'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)? **?ICD/TMX Group new guidance and recommended principles for corporate governance in Canada/roundup of?other leading governance guidelines, principles, codes and frameworks:?

???????????(a) As reported in this?National Post?article, "Boards must look beyond the share price for CEO to navigate today's challenges, report urges", and in this?Globe and Mail?article, "Corporate boards should aim for 40% women, 30% diverse directors, report says",?last Thursday?the?Institute of Corporate Directors?(ICD) and the?TMX Group?jointly released this (117-page) report, "Charting the Future of Canadian Governance: A Principled Approach to Navigating Rising Expectations for Boards of Directors." As noted in the Introductory section of the report:

?????????????"(T)he Institute of Corporate Directors and TMX Group Limited convened?a diverse committee of 13 leading corporate directors?from across the country in the fall of 2020.?The committee was tasked with assessing the state of corporate governance in Canada and providing guidance for strengthening Canada’s governance practices, ensuring Canadian boards are well equipped to meet rising expectations.?This guidance is applicable for companies and organizations of all types and sizes,?from coast to coast to coast."

????????????The report covers the following nine governance topics, each discussed in a separate chapter:

??????????????"Chapter 1?Engaging with All Relevant Stakeholders?

??????????????Chapter 2??ESG and Climate Change to the Fore?

??????????????????Chapter 3?High-Quality Strategy for a Multi-Stakeholder World

??????????????Chapter 4?Raising the Bar on Risk Management

??????????????Chapter 5?More Meaningful Performance Measurement and Reporting?

??????????????Chapter 6?A Changing World Needs a New Kind of CEO?

??????????????Chapter 7?Fresh Challenges for High-Performing Boards?

??????????????Chapter 8?Overseeing Both Culture and Conduct?

??????????????Chapter 9?Navigating Tensions and Trade-Offs"

????????????Each chapter concludes with a set of principles?related to the governance topic discussed in the chapter, and?all these principles are conveniently grouped together?in the Executive Summary section under, "Recommended Principles" (at pp. 19-26). Below is the set of principles from Chapter 3:

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?????????????"Principles for the board’s role in strategy:

??????????????--?Directors should use their experience and expertise to offer guidance to management as it devises and implements the company’s strategy.

??????????????-- Assess the appropriateness of trade-offs in corporate decisions with a view to satisfying both shareholders and relevant stakeholders to produce shared success.

??????????????-- Assess the appropriateness of the allocations of talent, technology, capital, and other resources to achieve the outcomes expected by shareholders and stakeholders from the company overall as well as from each business unit.

?????????????-- Regularly consider whether the corporate strategy is aligned with the company’s stated purpose or goals and aspirations. Approve adjustments to them as circumstances change.

??????????????-- In order to determine if management’s assumptions are valid, periodically test the corporate strategy against a plausible range of future scenarios through scenario planning exercises in close co-operation with management. If they are not, consider changes in strategy to respond to new or emerging realities.

??????????????-- Where appropriate and at least once a year, approve the strategy and related allocations of investment and resources to ensure they reflect the company’s purpose or goals and expected benefits to stakeholders.

??????????????-- Determine whether the company’s performance measurement systems and processes provide clarity on the drivers and outcomes of the company’s performance in achieving its purpose or goals and meeting the value creation expectations of its shareholders and stakeholders."

??????????(b) As a supplement to (a) above and for convenience, below are links to?other prominent?corporate?governance?principles, codes,?guidelines?and frameworks:

???????????????--?The Future of the American Board Report: A Framework for Governing into the Future?by the National Association of Corporate Directors (NACD), and?based on a revision of its?Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies?(see item (iv) from Oct. 5/22)

??????????????--?Voluntary code of conduct for directors?by?UK's Institute of Directors (IoD) to?supplement?UK corporate law and?the current?UK Corporate Governance Code?(see item (iii) from June 23/22)

??????????????--?"360o Governance: Where Are The Directors In A World In Crisis??by the?Rotman School of Management containing a set of 13 corporate governance guidelines (see items (i) and (ii) from Feb.23/21).

