'THE DAILY CORPORATE GOVERNANCE REPORT’ (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) Fortune interview with Bayer CEO on diversity initiatives (and much more):?Bill Anderson is CEO of Bayer,?and he was recently interviewed by Fortune?in the latest episode of?its?"Leadership?Next"?series of podcasts, "Bayer CEO Bill Anderson on diversity initiatives, new menopause drugs and how to tame a runaway bureaucracy," Below is from the portion of the transcript on diversity:
? ? ? ? ? ? ? ? ? ? "Fortune: .....(W)ith all the rhetoric going on right now in Washington about anti-DEI and all that, what do you make of that? And what is what do you feel like your role as a leader is to speak out??
? ? ? ? ? ? ? ? ? ? ?Anderson: Yeah. Yeah. I get asked that in town halls and like yesterday. To me it’s actually really simple. For example, diversity is a beautiful thing. Look at New York. Look, I was in Dallas last weekend at church there with my son. Very diverse place. This is the world we live in. So I don’t think we I don’t think we need to have a debate about diversity. Now, let’s talk about inclusion. Okay? Do we all agree that the people around us are worthy of our respect, that they should be included, like, for example, at our company, is it right that everybody, when they come to work, they should feel like, hey, this is their place? They have every bit as much a right to be there as everyone else, to bring the best self to work and to contribute. That’s inclusion. Have I said anything controversial??
? ? ? ? ? ? ? ? ?"Fortune: Well I think, if you said DEI, it evokes certain zero-sum-game totality for a lot of people.?And certainly you’re not you’ve not been in the crosshairs of a Robby Starbuck, for example, where you’re getting tweets saying boycott every product that Bayer makes. I mean that you almost, you must send some fiduciary duty to talk about it differently in this environment, or do you just sort of feel like it’s important to be out there?
? ? ? ? ? ? ? ? ? Anderson: So people who know me would know that when I talk about these topics, I speak about them as I just did. You notice I don’t use an acronym.
? ? ? ? ? ? ? ? ?"Fortune: Because the acronyms are the problem really right now??
? ? ? ? ? ? ? ? ? Anderson: Think about inequity. Equity means very different things to different people. A lot of people say, Oh, equity, that’s kind of like equality that just means, yeah, we should all be equal. All other people say, Oh, equity. Well, that means we have to have equal outcomes. And any time the outcomes aren’t equal, that’s a sign of an embedded racism or sexism. So that’s where the political third rail lies. I tell our folks, Hey, we absolutely stand for having a diverse workplace. Our customers are diverse. If we’re going to understand them, if we’re going to reach them, we’re going to be diverse, too. We benefit from that. We’re going to be inclusive. Anyone who’s excluded. They can’t contribute. That’s not okay. That’s bad for business. All right. But stay away from the acronyms. Let’s focus on, follow the Golden Rule. You know, it doesn’t need to be that hard......."
? ? ? ? ? ? ? (ii) DEI at RBC/report that nearly half of companies are sticking by their DEI policies/WSJ poll of CFOs on DEI:?
? ? ? ? ? ? ? ? ? ? ?(a) Below is from this Globe and Mail article last Tuesday, "How RBC is navigating Trump’s anti-DEI crusade: Committing to inclusion, but less mention of diversity":
? ? ? ? ? ? ? ? ? ? ? ? ? "Facing executive orders designed to crack down on diversity, equity and inclusion practices in the United States, Royal Bank of Canada is trying to walk a tightrope: staying true to core values in these realms, while appeasing a U.S. President who?is hell-bent on eradicating any mention of them.
? ? ? ? ? ? ? ? ? ? ? ? ? ?"To do this, the bank, which is Canada’s largest company by market value?and employs 95,000 people globally, has told staff its executives will not waver in certain respects. In a memo to all RBC employees in February, chief executive officer Dave McKay made one thing clear:?“We must remain committed to building an inclusive workplace.” He also wrote that for RBC to be its best, “we need to attract and retain top talent that reflects the diverse client segments, markets and communities we serve.”
? ? ? ? ? ? ? ? ? ? ? ? ? ?"Over all, though, there wasn’t much mention of diversity and equity, and halfway through the memo he pivoted to acknowledge the elephant in the room: “We also know we need to consider the rapidly changing legal landscape around diversity, equity and inclusion programs, particularly in our second home market,” he wrote, referring to the U.S.......
? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"For now, RBC is trying to balance the competing interests. In the bank’s memo to employees, Mr. McKay told staff there will be a survey in April?“that asks for specific feedback on what you feel is most important to you as an RBCer.” He also promised to gather everyone’s perspective “to help shape how this comes to life.'...."
