies as any of the following: lesbian, gay, bisexual, transgender or as a member of the queer community.

???????????

???????????As regards?the application of the rule to Canadian companies that are "Foreign Private Issuers", according to a Davis Polk memo:

???????????"Foreign issuers, including foreign private issuers and foreign issuers with principal executive offices located outside the U.S., must have at least?two?board members who are female or have (i) one female director and (ii) one director is LGBTQ+ or an “underrepresented individual” in their home country jurisdiction."

???????????Note that SEC Commissioners Elad L.?Roisman and Hester M. Peirce both expressed their opposition to the board diversity rule in?their?respective public?statements?on the rule (here ?and?here ). For a recent?interview with?Nasdaq?CEO Adena Friedman in which she, inter alia, discusses the new rule, see?this?Aug. 3?Fortune?article .

??????????

?????????(v)?Credit Suisse appointment of new chief risk officer and new chair of its risk committee/bonus claw backs in wake of risk management failure related to Archegos Capital Management/report on the Archegos Capital Management risk management failure by the Credit Suisse Special Committee/press releases of the day:?In the wake of the?colossal risk management failure by?Credit Suisse Group AG?in its relationship with?Archegos Capital Management,?resulting in a $5.5 billion loss,?Credit Suisse?announced on July 27/21?in?this press release ?the appointment of a Chief Risk Officer,?as follows:

?????????"Credit Suisse Group AG today announced?the appointment of David Wildermuth as Chief Risk Officer and a member of the Executive Board of Credit Suisse Group as of February 1, 2022 at the latest.?David Wildermuth joins Credit Suisse from Goldman Sachs. He is a 34-year banking veteran, bringing extensive experience in risk management and in-depth knowledge of the financial services industry. David will be based in Zurich and?will report directly to Group Chief Executive Officer Thomas Gottstein.?Joachim Oechslin will continue to serve as ad interim Chief Risk Officer until David joins. After the handover to David, Joachim will reassume – as agreed already in early April – a senior role as Strategic Advisor to the Group CEO......"

?????????????Two days later, Credit Suisse released its Q2/21 financial results reporting?a $5.5 billion loss due to its relationship with?Archegos Capital Management,?and on the same day, as announced in?this press release , released this 165-page report,?the?"Credit Suisse Group Special Committee of the Board of Directors report on Archegos Capital Management ",?based on the independent investigation by external counsel?commissioned by the Credit Suisse Board and supervised by the?Special Committee of the Board.?

????????????The findings of the report have been widely reported on in the business media, including in this?Bloomberg?article, "Credit Suisse Claws Back Pay as It Faults Staff for Archegos " (For a very interesting discussion of the report, see Matt Levine's July 29?Bloomberg?Money Stuff column, "Archegos Was Too Busy for Margin Calls "; for the "key takeaways", see this?WSJ?article,?"Credit Suisse Archegos Report: What You Need to Know ").?Below is from the Credit Suisse?press release ?announcing the release of the report:

?????????????"Over the past months, at the direction of the Board of Directors, Paul, Weiss, Rifkind, Wharton & Garrison LLP and its expert advisors?conducted a comprehensive review of Credit Suisse’s relationship with Archegos following the US hedge fund’s default on March 25, 2021.?The review consisted of more than 80 interviews with current and former Credit Suisse employees as well as the collection of more than 10 million documents and other data.

????????????"Among some of the key conclusions, the investigation found a failure to effectively manage risk in the Investment Bank’s Prime Services business by both the first and second lines of defense as well as a lack of risk escalation. In the same business,?it also found a failure to control limit excesses across both lines of defense as a result of an insufficient discharge of supervisory responsibilities in the Investment Bank and in Risk, as well as a lack of prioritization of risk mitigation and enhancement measures?(such as dynamic margining).

???????????"However, the investigation also found that this was not a situation where the business and risk personnel engaged in fraudulent or illegal conduct or acted with ill intent.?Nor was it one where the architecture of risk controls and processes was lacking, or the existing risk systems failed to operate sufficiently to identify critical risks and related concerns.