???????????????--?Common Sense Principles of Corporate Governance 2.0?(signed?by?over twenty prominent executives, representing some of America’s largest corporations, pension funds and investment firms,?including among other noteworthy individuals, Warren Buffett, Jamie Dimon and Larry Fink)

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?????????????--?Principles of Corporate Governance?by the Business Roundtable

?????????????--?Corporate Governance Principles For US Listed Companies?by the?Investor Stewardship Group?(ISG)

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?????????????--?G20/OECD Principles of Corporate Governance?(Note that?the?OECD Corporate Governance Committee is currently?reviewing?these Principles, and has identified "10 priority areas for review", including:?The management of environmental, social and governance (ESG) risks;?Executive remuneration;?The role of board committees;?Diversity on boards and in senior management; and?Crisis and risk management)

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?????????????--?The New Paradigm??prepared by Martin Lipton for the International Business Council of the World Economic Forum, as?updated

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?????????????--?Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies?by NACD

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?????????????--?NYSE: Corporate Governance Guide

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?????????????--?UK Corporate Governance Code

??????????????--?ICGN?Global Governance Principles

????????(ii)?Apple's note on allowing employees to speak out about harassment and discrimination/Apple board oversight: As reported in this?FT?article last Friday, "Apple to end employee gagging clauses after activist campaign", and in this?MarketWatch?article today, "Apple agrees to let workers speak out about harassment and discrimination", last Friday?Apple?posted on its?website?this report,?overseen and approved by the Nominating and Corporate Governance Committee, "Our Commitment to an Open and Collaborative Workplace" (which note, refers to?Apple's Aug./22 "Business Conduct Policy"). Below is from the?MarketWatch?article with some background to the report:

??????????"Apple Inc. is promising to limit its use of nondisclosure agreements and clarifying its policies on employees’ right to speak out in cases of discrimination and harassment after shareholders pressured the company about its practices.?Apple?on Friday released a report on its use of concealment clauses after 50.4% of the company’s investors approved a shareholder proposal?for such a report in March......?

?????????"Apple hired outside counsel to review and evaluate its policies as it prepared the?report?which can be found on its investor-relations website.?According to the report, outside counsel confirmed the tech giant’s policies are sound and?“the risks to Apple are low,”?but Apple committed to avoid silencing employees related to specific conduct....."

????????Below is from the?FT?article:

????????"Apple has agreed to drop all employee gagging clauses related to workplace harassment?in a win for shareholders and activists who had pressured the iPhone maker’s board to investigate following a worker uprising called Apple Together.?The pledge comes after independent counsel found instances in which the $2.3tn company may have restricted employees from speaking out on sensitive issues related to discrimination and abuse.?

????????"In a note published this week called “Our Commitment to an Open and Collaborative Workplace”, Apple said it is committed to?“a safe, inclusive and respective work environment” and that “employees have the right to speak freely about their workplace conditions”.?The tech giant said provisions that might bar?“a person’s ability to speak about [unlawful] conduct”?were only found in“limited instances”, and that it “committed to not enforce those restrictions and to make improvements and clarifications going forward”....."

????????Below is from the Apple report itself,?in particular with respect to "board oversight":

?????????"At Apple, our commitment to a safe, inclusive, and respectful work environment is backed by a comprehensive policy that forbids harassment and discrimination. We believe open and honest communication among team members, managers, and leaders helps create a collaborative culture where everyone can contribute, grow, and succeed.?Our policies are clear that employees have the right to speak freely about their workplace conditions, including harassment and discrimination, and we offer a range of resources for employees to address questions and report concerns.......

?????????"In 2022, shareholders representing a majority of Apple shares requested a report “assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts.....The report below describes Apple’s policies and practices, our efforts to improve and clarify those policies and practices,?and our assessment of the risk to the company requested by the proposal.?The preparation of this report was overseen and approved by the Nominating and Corporate Governance Committee of our Board of Directors.....

?????????I.?Our policies:?Apple’s?Business Conduct Policy,?which is publicly available on our website, sets out Apple’s expectations regarding confidentiality of unreleased products and non-public business information, and provides that, “You are permitted to speak freely about your wages, hours, and working conditions, including information about harassment, discrimination, or any other conduct you have reason to believe is unlawful, and nothing in this Policy, or any Apple policy, should be interpreted as being restrictive of your right to do so.”.....

????????IV.?Outside Counsel Review: ......The review covered employees and independent contractors in the U.S. and globally, spanning jurisdictions that are home to roughly 96% of Apple’s global headcount.?Outside counsel confirmed that it is Apple’s global policy not to restrict employees’ or independent contractors’ ability to speak freely about harassment, discrimination, or conduct they believe to be unlawful.?In the limited instances where they identified provisions in our employment agreements or agreements with?independent contractors that would reasonably be interpreted as restricting a person’s ability to speak about such conduct, we have committed to not enforce those restrictions and to make improvements and clarifications going forward......