? ? ? ? ? ? ? ? ? ? ?(b) Below is from last Tuesday's Fortune CHRO Daily Newsletter, "Nearly half of company leaders say they plan to stick with their DEI policies despite the Trump-fueled backlash", with reference to this recent survey, "2025 Inclusion, Equity, and Diversity: C-Suite Survey Report":
? ? ? ? ? ? ? ? ? ? ? ? ? ?"The Trump administration is pushing private companies to dismantle their DEI programs, but many business leaders are still standing by their diversity and inclusion policies, according to a new survey. Around 53% of C-suite leaders?surveyed after the inauguration say the administration’s rhetoric and policies are likely to decrease DEI commitments within the corporate world overall, according to a survey ?from employment law firm Littler conducted in January of 2025. However, 49% say they don’t plan to rollback their own DEI programs, and only 8% admitted to seriously considering making fundamental changes.
? ? ? ? ? ? ? ? ? ? ? ? ? ? "That’s because many companies are taking a “wait-and-see” approach, says Jeanine Conley Daves, employment attorney and member of the firm’s IE&D Consulting Practice. A majority (60%) of respondents say their organization is waiting on further developments?from the new administration, including how the latest guidelines laid out in the recent executive orders will be enforced. Leaders are also likely in talks with their legal teams to ensure they’re not needlessly dropping practices they’ve found to be successful.?
? ? ? ? ? ? ? ? ? ? ? ? ? ?"Despite the increased scrutiny, many companies seem to be taking a measured approach, rather than rushing to end or scale back IE&D efforts,” says Conley Daves. “It makes sense not to make extensive changes to efforts and initiatives that have helped to build a strong company culture.”.....Even though nearly half of companies are standing by their DEI programs, they certainly feel the chilling effect of a presidential administration eager to crack down on diversity and inclusion initiatives. More than half of C-suite leaders (55%) say they are concerned about the risks of lawsuits, additional government actions, and shareholder votes, according to the survey......
? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"Out of the companies that are choosing to roll back their DEI programs, the survey finds the primary concern is external communications and the language used to describe certain initiatives. Around 61% of company leaders who are considering rolling back their policies say they are weighing whether to remove or alter DEI-related language from their websites, proxy statements, or other outward-facing communications. But 52% of these leaders are also considering dropping benchmarks and metrics around certain DEI goals, according to the survey....."
? ? ? ? ? ? ? ? ? (c) At WSJ's CFO Network summit last week, attending CFOs were polled on "whether they thought companies should have diversity and inclusion goals", as reported in this Monday's WSJ CEO Brief Newsletter, "Corporate Attack on DEI":
? ? ? ? ? ? ? ? ? ? ? ?"The attack on corporate diversity policies is one of the most jarring features of the current business environment. In part, it’s driven by the Trump administration, which has made DEI a target. But it’s also fueled by activist?Robby Starbuck, who I interviewed last week at our CFO Network summit. Before Starbuck spoke, the CFOs were polled on whether they thought companies should have diversity and inclusion goals: 68% said yes, and 32% said no......
? ? ? ? ? ? ? ? ? ? ? ? "(T)he question discussed among the CFOs was this: If you believe diversity and inclusion programs are good for your business, how should you respond to the backlash??A three-part answer emerged:
? ? ? ? ? ? ? ? ? ? ? ? ? ? ?-- First, check the legal defensibility of your programs—eliminating, in particular, anything that smacks of a numerical quota. Many of the largest companies have already done this in the wake of the 2023 Supreme Court decision on affirmative action.
? ? ? ? ? ? ? ? ? ? ? ? ? ? — Second, make sure your programs align with the business rationale that led you to institute them in the first place. They should be designed to make the business stronger,?not suit anyone’s political goals....."?
? ? ? ? ? ? ? ? ? ?(d) On the subject of corporate DEI programs, note this Globe and Mail opinion piece on Monday, "If DEI was so successful, firms would not be rushing to dump it" and this NY Times article yesterday, "Working at Anheuser-Busch, I Saw What Went Wrong With the D.E.I. Movement"; as well as these Bloomberg articles last Wednesday, "Salesforce to End Diversity Hiring Targets After Trump Order", and "Victoria’s Secret Abandons DEI Goal for Focus on ‘Belonging’, and this AP article last Friday, "Which US companies are pulling back on diversity initiatives?." ?(And on somewhat related matters, note this Bloomberg opinion piece yesterday, "Shareholder Capitalism Is Back", and this Globe and Mail one today, "Corporate values are at a crossroads. Collaborate or isolate?"
