'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)?do companies need?succession plans for CFOs?/CFO turnover and the?demand for CFOs:?

? ? ? ? ? ? ? ? ? ?(a) As noted in?Fortune's Aug. 2 CFO Daily Newsletter, "Companies are coming up short when it comes to CFO succession ", there has been?a spate of recent CFO departures at major U.S. companies where there was no immediate permanent successor appointed, among them:?Uber Technologies?(see item (vi) from Aug.2/23);?Google's parent?Alphabet?(see item (v)(a) from July 26), and?Disney?(see item (iii)(a) from June 19). And shortly after this article appeared, three more companies announced CFO departures without an immediate permanent replacement:?Moody's Corp.?(see item (x)(f) from last Tuesday); Hewlett Packard Enterprise??(see item (x)(e) from last Tuesday); and?Advance Auto Parts, Inc.?(see item (vi)(c) from last Thursday). As discussed in the?Fortune?Newsletter, these departures raise the issue of whether companies should have better CFO succession plans in place:

? ? ? ? ? ? ? ? ?? ? ??"CEOs and CFOs are strategic partners. But?If a company has a succession plan on the books for its CEO, must it have one for the CFO as well??There have been some recent CFO transitions at Fortune 500 companies, where a permanent successor wasn’t immediately announced.

? ? ? ? ? ? ? ? ? ? ? ? "For example,?Uber Technologies?announced ?on Tuesday in its Q2 2023?earnings report?that its CFO, Nelson Chai, will leave the company on Jan. 5, 2024, and a search for his replacement is underway.?Alphabet?announced ?on July 25 that its CFO Ruth Porat was promoted to the newly created role of president and chief investment officer, effective Sept. 1. A successor wasn’t named.....Chewy, Inc., an online retailer of pet food and other pet-related products,?announced ?on July 20?that its CFO Mario Marte has decided to retire from the company, effective July 28.?Stacy Bowman, chief accounting officer, has been appointed interim CFO while the company continues its search for a permanent CFO.?In June,?The Walt Disney Company?announced ?Christine McCarthy, CFO, would be stepping down from her role and taking a family medical leave of absence, and Kevin Lansberry, EVP and CFO of Disney Parks, experiences and products, began as interim CFO on July 1.......

? ? ? ? ? ? ? ? ? ? ? ??"In general,?choosing a CFO successor is a tricky business, says Clem Johnson, president of?Crist Kolder Associates, an executive search firm,?“especially when unforeseen circumstances force a CFO change outside the original succession timeline,”?he says. “Sometimes, internal successors disappointingly wilt under the glare of the board and public spotlight, or the chemistry with the CEO and former CFO just isn’t there. Or an interim CFO position is established while a search is conducted, ‘just to be sure’ a better alternative isn’t available,”?he says.......

? ? ? ? ? ? ? ? ? ?? ? ??"A robust succession process generally includes at least an external scan of the market if not some active recruitment of specific individuals,” says?Jeff Constable, who leads?Korn Ferry’s Financial Officers Practice in North America and coleads it globally. “You can look at recent larger company CFO announcements and see a mixture of external candidate hires as well as internal candidate promotions.” Each situation may depend on the specific circumstances of the company, he says.?

? ? ? ? ? ? ? ? ? ??? ? ? ?"There is more focus and emphasis placed on?CEO succession,?which makes sense given that the rest of the C-suite roles report to the CEO,”?Constable says. “So succession in the C-suite cascades down from CEO succession.?There is no ‘set’ timing in terms of naming a successor,?but most companies seem to minimally name someone four to six month months prior to the change,”?he says. Constable also notes that?succession scenarios are dynamic. “They have to be continually revisited as there are changes to the business and talent landscape, or if there are changes to the individual situations of potential successors,”?he says."

? ? ? ? ? ? ? ? ?(b) CFO turnover, the increasing demand for CFOs and their expanding role are discussed in the Aug.16 Fortune CFO Daily Newsletter, "CFO turnover at Fortune 1000 companies has spiked 30% since last year ", and in this Aug. 15?Reuters article, "CFOs are stepping into a rapidly revolving door ." ?Below is from the Fortune Newsletter;

? ? ? ? ? ? ? ? ? ? ?"Everyone wants a CFO.?“There continues to be heightened demand for finance talent,” says Alyse Bodine, a managing partner and global head of Heidrick & Struggles’ financial officers practice.?“We’ve seen a lot of turnover in the Fortune 1000.”?I talked with Bodine about the executive recruiting and consulting firm’s latest findings on finance chiefs. During the first six months of 2023 (Jan. 1-July 16) there have been 103 CFO changes in the Fortune 1000, representing a 30% increase when compared to the same period in 2022....