????????????"António Horta-Osório, Chairman of Credit Suisse, said:?"While the bank has already taken a series of decisive actions to strengthen the risk framework, we are determined to learn all the right lessons and further enhance our control functions to ensure that we emerge stronger. We are committed to developing a culture of personal responsibility and accountability, where employees are, at heart, risk managers; know exactly what they must do; escalate any concerns; and are responsible for their actions. Such a culture is of critical importance and, by working relentlessly on this goal, we can create lasting change and value for both clients and shareholders."..........

????????????????"A key aspect of the overall review considered individual accountability, with subsequent actions taken on 23 individuals. These actions include termination of employment (nine individuals) and severe monetary penalties totaling approximately USD 70 mn in the aggregate via compensation adjustment tools encompassing up to 100% malus (the cancellation of outstanding deferred awards) and some clawback (the recovery of previously paid amounts). The bank will provide a full accounting of the implicit and explicit compensation consequences for the Archegos incident in the Compensation Report after the close of the year......."

?????????And last Friday, as?reported?in this?FT?article, "Credit Suisse brings in former UBS executive to head risk committee ", Credit Suisse announced in?this press release ?the appointment of two risk experts to its board,?including a new Chair of its Risk Committee, as follows:

??????????"The Board of Credit Suisse announced today the nomination of?Axel Lehmann and Juan Colombas for election to the Board at an EGM of Credit Suisse Group AG to be held on October 1, 2021. Subject to their elections,?the Board intends to appoint Axel Lehmann as Chair of the Risk Committee,?succeeding Richard Meddings, who has held this role on an ad interim basis in addition to being Chair of the Audit Committee.....

??????????"Axel Lehmann is a seasoned financial services leader?with a wealth of experience in risk management,?operations and business leadership. He was most recently a member of the Group Executive Board of UBS Group AG.....Between 2009 and 2015, Axel Lehmann served as a non-executive director and a member of the Risk Committee of UBS Group AG.....Juan Colombas has been a non-executive director and member of the Audit and Risk Committees at ING Group since 2020.....

???????(vi)??Activision Blizzard CEO's apology to employees/the?latest example?of employee activism/press release of the day: In the face of the threat of an employee walkout?in?protest over the company’s responses to a sexual discrimination lawsuit,?Activision Blizzard's CEO,?Bobby Kotick,?apologized in a letter to all employees?reproduced in this?July 27 press release . The circumstances leading up to the apology are described in this?WSJ?article on July 28, "Activision Blizzard Details Steps to Address Workplace Sexual Harassment Ahead of Planned Walkout ":

?????????"Activision Blizzard Inc.?late Tuesday said it had hired a law firm to investigate complaints of sexual harassment in the workplace, hours before a planned employee walkout over the company’s reaction to allegations made in a recent lawsuit....The suit,?which was filed by California’s Department of Fair Employment and Housing last week,?accuses the largest U.S. videogame publisher by market value of paying female employees less than their male counterparts and providing them with fewer opportunities to advance. It also alleges that Activision ignored complaints by female employees of blatant harassment, discrimination and retaliation.

????????????"Activision is fighting the charges. It previously said the lawsuit includes distorted, and in many cases false, descriptions of its past.....More than 3,000 current and former employees digitally signed a letter to leaders of Activision?that was viewed by The Wall Street Journal?in which they called the company’s response to the lawsuit “abhorrent and insulting.” The letter also called for immediate action 'from the highest level of our organization'......"

????????????Below are excerpts from the press release?with the CEO's apology:

?????????????"This has been a difficult and upsetting week.?I want to recognize and thank all those who have come forward in the past and in recent days. I so appreciate your courage. Every voice matters - and we will do a better job of listening now, and in the future.?Our initial responses to the issues we face together, and to your concerns, were, quite frankly, tone deaf.?

