'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) * waivers of director age policy by Apple and AbbVie: Both Apple and AbbVie disclosed in their respective 2024 proxy statements that they were waiving the company's retirement age policy (75 in both cases) for one of the ?directors.?Below is the disclosure in Apple's 2024 Proxy Statement?(at p.30):

? ? ? ? ? ? ? ? ? ?"The Board has adopted a policy that directors generally may not stand for reelection after attaining age 75. After years of dedicated and valuable service, James Bell and Al Gore will be retiring from the Board effective as of the 2024 Annual Meeting, having reached the age of 75. In consideration of the significant recent transitions in board composition and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar to stand for re-election at the 2024 Annual Meeting, although he has attained the age of 75. As Chair of the Audit Committee, Dr. Sugar has a significant technical and leadership role on the Board, which the Board took into consideration in its succession planning. Dr. Sugar also brings to the Board executive leadership experience as a former chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards."

? ? ? ? ? ? ? ? ? These are the Apple Corporate Governance Guidelines, section VIII of which reads as follows:

? ? ? ? ? ? ? ? ? "Retirement Policy: A director may not stand for re-election after age 75, but need not resign until the end of his or her term.

? ? ? ? ? ? ? ? ? Below is the disclosure in the AbbVie 2024 Proxy Statement?(at p. 24), with reference to the AbbVie Governance Guidelines?(see the section, "Tenure" at p.2)

? ? ? ? ? ? ? ? ?"Glenn Tilton has served as AbbVie’s lead independent director since 2013. Mr. Tilton’s extensive leadership skills as a non-executive chair, as well as former CEO and chair at large, publicly traded companies, and the depth of his current and past experience as a director at other publicly traded companies ensure that he is able to exercise effective independent leadership over AbbVie’s board, including in relationship to risk oversight. In October 2023, the board approved an extension of Mr. Tilton’s service as a director, until December 2025, as permitted under AbbVie’s Governance Guidelines, which state that “a nonmanagement director shall retire as a director on the day of the annual shareholders’ meeting following his or her 75th birthday; provided, however, that the full board may make exceptions from time to time due to special circumstances.” Mr. Tilton’s continued service on the board will provide valuable leadership and continuity during AbbVie’s CEO transition."

? ? ? ? ? ? ??(ii) board compensation at the largest Canadian companies: the 2023 Canada Spencer Stuart Board Index Snapshot: Last October, Spencer Stuart released?the 2023 edition?of its?widely consulted benchmark of current board practices and trends, and director compensation, at the S&P 500 companies,?its "2023 U.S. Spencer Stuart Board Index" (see item (i) from Oct.2/23). The U.S. Index is usually followed by the Canadian edition in the next weeks. This year, however, Spencer Stuart has just now released the Canadian issue, and it is an abbreviated, "Snapshot" version": the "2023 Canada Spencer Stuart Board Index Snapshot", coming in at only 17 pages (versus last year's full-length version over 50 pages long). Spencer Stuart describes the Snapshot edition as follows:

? ? ? ? ? ? ? ? ? ? "The Canada Spencer Stuart Board Index Snapshot?provides an in-depth analysis of non-executive director (“NXD”) appointments and board composition for the boards of Canada’s largest publicly traded “blue chips.”?The analyses, together with commentary from our board experts, provide an authoritative view of board composition and succession trends for a representative sampling of 100 S&P/TSX Composite listed companies with annual revenues exceeding C$ 1 billion (the CSSBI 100).?

? ? ? ? ? ? ? ? ? ? ?"The 2023 Snapshot spotlights the incoming class of NXDs, measuring progress on board-level diversification, derived from enhanced director self-identification and disclosure by the boards of CSSBI 100 companies. Spencer Stuart’s annual review of board compensation for CSSBI 100 companies is also provided, including benchmarks for each of: NXDs, board chairs, lead directors, committee chairs and committee members, in addition to amounts paid for board and committee meetings and travel, where applicable."

? ? ? ? ? ? ? ? ? ? The?board compensation data is in the section, "Selected Board Compensation Benchmarks", at pp.14-16.