? ? ? ? ? ? ? ? ? ? ? "Of those who’ve moved so far in 2023, 29% retired, and more than a third (37%) took over a new role in the same organization.?“They’ve stepped into president roles or general management roles or have been promoted to CEO,” Bodine says. “They’re taking roles that build upon their foundation as finance executives, but truly are promotions or roles outside of pure finance.” In the last couple of years, Bodine and her team have seen more of a spike in this dynamic, she says.......

? ? ? ? ? ? ? ? ? ? ?"Meanwhile, 34% of CFOs moved to another organization, according to Heidrick & Struggles. There’s no overarching reason why finance chiefs leave their jobs. Some CFO departures “in part, are just due to timing and career interest, and some of it I would say is still around burnout,” Bodine says......Regarding CFO departures, in general, “we’ve also noticed that some executives just want to do something different,” Bodine says......

? ? ? ? ? ? ? ? ? ? ? "In 2023, so far, 44% of CFOs were externally hired, and out of externally hired CFOs, 40% were first-time finance chiefs, according to the data. There is a “wonderful group of very talented executives,” who maybe haven’t been a CFO at a standalone company, Bodine explains. However, “they have all the tools, resources, skill sets, leadership qualities” that a finance chief at a standalone company has, she says.?Another interesting data point is more than half (67%) of CFOs hired were from a different industry. “We often find that finance is fungible across industry sectors,” Bodine says. “There are a number of CFOs who have been quite successful transitioning into new industries, and coming up to speed on those business models.”?

? ? ? ? ? ? ? ? ? ? ? ?"She continues, “anecdotally, I’ve worked with a number of clients who would welcome a fresh perspective.”??What has Bodine seen regarding companies hiring finance chiefs with a non-traditional background? “There are absolutely executives who maybe don’t have the traditional finance background and who’ve stepped into CFO roles,” she says. One example that comes to mind is at?Chevron Corporation?. Eimear P. Bonner, VP and chief technology officer (CTO) at the oil giant, has been appointed the next CFO....

? ? ? ? ? ? ? ? ? ? ? ? "But, in general, when it comes to what companies are typically looking for in a CFO nowadays, Bodine shares some insight. “We’ve seen more of a preference for those who do have more of that equal parts strategic and operational finance experience,” she says. “That really has been more the thrust of the engagements that we’ve worked on, and what we’re seeing as it relates to profiles of executives who are being appointed to CFO seats today.”

? ? ? ? ? ? ? ? ? ?Below is from the Reuters article:

? ? ? ? ? ? ? ? ? ?"Chief financial officers are stepping into an increasingly rapidly revolving door.Finance chiefs at companies from Alphabet?to Walgreens Boots Alliance?are changing roles, moving employers, or quitting at a faster rate than usual this year. Though explanations vary, higher turnover looks here to stay. Tesla?boss Elon Musk last week thanked his “Master of Coin” Zachary Kirkhorn, who is giving up the financial reins he has held since 2019, Nestle’s?finance chief Francois-Xavier Roger announced in May he was leaving the Swiss consumer giant to pursue new challenges. His replacement is Anna Manz, who moved on from the same position at the London Stock Exchange Group?after less than three years.

? ? ? ? ? ? ? ? ? ? ? "In the first half of this year, 103 of the top 1,000 companies ranked by Fortune lost their CFO, according to executive search firm Heidrick & Struggles. In the same period a year earlier, the figure was just 79. If the trend persists, one in five companies on the list will replace their CFO this year – the highest proportion in over a decade.....Some CFOs are climbing the corporate ladder. Alphabet CFO Ruth Porat, who previously held the same position at Morgan Stanley?recently?moved up?to be the technology giant’s president and chief investment officer. Former Comcast?CFO Mike Cavanagh stepped up to president last year and now leads NBCUniversal.

? ? ? ? ? ? ? ? ? ? ? "Others are turning their backs on spreadsheets. Of the executives counted in Heidrick & Struggles’ turnover tally almost one in three are retiring. These include FedEx’s?Mike Lenz, Unilever’s?Graeme Pitkethly and Walt Disney’s?Christine McCarthy, a 23-year veteran of the media company, who left in July to spend time with her family. Walgreens' James Kehoe is moving to the tech industry.?