? ? ? ? ? ? ? ?(iii) State Street releases its 2025 global proxy voting policy (featuring changes to its board diversity and director time commitment policies; comparison to similar changes in the 2025 proxy voting policies of BlackRock and Vanguard): State Street, one of the world's largest asset managers (along with BlackRock, the world's largest, and Vanguard), posted on its website last week?its 2025 "Global Proxy Voting and Engagement Policy", and this related stand-alone document, "Summary of Material Changes...."), including in particular changes to its board diversity policy and director time commitment policy. A good summary of this appears in last Monday's TheCorprateCounsel.net blog post, "State Street Updates Global Proxy Voting and Engagement Policy", notably with reference to both Vanguard's 2025 "Proxy voting policy for U.S. portfolio companies" (see item (i)(d) from Feb.4/25) and BlackRock's 2025 "Proxy voting guidelines" (see item (iii)(f) from Jan.7/25). Below are excerpts from the blog post:
? ? ? ? ? ? ? ? ? "On Friday, State Street Global Advisors released an updated Proxy Voting and Engagement Policy?that reflects several significant shifts in approach going into the 2025 proxy season. Similar to recent changes made by Blackrock and Vanguard in their voting policies, State Street has moved away from specific targets regarding board diversity, which,?as this Reuters article?notes, marks a significant shift for the asset manager that launched the “Fearless Girl” campaign in 2017......
? ? ? ? ? ? ? ? ? ?"In last year’s policy, State Street had stated the firm expected boards of companies in major indexes to be 30% female, while S&P 500 companies were also expected to have at least one racial or ethnic minority director.?In the newly-updated policy, these targets are no longer included, and instead State Street notes:
? ? ? ? ? ? ? ? ? ? "Consistent with our belief that companies can benefit from having a diversity of backgrounds, experiences, and perspectives represented on the board,we have refined our approach to evaluating board composition. We believe effective board oversight of a company’s long-term business strategy necessitates that diversity of backgrounds, experiences, and perspectives, which may include a range of characteristics such as skills, gender, race, ethnicity, and age. By having a critical mass of diverse perspectives, boards can benefit from the potential for innovative ideas and more robust conversations about a company’s strategy.
? ? ? ? ? ? ? ? ? ? ? We recognize that many factors may influence board composition, including board size, geographic location, and local regulations, among others. Further, we believe that a robust nominating and governance process is essential to achieving a board composition that is designed to facilitate effective, independent oversight of a company’s long-term strategy. As such, our fundamental belief is that our role is not to be prescriptive, but that nominating committees are best placed to determine the most effective board composition and degree of diverse experiences and perspectives represented in the boardroom."
? ? ? ? ? ? ? ? ? ? "These changes to State Street’s policy track the changes made by the other two members of “The Big Three.”?BlackRock’s updated proxy voting guidelines?for 2025 no longer recommend that boards seek to have at least 30% of their directors be diverse, or indicate the prospect of an adverse voting action if a company does not adequately explain its approach to board diversity,?noting instead that the investor may vote against members of the nominating committee of an S&P 500 company whose board “does not have a mix of professional and personal characteristics that is comparable to market norms.”?
? ? ? ? ? ? ? ? ? ? ?"Vanguard?also softened its approach?to board diversity for the 2025 proxy season, noting now that boards should be?“fit for purpose by reflecting sufficient diversity of skills, experience, perspective, and personal characteristics (such as gender, age, race, and ethnicity) resulting in cognitive diversity.” Vanguard indicates that its funds may vote against a nominating committee chair if a company’s board composition and related disclosure is not consistent with market-specific governance frameworks or market norms......
? ? ? ? ? ? ? ? ? ?"Some other significant changes to State Street’s policy for 2025 include:
? ? ? ? ? ? ? ? ? ? ? ? ?1.?With respect to director time commitments, rather than applying numerical limits on an individual director’s board memberships, State Street now considers “whether companies provide disclosures on how their nominating committees evaluate and monitor individual directors’ time commitments as a whole.”.....
? ? ? ? ? ? ? ? ? Below is the complete section on director time commitments in the 2025?State Street?proxy voting policies:
? ? ? ? ? ? ? ? ? "We believe investors can benefit from transparency over how nominating committees assess their directors’ time commitments and what factors are considered in these decisions. Consistent with our belief that a company’s nominating committee is best placed to determine appropriate time commitments for the company’s directors, we have expanded our disclosure-based director time commitment policy more broadly and consistently across markets and indices. Rather than applying numerical limits on an individual director’s board memberships, we consider whether companies provide disclosure on how their nominating committees evaluate and monitor individual directors’ time commitments."