? ? ? ? ? ? ? (iii) C-suite trends: COO role making a comeback (often combined with an additional role)?/some prominent COOs on their priorities/CFOs switching industries:?

? ? ? ? ? ? ? ? ? ? (a) Below is from last Thursday's Fortune CEO Daily Newsletter, "The chief operating officer is making a comeback. 9 COOs share how they’re approaching the job", quoting nine COOs on their role, including the COOs of Macy's, Thomson Reuters, Bayer U.S., and?Etsy:

? ? ? ? ? ? ? ? ? ? ? ? "The COO is the shapeshifter of the C-Suite: the doer, advisor, strategist, operator, heir apparent, guardian of the coin, keeper of the hearth, No. 2, and person charged with getting the day-to-day stuff done. In fast-changing times, that may be why the COO role is making a comeback, often combined with other C-suite titles. We recently brought together COOs to discuss their priorities...?Here’s a sample of what some had to say:?

? ? ? ? ? ? ? ? ? ? ? ?"As we think about the potential size and scale of these innovations, it’s clear that a lot of strategic and capital-allocation decisions reside with the COO and with the CFO.?– Adrian Mitchell, COO/CFO, Macy’s Inc.....

? ? ? ? ? ? ? ? ? ? ? ? "My focus probably is more on the tech side right now. We’re spending a lot of time trying to innovate as fast as possible. We’ve done lots of great pilots around generative AI … but you have to balance the cost equation. – Kirsty Roth, chief operations & technology officer, Thomson Reuters?

? ? ? ? ? ? ? ? ? ? ? ?"My role is about breaking down silos: connecting the dots and removing barriers for teams.?– Raina Moskowitz, chief operating and marketing officer, Etsy?

? ? ? ? ? ? ? ? ? ? ? ?"To revolve around hundreds of product and customer teams that are largely independent, entrepreneurial units, we’re reducing hierarchical levels. In the U.S., for example, we reduced the number of managers in our pharmaceuticals business by some 40%.?– Sebastian Guth, COO, Bayer Pharmaceuticals & president, Bayer U.S."

? ? ? ? ? ? ? ? ? ? ? ??(Note this companion Fortune article last Thursday, "Corporate COOs are balancing AI’s efficiency gains with potential risks to employee morale", quoting the same COOs as are quoted above:

? ? ? ? ? ? ? ? ? ? (b) The trend of prominent CFOs switching industries was discussed in this recent Fortune CFO Daily Newsletter, "Should a CFO switch industries? For these Fortune 500 finance chiefs, a new sector provided a career boost", with reference, inter alia, to Alphabet's recent announcement?that Anat Ashkenazi, then CFO at Eli Lilly and Company,?had been appointed the new CFO at Google?and Alphabet?(see item (iii) from June 20/24). More on this trend in last Thursday's Fortune CFO Daily Newsletter, "HP’s next CFO makes the leap from Medtronic in latest example of top finance chiefs carving new paths", with reference to HP's?announcement?last Wednesday that it had appointed the current CFO at Medtronic?as its new CFO (see item (v)(a) from last Thursday):

? ? ? ? ? ? ? ? ? ? ? ? "CFO transitions this year are continuing, with tech giant HP on Wednesday naming Karen Parkhill as its next finance chief, effective Aug. 5. Parkhill makes the leap to HP from Medtronic, a Global Fortune 500 firm.....Parkhill is making the switch from one of the world’s largest medical devices companies to a software and computing services giant.?

? ? ? ? ? ? ? ? ? ? ? ?"This just goes to show that what companies want first and foremost in a CFO is someone with financial acumen and leadership capabilities honed through experience,?Scott W. Simmons, co-managing partner of the executive search firm Crist Kolder Associates, recently told me. Another example is Anat Ashkenazi, the CFO at pharmaceutical company Eli Lilly, who was recently named the next CFO and SVP of Google and Alphabet. “You’ve got to get into an industry, and at a company, that you find exciting and fascinating,” Simmons said......"?

? ? ? ? ? ? ? (iv) BCE's response to a 'mini-tender' offer/press release of the day: BCE Inc. announced yesterday in this press release?that it had received notice of an?unsolicited mini-tender offer, as follows:?