? ? ? ? ? ? ? ? ? ? ? "Faster rotation seems here to stay. The average tenure for CFOs in the first half of 2023 was 4.9 years, according to search firm Crist Kolder Associates, down from 5.3 years a decade ago. Over the same period, chief executive officers increased the time they spend in the corner office. High CFO turnover looks far from transitory."

? ? ? ? ? ? ? (ii)?financial reporting:?why Berkshire Hathaway reports its earnings on Saturdays.....but the perils of reporting after the close of markets on Friday for all other issuers?:?

? ? ? ? ? ? ? ? ? ? ??(a)?On Saturday morning, Aug.5, at 8am,?Berkshire Hathaway?released its?Q2/23 earnings report .?It is uncommon for companies to report their earnings over the weekend, as?Berkshire?always does. Why it does so, is explained in this Aug. 5?Barron's?article, "The Simple Reason Why Berkshire Hathaway Reports Earnings on Saturday ":

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Berkshire Hathaway?historically reports its quarterly financial results on weekends,?and CEO Warren Buffet has a simple reason why. Berkshire reported second-quarter earnings?Saturday morning.?Many other public companies, however, release their earnings results during the trading week, either before the market opens or?after the closing bell.

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Barron’s?reached out to the holding company to ask about its release strategy, but did not get an immediate response back. However,?Buffett has explained his rationale before.?“Media reports sometimes highlight figures that unnecessarily frighten or encourage many readers or viewers. We will attempt to alleviate this problem by continuing our practice of publishing financial reports late on Friday, well after the markets close, or early on Saturday morning,”?Buffett said in a 2018?l etter to shareholders.?“That will allow you maximum time for analysis and give investment professionals the opportunity to deliver informed commentary before markets open on Monday,”?Buffett added....."

? ? ? ? ? ? ? ? ? ? ? ?(b) Nasdaq-listed, leading cybersecurity firm?Palo Alto Networks Inc.?announced on Aug. 2 in?this press release ?that it would be releasing its?Q4/FY2023 financial results, unusually,?"after U.S. markets close on?Friday, August 18, 2023. As reported in this Aug. 21?MarketWatch?article, "Palo Alto Networks CEO addresses Friday earnings experiment: ‘Lesson learnt’ ",?the unconventional scheduling of the release caused the company's stock to sink significantly, the article noting that: "Going back to 2018, only one member of the S&P 500 index?posted earnings on a Friday, according to Dow Jones Market Data." Below is from the article:

? ? ? ? ? ? ? ? ? ? ? ? ??"After spooking Wall Street for weeks with its plans to report earnings after Friday’s closing bell, Palo Alto Networks Inc.’s mysterious move turned out to be much ado about nothing......?Wedbush analyst Daniel Ives didn’t mince words in his preview note, writing that the decision to post results late Friday was?“one of the biggest PR disasters and black eyes we have seen in decades of covering tech.”

? ? ? ? ? ? ? ? ? ? ? ??"Going back to 2018, only one member of the S&P 500 index?posted earnings on a Friday, according to Dow Jones Market Data....Wall Street was....fearful headed into Palo Alto Networks’ report given the unconventional scheduling......Palo Alto Networks shares sunk about 18%?between when the company announced its earnings date, toward the start of the month, and Friday’s close, before the release came out.....

? ? ? ? ? ? ? ? ? ? ? ? "Palo Alto Networks Chief Executive Nikesh Arora suggested on the earnings call that he thought the company had been clear enough in its rationale for the Friday afternoon timing.?'We apologize to people who are inconvenienced,” he said at the top of his prepared remarks, according to a transcript provided by AlphaSense/Sentieo. “But as we had mentioned in our press release, we wanted to give ample time to analysts to have one-on-one calls with us over the weekend, and we have a sales conference that kicks off on Sunday. We want to make sure all of our information was disclosed out there.'....."

? ? ? ? ? ? ? ? ? ? ? ? ?Palo Alto Networks'?unconventional scheduling for its earnings release is also discussed in this Aug 16?WSJ?article, "Cybersecurity Star Dims Ahead of News Dump ", two days before the release of the results:

? ? ? ? ? ? ? ? ? ? ? ? ? "....(T)he company’s coming report for its fourth fiscal quarter has investors worried. Palo Alto will be reporting those results Friday after the closing bell—a highly unusual time for a scheduled earnings report.....Palo Alto, for its part, said in a note from its investor relations team that the timing was in part due to “significant internal events” taking place over the next couple of weeks, including its annual “Kick Off” event for its sales force.?The company also said it wanted to give analysts time to “consume the data” and address follow-up questions,?which suggests a potential business shift is in the works.......John DiFucci of Guggenheim Securities is a bit less sanguine. “In our experience, it’s not usually positive when management’s actions differ materially from the norm,” he wrote Tuesday....."