????????"It is imperative that we acknowledge all perspectives and experiences and respect the feelings of those who have been mistreated in any way. I am sorry that we did not provide the right empathy and understanding.?Many of you have told us that active outreach comes from caring so deeply for the Company. That so many people have reached out and shared thoughts, suggestions, and highlighted opportunities for improvement is a powerful reflection of how you care for our communities of colleagues and players – and for each other. Ensuring that we have a safe and welcoming work environment is my highest priority.?The leadership team has heard you loud and clear.?We are taking swift action to be the compassionate, caring company you came to work for and to ensure a safe environment.?There is no place anywhere at our Company for discrimination, harassment, or unequal treatment of any kind.?We will do everything possible to make sure that together, we improve and build the kind of inclusive workplace that is essential to foster creativity and inspiration.

????????????"I have asked the law firm WilmerHale to conduct a review of our policies and procedures to ensure that we have and maintain best practices to promote a respectful and inclusive workplace.?This work will begin immediately.....We encourage anyone with an experience you believe violates our policies or in any way made you uncomfortable in the workplace to use any of our many existing channels for reporting or to reach out to Stephanie. She and her team at WilmerHale will be available to speak with you on a confidential basis and can be reached at......Your outreach will be kept confidential. Of course, NO retaliation will be tolerated.?We are committed to long-lasting change.?Effective immediately, we will be taking the following actions:?(Note: 5 specific actions are described)....."

???????????Note that notwithstanding the CEO's apology, the next day, as threatened,?Activision Blizzard?employees?demonstrated,?as reported in this?Bloomberg?article, "Activision Blizzard Employees Strike, Fans Call for Boycott ":

??????????"Hundreds of people showed up Wednesday outside an office of Activision Blizzard Inc.?in Southern California to demonstrate their support of a sexual harassment lawsuit and to protest the video game maker’s insufficient response.?Employees and other demonstrators gathered on the sidewalks at the corporate campus of Blizzard Entertainment, the maker of Diablo and Warcraft games that was at the center of the lawsuit filed by a California state agency.?

???????????"Refreshments and a food truck were on hand at the scene in Irvine, California, as passerbys in cars honked their horns and protesters chanted, “Every voice matters.” One called for the firing of Bobby Kotick, the Activision Blizzard chief executive officer, an attendee wrote on Twitter.?Elsewhere online,?fans sought to organize a boycott of Activision games in solidarity with employees. “You can support #ActiBlizzWalkout by not playing their titles,” Twitter user Shannon wrote. The?post?garnered more than 2,300 retweets and over 5,000 likes. In the comments, other users suggested not logging into games or uninstalling them......"

??????????Commentary?on?this latest example of "employee activism"?in this?NY Times?article, "Activision, Facing Internal Turmoil, Grapples With #MeToo Reckoning ":

???????????"More than 1,500 workers for the video game maker Activision Blizzard walked out from their jobs this week. Thousands signed a letter rebuking their employer. And even as the chief executive apologized, current and former employees said they would not stop raising a ruckus....Now?the actions at Activision may signal a new phase, where a critical mass of the industry’s own workers are indicating they will no longer tolerate such behavior.?“This could mean some real accountability for companies that aren’t taking care of their workers and are creating inequitable work environments where women and gender minorities are kept at the margins and abused,” said Carly Kocurek, an associate professor at the Illinois Institute of Technology who studies gender in gaming....."

??????????Note also that, as reported in this?WSJ story on Aug. 4, "Activision Blizzard’s Self-Inflicted Wounds May Not Heal Quickly ",?among the?repercussions of the above was a 13% loss in the company's market value, and the announcement in this Aug. 3?press release? that two senior executives were leaving the company.

???????(vii)?BHP's response to press speculation of a major?divestiture/M&A press releases of the day/M&A?precedent of the day?(Aon/Willis Towers Watson merger termination agreement):?