? ? ? ? ? ? ??(iv) press releases/SEC filing/precedent of the day (employment agreement with new chief accounting officer):
? ? ? ? ? ? ? ? ? ?(a) NYSE-listed, independent investment bank Moelis & Company announced on Feb. 27 in this press release?the?promotion of its Principal Accounting Officer and Corporate Controller to the position of CFO,?as follows:
? ? ? ? ? ? ? ? ? ? "Moelis & Company, a leading global independent investment bank, today announced the?appointment of Christopher Callesano to Chief Financial Officer effective March 31, 2025. Chris succeeds Joseph Simon who will be leaving the Firm following a distinguished 15-year tenure at Moelis. Joe will work closely with Chris and the executive team to ensure a seamless transition over the next three months before joining Wachtell, Lipton, Rosen & Katz as Chief Financial Officer. Chris has been with Moelis since 2010 and currently serves as Managing Director, Principal Accounting Officer and Corporate Controller......."
? ? ? ? ? ? ? ? ? ?(b) NYSE-listed, maker of insulation, roofing, and fiberglass composites for residential and commercial buildings Owens Corning?announced last Tuesday in this press release?the promotion of its General Counsel to the expanded and newly created role of Chief Administrative Officer & General Counsel,?overseeing the HR function,?as follows:
? ? ? ? ? ? ? ? ? ? ? "Owens Corning, a residential and commercial building products leader, today announced that Gina Beredo has been promoted to the newly created role of Executive Vice President, Chief Administrative Officer & General Counsel of the company. In her expanded role, Ms. Beredo will oversee the company's human resources function along with her existing legal, corporate affairs, aviation, and community affairs responsibilities. Ms. Beredo joined the company in June 2021 as General Counsel.......
? ? ? ? ? ? ? ? ? ? ? "(S)aid Brian Chambers, Chair and Chief Executive Officer...."I would also like to thank Paula Russell, Executive Vice President and Chief Human Resources Officer, as she begins her planned path to pursue personal growth opportunities aligned with her passions.....".....Ms. Russell will support a smooth transition of responsibilities through her exit in mid-April."
? ? ? ? ? ? ? ? ? ? (c) Nasdaq-listed, file hosting service Dropbox, Inc. announced last Friday in this Current Report?filed with the SEC the appointment of a new Chief Legal Officer,?as follows:
? ? ? ? ? ? ? ? ? ? ? ? "On March 3, 2025, Bart Volkmer, Chief Legal Officer of Dropbox, Inc. notified the Company of his decision to resign after more than thirteen years with the Company.?Mr. Volkmer’s resignation will be effective on March 28, 2025, following which he will remain available as an advisor to the Company through April to ensure a smooth transition.....
? ? ? ? ? ? ? ? ? ? ? ? ?"The Company’s Board of Directors has appointed William Yoon, the Company’s Vice President, Product Counseling & Privacy, to succeed Mr. Volkmer as Chief Legal Officer, effective March 28, 2025.....Mr. Yoon, 46, has served as Dropbox’s Vice President, Product Counseling & Privacy since 2021, and the Company’s Chief Privacy Officer since 2020. He first joined Dropbox in 2013...."
? ? ? ? ? ? ? ? (d) NYSE-listed Barnes & Noble?Education, Inc. (BNED, one of the largest operators of college bookstores in the H.S., and spun off from the retail bookstore chain in 2015) announced last Thursday in this press release?the appointment of a new General Counsel &Secretary, and a new Chief Accounting Officer, as follows:
? ? ? ? ? ? ? ? ? ? ? "Barnes & Noble Education, Inc.?a leading solutions provider for the education industry, today announced the appointment of?Christopher Neumann?as General Counsel & Corporate Secretary and Gary Luster?as Chief Accounting Officer, effective March 3, 2025. Mr. Neumann joins BNED from Six Flags?— a NYSE listed public company that operates an extensive portfolio of large-scale amusement and water parks across the United States, Canada, and Mexico — where he served as General Counsel & Corporate Secretary......
? ? ? ? ? ? ? ? ? ? ? "Mr. Luster joins BNED with an extensive background in accounting and finance, having successfully led enterprise-wide financial transformations, optimized reporting structures, and implemented robust financial controls to support business growth. His experience across large-scale, multi-location retailers such as TerrAscend, Capri Holdings (which owns Michael Kors, Versace, and Jimmy Choo), Tiffany & Co.,?and the former consumer health division of Novartis gives him unique insights into navigating complex financial operations......"
? ? ? ? ? ? ? ? ? ? In connection with his appointment, the new CAO entered into this Employment Agreement with the company, as summarized in the related Current Report filed with the SEC.
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