? ? ? ? ? ? ? ??(iii) *?PwC to reduce consulting services it has until now provided to US audit clients/Audit Analytics on audit fee trends at the S&P 500 companies:?

? ? ? ? ? ? ? ? ? ? ?(a) Following EY's scrapping of its plan this April to split up its audit and consulting units, interesting to note that PwC has now decided to reduce the consulting work it performs for U.S. audit clients, as reported on Monday in this FT article,?"PwC to curtail consulting work for US audit clients to reduce conflict risk ", and in this WSJ article, "PwC to Limit Consulting Services It Offers to U.S. Audit Clients ." Below is from the FT article:

? ? ? ? ? ? ? ? ? ? ? ? ??"PwC is planning to give up tens of millions of dollars of consulting work for its US audit clients to reduce the risk of conflicts of interest, challenging its rival Big Four firms to follow suit. The accounting firm has begun to tell clients it will stop offering them some advisory services, even though they are permitted under US rules, as part of a wider revamp of its audit work. The move comes amid a worldwide debate over how to ensure accounting firms remain independent of the companies they audit......

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "The moves are designed to head off concern among clients, whose directors and shareholders are increasingly scrutinising potential conflicts, and to improve the reputation of a profession that has found it harder to attract young people......The US drastically curtailed the consulting work accounting firms can do for audit clients in the Sarbanes-Oxley Act, passed in 2002 after the Enron scandal. However, the rules still allow for more non-audit services than allowed in other parts of the world, particularly Europe.......

? ? ? ? ? ? ? ? ? ? ? ? ? ? “The reality is there’s room for improvement in our profession, both in substance and in appearance, and there’s things that we need to think about proactively.” Ryan (Tim Ryan, senior partner of PwC US)?said the foregone services total up to $100mn annually in fee income, from work such as assessing a company’s non-financial systems or giving advice on strategic plans. “There was a perception that we do a lot of consulting work for our audit clients,” he said. “We have no desire to be close to the line.”.........The move by PwC US is limited to miscellaneous consulting and would not affect tax work, it said......"

? ? ? ? ? ? ? ? ? ? ? ? ? ?Below is from the WSJ article:

? ? ? ? ? ? ? ? ? ? ? ? ? "PricewaterhouseCoopers?said its U.S. unit will stop providing certain consulting work to its audit clients to avoid potential conflicts of interest and strengthen audit quality.?The Big Four accounting firm said it plans to implement 12 new policies in the U.S. between 2024 and 2026 in areas such as auditor independence and transparency to meet growing expectations for auditors.....

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"The firm moved forward with the 12 policies?after conversations with investors, audit committees and businesses and a review of 15 years’ worth of academic studies conducted on the profession, said?Tim Ryan, senior partner at PwC’s U.S. unit. “We saw a number of stakeholders just demanding more transparency of businesses and those in the business ecosystem,” Ryan said. “As we see needs changing, we have a desire and a commitment to be more proactive going forward.”

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "Under PwC’s plan, it would cease providing certain consulting services by 2025 to SEC-registered audit clients such as advising a client on implementing a supply chain or other operational system. PwC also will stop helping audit clients migrate their operational data to the cloud, because these data are increasingly used in financial reporting and could pose a conflict, the firm said......Services that are core to accountants’ skill sets will still be provided to audit clients, PwC said. For example, PwC still will sell a nonaudit-related product known as a disclosure checklist, which helps audit clients prepare for financial disclosures......

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "PwC also said it plans to roll out new audit procedures to bolster detection of fraud and considerations around whether clients are in danger of going out of business in the next 12 months, with testing to occur in 2024 and wider implementation the following year......In 2025, PwC said it aims to expand its audit reports to cover a broader range of topics, for example related to conflicts of interest. That same year, it will provide additional training of U.S. personnel on accountants’ roles in areas such as ethics, objectivity and fraud....."