??????????(a)?In response to press speculation regarding its oil and gas business?over the weekend,?BHPtoday issued?this press release? stating as follows:

?????????????"BHP notes the recent press speculation regarding our Petroleum business. As previously stated, BHP regularly reviews its portfolio of assets in order to seek opportunities to maximise long-term shareholder value.?BHP confirms that we have initiated a strategic review of our Petroleum business to re-assess its position and long-term strategic fit in the BHP portfolio. A number of options are being evaluated. One option is a potential merger of the Petroleum business with Woodside Petroleum Ltd.?and a distribution of Woodside shares to BHP shareholders.?

????????????"We confirm that we have been in discussions with Woodside.?While discussions between the parties are currently progressing,?no agreement has been reached on any such transaction.?A further announcement will be made as and when appropriate."

??????????(b) On July 26/21,?Willis Towers Watson?and?Aon plc?jointly announced in?this press release ?that they had?agreed to scrap their $30 billion proposed merger?initially agreed to pursuant to the terms of this March 9/21?Business Combination Agreement , in the face of a lawsuit by the U.S. Department of Justice to block the merger,?with Aon agreeing to?pay?a?$1 billion "reverse" (break)?termination fee?to?Willis Towers Watson,?as follows:

??????????"Aon plc and Willis Towers Watson announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ).?The proposed combination was first announced on?March 9, 2020.....In connection with the termination of the business combination agreement, Aon will pay the?$1 billion?termination fee to?Willis Towers Watson,?Willis Towers Watson's?proposed scheme of arrangement has now lapsed, and both organizations will move forward independently. Both firms will provide further financial updates and outlooks on their respective Q2 2021 earnings calls, which take place on?July 30?for Aon and?August 3?for?Willis Towers Watson."

???????????This is the?Termination Agreement? entered into by the two parties to the proposed merger. Note that on the same day as the termination announcement,?Willis Towers Watson,?the recepient of a?$1 billion "reverse" (break)?termination?fee as mentioned above,?announced in?this press release ?that?its board had?approved an increase of $1 billion to its existing share-repurchase program,?while?Aon?announced in?this press release ??that?it?had extended?the employment contracts of each of its CEO and CFO?for an additional three years,?under?this?Amendment to Employment Agreement ?and this?Amendment to Employment Agreement, ?respectively, filed with the SEC as exhibits to?this Form 8-K .

???????(viii) (other)?press releases of the day:

???????????(a)?National Bank of Canada?announced?on Aug. 11 in?this press?release ?a?CEO succession,?as follows:

??????????????"Louis Vachon, President and Chief Executive Officer of National Bank of?Canada, announced his intention to retire?October 31, 2021,?after nearly 15 years in the role.?Concurrently, the Board of Directors announced that?Laurent Ferreira, Chief Operating Officer, will succeed him as President and Chief Executive Officer,?effective?November 1, 2021,?in accordance with the Bank's succession plan....."

???????????(b)?Wells Fargo & Co. announced on?August 10 in?this press release ?a?chair succession,?as follows:

?????????????"Wells Fargo & Company today announced that?Charles H. Noski will retire as chairman and a member of Wells Fargo’s Board of Directors. Noski has stepped down as chairman, and he will remain as a director until he retires on Sept. 30, 2021, to facilitate the transition of the chairman role.?Noski has served as a director since June 2019 and as chairman since March 2020. Noski previously served as chair of the board’s Audit Committee and, until today, as chair of its Governance and Nominating Committee.

??????????????"The board has elected Steven D. Black as chairman, effective immediately.?Black has over 45 years of financial services experience with some of the largest financial institutions in the world and has served as co-CEO of Bregal Investments, a private equity firm, since September 2012.?The board also appointed Wayne M. Hewett to serve as a member and as chair of the Governance and Nominating Committee....."

???????????(c)?The Procter & Gamble Company?announced on July 29 in?this press release ?the promotion of its COO to the position of?President and CEO,?with the?current CEO becoming the?Executive Chairman, as follows:

??????????"The Procter & Gamble Company announced today that?Jon R. Moeller, Vice Chairman and Chief Operating Officer, will succeed David Taylor as Procter & Gamble’s President and Chief Executive Officer, effective November 1, 2021. Mr. Moeller has been appointed to the Company’s Board of Directors. On November 1, 2021, David Taylor will become Procter & Gamble’s?Executive Chairman.?In this role, Mr. Taylor will lead the Board of Directors, and provide advice and counsel to the CEO and P&G leadership on Company decisions....