? ? ? ? ? ? ? ? ? ?"BCE?Inc. has received notice of an?unsolicited mini-tender offer made by TRC Capital Investment Corporation to purchase up to 2,500,000 BCE common shares,?or?approximately 0.3%?of?the?company's?outstanding?common?shares, at?a below-market?price?of?C$43.40 per share.?BCE does not endorse this unsolicited offer, has no association with TRC Capital or its offer, and recommends that shareholders do not tender their shares to this unsolicited mini-tender offer.

? ? ? ? ? ? ? ? ? ?"BCE cautions shareholders that the mini-tender offer has been made at a price below market price for the BCE common shares. TRC Capital's unsolicited offer price of?C$43.40?per share represents a discount of approximately 4.43% and 4.44%, respectively, to the closing price of the BCE common shares on the Toronto Stock Exchange and the New York Stock Exchange on June?24, 2024, the last trading day before the mini-tender offer was commenced......

? ? ? ? ? ? ? ? "TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies?in?Canada?and elsewhere.?Mini-tender offers are designed to avoid investor protections such as disclosure and procedural requirements applicable to most take-over bids and tender offers under Canadian and U.S. securities laws. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have expressed concerns about mini-tender offers,?including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

? ? ? ? ? ? ? ? "The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC has published investor tips about mini-tender offers, which can be found on its website at www.sec.gov/investor/pubs/minitend.htm........Comments?from?the?CSA?on?mini-tenders?can?be?found on?the?Ontario Securities Commission website athttps://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp."

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

? ? ? ? ? ? ? ? ? (a) FedEx Corp.?announced on June 18 in this press release?the appointment of a new Chief Sustainability Officer, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "FedEx Corp. today announced that Karen Blanks Ellis will become the company’s next chief sustainability officer, effective July 1, 2024. The appointment of Ellis follows the decision earlier this year of the company’s longtime sustainability leader, Mitch Jackson, to retire on June 30 after a 39-year career at FedEx.?Ellis previously held the role of managing director, Strategic Environmental Management & Sustainability at the company.....

? ? ? ? ? ? ? ? ? ? ? ? ?"Ellis will assume her new position at a pivotal time in the transformation story of the company and amid increasing global interest in corporate sustainability action....Ellis joined FedEx in 1997 and has served in a variety of roles at the company related to environmental compliance, planning, and engineering......."

? ? ? ? ? ? ? ? ? (b) NYSE-listed S&P Global Inc.?announced last Thursday in this press release?the promotion of the President of S&P Global Ratings to the position of CEO,?as follows:

? ? ? ? ? ? ? ? ? ? ? ?"S&P Global announced today that its Board of Directors has unanimously elected?Martina L. Cheung, S&P Global's current President of S&P Global Ratings, to succeed?Douglas L. Peterson?as the Company's President and Chief Executive Officer,?effective?November 1, 2024. Additionally, Ms. Cheung has been appointed as a member of the Board, effective?July 1, 2024. Mr. Peterson will remain on the Board until?May 2025?and be a special advisor to the Company until?December 31, 2025.??

? ? ? ? ? ? ? ? ? ? ? ?"Ms. Cheung has held multiple leadership roles in her 14 years at S&P Global. She currently leads S&P Global Ratings....."The Board and I have had a robust succession process in place for many years, and now is the ideal time for this transition......" Mr. Peterson continued....."The selection of the CEO and ensuring a smooth and successful transition is one of the Board's most important responsibilities,"?noted?William D. Green, Chair of the Board's Nominating and Corporate Governance Committee. "The Board conducted a thorough and thoughtful process to identify the best leader for S&P Global's next chapter......" Additionally, Yann Le Pallec, Executive Managing Director and Head of Global Ratings Services at S&P Global Ratings, has been appointed to succeed Ms. Cheung as President of S&P Global Ratings, effective?November 1, 2024......"

? ? ? ? ? ? ? ? ? ? ? Adjusted compensation arrangements with the new CEO are disclosed in the related Current Report?filed with the SEC.

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