? ? ? ? ? ? ? ? ? ? (b) Below is from this?Aug. 15?Ideagen Audit Analytics?blog post on audit fee trends at the S&P 500 companies, "Audit Fee Trends of the S&P 500 ", with reference to this?Ideagen Audit Analytics?report released in August, a??20-Year Review of Audit Fee Trends , being an "in-depth look at audit fee trends" from 2002 to 2022 of?"large-accelerated filers"

? ? ? ? ? ? ? ? ? ? ? ? ? ??"The S&P 500 is one of the most followed equity indices that tracks the largest 500 companies listed on U.S. exchanges.?Does this mean they are susceptible to paying higher audit fees overall? There are many factors that affect the general cost of an audit. The amount of time and labor needed to perform the audit, the complexity of the company and its financials, and the potential risk or liability a firm takes on when they provide an audit are all factors evaluated when it comes time to pay external auditors.?Analyzing audit fees of the S&P 500 can highlight similar trends found in our newest annual report for large-accelerated companies. Ideagen Audit Analytics offers a comprehensive overview of the SEC audit fee market examined in our?"20-Year Review of Audit Fee Trends."

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"Average audit fees:?Average audit fees paid by S&P 500 companies reached an all-time high in FY2022 at $10,776,916 – representing a 3% increase from FY2021. Apart from FY2009, average audit fees have been steadily increasing since 2003.?In FY2022, the average amount paid for non-audit services by S&P 500 companies increased 2% from FY2021, reaching $2,778,499. Average audit related fees increased by 10% in FY2022 while average tax fees and average other fees decreased by 7% and 6%, respectively.?Overall, average total fees paid grew 3% in FY2022 to $13.5 million, the highest amount seen over the 20-year period.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "Total Audit Fees:?Total audit fees paid by the S&P 500 reached an all-time high of nearly $5.38 billion in FY2022- representing a 4% increase from FY2021. Similarly, large accelerated filers followed a similar trend as seen in our report?with only four contrasting years since FY2007. Total audit fees paid by the S&P 500 grew less than 1% during FY2020 and FY2021, revealing the effects of COVID-19 on audit fees during that period.?In FY2022, total audit related feesincreased 10% from FY2021, the largest growth of any fee category. Contrarily, both total tax fees and total other fees decreased 7% and 5%, respectively in FY2022.??Total tax fees have continued to decline each year since FY2020 after consistent annual increases between FY2009 and FY2019. Meanwhile, total other fees have declined for a seventh consecutive year in FY2022.?Overall, total fees reached $6.76 billion dollars in FY2022, increasing 4% from the previous year. ?...."

? ? ? ? ? ? ? ? ? ? ? ? ??? ??Some highlights from the full Ideagen Audit Analytics report?appear in this Aug. 3?Compliance Week?blog post, "AA report: Inflation helps drive audit fees to all-time high ":??

? ? ? ? ? ? ? ? ? ? ? ? ?"Ideagen Audit Analytics’?20-year review of audit fee trends released Tuesday, found?average audit fees increased 11 percent from FY2021 to $2.24 million per SEC registrant. The report cited inflationary pressures, tight labor markets, and increased risk and regulatory requirements as general reasons for the fee increases.?However, audit fees per million dollars of revenue decreased 6 percent from FY2021 and to the lowest amount seen since FY2014 as revenue growth outpaced fee hikes.

? ? ? ? ? ? ? ? ? ? ? ?? ? ?"Other findings from the report included:

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?--?Average total fees paid, including audit, audit-related, and tax, grew nearly 10 percent in FY2022 to more than $2.7 million,?the highest amount seen over the 20-year period. The previous high was $2.6 million in 2019.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?--?In FY2022, average U.S. audit fees increased by 12 percent, the largest surge since the implementation of the Sarbanes-Oxley Act in 2002.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?--?Foreign audit fees reached $2.9 million in FY2022,?though the amount of foreign filers declined 8 percent from FY2021....."

? ? ? ? ? ? ? (iv) BP CEO resigns over personal relationships with colleagues/press release and precedents of the day (BP's code of conduct and code of ethics): BP plc's CEO resigned yesterday, as widely reported in the business press, including in this WSJ article, "BP CEO Bernard Looney Resigns Over Past Relationships With Colleagues ". Below is from The BP press release yesterday announcing and explaining the reasons for the CEO's resignation:

? ? ? ? ? ? ? ? ? ?"BP plc announces that Bernard Looney has notified the Company that he has resigned as Chief Executive Officer with immediate effect. ?Murray Auchincloss, the Company’s CFO, will act as CEO on an interim basis.?