????????????"In addition,?Shailesh Jejurikar has been elected Chief Operating Officer,?effective October 1, 2021. Mr. Jejurikar will report to Mr. Moeller and his successor will be announced at a later date.?He currently serves as the Chief Executive Officer of the Company’s Fabric & Home Care sector,?P&G’s largest business unit......"

???????????The?compensation arrangements for both the new CEO and new COO?are disclosed in?the related Form 8-K? filed with the SEC.

?????????(d) Asset manager?T. Rowe Price Group?(with over $1.6 trillion in assets under administration) announced on July 29 in?this press release ?a "CEO succession plan" and "key leadership transitions" (including?the?appointment?of a new CFO), as follows:

????????????"T. Rowe Price Group?today announced that?Bill Stromberg, chair of the Board of Directors, chief executive officer, and chair of the firm's Management Committee, will retire from his roles at the company on?December 31, 2021, after 35 years at the firm.?He will continue to serve on the Board as non-executive chair.

?????????????"CEO Succession Plan:?Effective?January 1, 2022,?Rob Sharps, T.?Rowe Price's?current president, head of Investments, group chief investment officer (CIO), and a member of the firm's Management Committee, will succeed Mr. Stromberg. Mr. Sharps will become president and CEO and take over as chair of the Management Committee. He will also join the Board of Directors at that time.......

?????????????"Additional Key Leadership Transitions.?Additionally,?T.?Rowe Price?today announced the following leadership transitions:

??????????????"Céline Dufétel, chief operating officer (COO), chief financial officer (CFO), and treasurer, will be stepping down from her roles, effective?July 31, 2021, to assume a leadership position with a fintech company.?She will serve in an advisory role with T.?Rowe Price?until?August 31, 2021, to ensure a seamless transition.?Jen Dardis, currently head of Finance, will become CFO and treasurer?and join the Management Committee, effective?August 1, 2021.?Ms. Dufétel's COO responsibilities will transition on an interim basis to?Robert Higginbotham, a member of the firm's Management Committee?and head of Global Distribution who also has oversight responsibility for Global Product....."??

??????????(e)?American International Group, Inc.?(AIG)?announced in?this press release ?on July 29 the?appointment of a Chief Risk Officer, as follows:

?????????????"American International Group, Inc. today announced that?Sabra Purtill has been named Executive Vice President, Chief Risk Officer.?Based in New York,?Ms. Purtill will report to President and Chief Executive Officer, Peter Zaffino,?and will join the AIG Executive Leadership Team.?Ms. Purtill has been serving as interim Chief Risk Officer?for AIG since February 2021......As Chief Risk Officer, Ms. Purtill will oversee AIG’s corporate risk management strategy on an enterprise-wide basis?as AIG continues to strengthen its culture of underwriting excellence with an appropriate risk appetite while adjusting to a dynamically changing environment, including emerging climate, cyber and other fast-evolving risks. Prior to accepting this role, Ms. Purtill served as AIG’s Deputy Chief Financial Officer overseeing Treasury, Rating Agency Relations, Investor Relations and Corporate Development......"

???????????(f)?Lockheed Martin Corp. announced on Aug. 3 in?this press release ?a "CFO transition"?following the current CFOs sudden retirement for "personal reasons", as follows:

??????????????"Lockheed Martin?announced today that?Chief Financial Officer (CFO)?Kenneth R. Possenriede?has decided to retire immediately due to personal reasons.?John W. Mollard, vice president and treasurer, has been appointed?acting CFO,?effective immediately. In his almost four decades at Lockheed Martin, Mollard has held several positions of increasing responsibility within the Finance and Business Operations team, including the past five years as the corporate treasurer......"

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