????????V.?Board oversight:?Apple’s Board and its committees review and discuss with management matters related to our employees, including, among other things, Apple’s commitments and progress towards inclusive and diverse representation among our employees, employee engagement, and business conduct and compliance.?Apple’s Board oversees matters related to our Apple values, such as Inclusion & Diversity, and receives regular updates from the head of our People team on matters related to our employees. The Audit and Finance Committee of our Board regularly reviews and discusses with management Apple’s business conduct and compliance risks.?The Nominating and Corporate Governance Committee?of our Board has been regularly updated on the preparation of this report and the work to enhance and clarify our policies related to confidentiality, non-disclosure, and non-disparagement clauses......"

??????(iii)?press releases of the day:?

??????????(a)?Hertz Global Holdings Inc. announced last Thursday in?this press release?the appointment of a Chief Marketing Officer, as follows:

??????????"Hertz Global Holdings Inc.?announced today that?veteran marketing and sales executive?Wayne Davis?will join the company as Executive Vice President, Chief Marketing Officer (CMO),?effective?January 3, 2023. In this role, Davis will be responsible for leading the Hertz, Dollar and Thrifty brands and shaping the company's marketing strategy to drive effective brand reach and customer engagement.?Laura C. Smith, who has led marketing for the last two years, will continue in her role as Executive Vice President, Global Sales and Customer Experience.

???????????"Davis joins Hertz with more than 20 years of marketing, sales, and business development experience across multiple industries.?For the last four years, he has led the mass premium Café brand for GE Appliances, a Haier Company. Under his leadership.....";

?????????(b)?Krispy Kreme, Inc.?announced last Friday in?this press release?the?appointment of a new CFO, the current CFO/COO to continue in his role as COO, as follows:

?????????????"Krispy Kreme, Inc. today announced that?Jeremiah Ashukian will become Executive Vice President and Chief Financial Officer of Krispy Kreme, Inc. effective January 9, 2023. Mr. Ashukian?will succeed Josh Charlesworth who has served as Chief Financial Officer since April 2017. Mr. Charlesworth will continue in his role as Global President and Chief Operating Officer.?Mr. Ashukian?brings 20 years of global executive finance experience from Mars, Inc.,?most recently as Chief Financial Officer of Mars Wrigley North America....."

???????????Compensation arrangements for the new CFO?are disclosed in?the related Form 8-K?filed with the SEC;

???????????(c)?QUALCOMM Incorporated?disclosed last Thursday in?this Form 8-K?filed with the SEC?the appointment of a Chief Accounting Officer, as follows:

??????????????" On December 5, 2022,?Erin Polek, Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) of QUALCOMM Incorporated, informed the Company that she will be retiring from the Company. In connection with her retirement, Ms. Polek stepped down from her position as Corporate Controller and Chief Accounting Officer effective December 8, 2022.?She will remain with the Company as an employee to support a smooth transition of her responsibilities through a date to be mutually agreed upon.

????????????? ?" On December 6, 2022,?the Company appointed Neil Martin to serve as its Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)?effective December 8, 2022.?Mr. Martin, age 47, served as Senior Vice President, Finance for Qualcomm Technologies, Inc., a wholly owned subsidiary of the Company, since March 2022.?He served as Senior Vice President and Treasurer of the Company from May 2019 to March 2022, and as Vice President, Finance from April 2013 to May 2019.?Mr. Martin served in various other finance and leadership roles since joining the Company in February 2001......";

???????????(d)?Moderna, Inc. announced last Wednesday in?this press releasehttps://www.accesswire.com/730760/Brad-Miller-Joins-Moderna-as-Chief-Information-Officer?the appointment of a new Chief Information Officer,?reporting to the CEO and replacing the current Chief Digital Officer, as follows:

??????????????"Moderna, Inc.?a biotechnology company pioneering messenger RNA (mRNA) therapeutics and vaccines, today announced?the appointment of Brad Miller as Chief Information Officer?effective January 3.?Mr. Miller will serve on Moderna's Executive Committee and report to Chief Executive Officer, Stéphane Bancel. Marcello Damiani, who is currently serving in this role as Chief Digital Officer, will be retiring from the company after seven and a half years......Mr. Miller joins Moderna from Capital One,?where he served as Executive Vice President and Chief Information Officer of Enterprise Products and Platforms......"

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