? ? ? ? ? ? ? ? ? ? "In May 2022, the Board received and reviewed allegations, with the support of external legal counsel, relating to Mr Looney’s conduct in respect of personal relationships with company colleagues. The information came from an anonymous source.?During that review, Mr Looney disclosed a small number of historical relationships with colleagues prior to becoming CEO. No breach of the Company’s Code of Conduct was found. However, the Board sought and was given assurances by Mr Looney regarding disclosure of past personal relationships, as well as his future behaviour.

? ? ? ? ? ? ? ? ? ?"Further allegations of a similar nature were received recently, and the Company immediately began investigating with the support of external legal counsel.? ?That process is ongoing. Mr Looney has today informed the Company that he now accepts that he was not fully transparent in his previous disclosures.? He did not provide details of all relationships and accepts he was obligated to make more complete disclosure.

? ? ? ? ? ? ? ? ? ?"The Company has strong values and the Board expects everyone at the Company to behave in accordance with those values.? All leaders in particular are expected to act as role models and to exercise good judgement in a way that earns the trust of others.?No decisions have yet been made in respect of any remuneration payments to be made to Mr Looney......"

? ? ? ? ? ? ? ? ? ? ?Note that this is BP's code of conduct ; this is its code of ethics applicable to the CEO, CFO and certain other designated senior officers.

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

? ? ? ? ? ? ? ? ? ?(a) SNC-Lavalin Group Inc.?announced yesterday in this press release that it was changing its corporate name, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "SNC-Lavalin Group Inc., a fully integrated professional services and project management company with offices around the world, today announced that it is rebranding to AtkinsRéalis.?Building on more than a century of accomplishments from brands such as SNC-Lavalin, Atkins, Faithful+Gould, DTS and Atkins Acuity, AtkinsRéalis brings the whole organization together under one single brand and represents a major milestone in the Company's transformation journey.........

? ? ? ? ? ? ? ? ? ? ? ? ?"The name AtkinsRéalis is a coined term that combines Atkins, a legacy brand that is well-established across the Company's international markets, and "Réalis," inspired by the city of Montréal and the Company's French-Canadian roots. "Réalis" also resembles the verb "to realize" or "to make happen" which emphasizes our focus on outcomes and project delivery.???

? ? ? ? ? ? ? ? ? ? ? ? ? "As of?September 13, the Company's new brand and associated visual identity will be used on all communications materials. The Company's common shares will begin trading on the TSX under the new ticker symbol (TSX:?ATRL ) prior to market open on?September 18, 2023. SNC-Lavalin Group Inc. will not change its legal name until the Company obtains shareholder approval, as required by law, at its 2024 Annual Meeting of Shareholders."

? ? ? ? ? ? ? ? ? (b) Enbridge Inc. announced yesterday in this press release the appointment of a new Chief Legal Officer and a Chief Administration Officer, as follows:

? ? ? ? ? ? ? ? ? ? ? ?"Today,?Greg Ebel, President & Chief Executive Officer of Enbridge Inc. announced the following executive leadership changes.?Mr.?Reggie Hedgebeth?has been appointed Executive Vice President, External Affairs & Chief Legal Officer and Ms.?Laura Buss Sayavedra?has been appointed Senior Vice President, Projects & Chief Administrative Officer, effective?January 1, 2024. These appointments follow the?decisions?of?Bob Rooney, Executive Vice President & Chief Legal Officer and?Byron Neiles, Executive Vice President & Chief Administrative Officer to step down from their current roles on?December 31, 2023. Messrs. Rooney and Neiles will serve as Executive Advisors to Enbridge to support the transition and outstanding projects until their retirement in mid 2024.

? ? ? ? ? ? ? ? ? ? ? ? ?"Mr. Hedgebeth will be accountable for Legal Services, Ethics & Compliance, Corporate Security, Public Affairs, Communications & Sustainability, and Aviation. Most recently, he served as Chief Legal Officer with Capital Group and prior to that, Executive Vice President, General Counsel and Chief Administrative Officer for Marathon Oil Corporation.....Ms. Buss-Sayavedra will be accountable for Human Resources, Real Estate and Supply Chain Management in addition to her current oversight of Projects, Safety & Reliability, Environment, Land & Right-of-Way. Previously, she oversaw the multi-year implementation of Enbridge's Enterprise Resource Planning (ERP) system......"

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