'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) DEI roundup: some prominent companies in defense of their DEI programs/Deutsche Bank CEO resisting DEI backlash/EY report on effective DEI initiatives/Vanguard pulls back on board diversity guidelines (and more): ? ? ? ? ?

? ? ? ? ? ? ? ? ?(a) As noted in this Fortune article last Wednesday, "Companies like Costco and Apple are defending their DEI programs despite nationwide pushback—These are the companies standing by their policies", "even as the tide sharply turns against DEI, not everyone is abandoning ship. Many major companies have made public commitments to diversity and inclusion.?These are some of organizations that have made public statements in one form or another about their commitment to DEI." Those cited in the article include Costco, JPMorgan, Apple, Microsoft, Salesforce, Goldman Sachs, Cisco?and Delta, as follows:

? ? ? ? ? ? ? ? ? ? ?"Costco: Costco is perhaps the most notable example of a company that has stood by their DEI policies. In mid-January, the company’s shareholders overwhelmingly voted?against a proposal urging the wholesale club to evaluate risks posed by its diversity, equity, and inclusion measures. Costco’s board of directors unanimously advised shareholders to vote against the measure, stating that “our commitment to an enterprise rooted in respect and inclusion is appropriate and necessary. The report requested by this proposal would not provide meaningful additional information to our shareholders." Costco did not respond to Fortune’s?request for additional comment.

? ? ? ? ? ? ? ? ? ? ? "Apple: Like Costco, the tech behemoth’s board of directors recommended in January that its shareholders reject a proposal to reconsider their DEI initiatives. “At Apple, we believe that how we conduct ourselves is as critical to Apple’s success as making the best products in the world,” the company said in its proxy statement.?“We seek to conduct business ethically, honestly, and in compliance with applicable laws and regulations, and our Business Conduct and Compliance policies are foundational to how we do business. And we strive to create a culture of belonging where everyone can do their best work.” The proposals submitted to Costco and Apple were both put forward by conservative think-tank The National Center for Public Policy Research.?Apple did not respond to Fortune’s?request for comment.?

? ? ? ? ? ? ? ? ? ? ? ?"Microsoft: In December, Microsoft’s chief diversity officer, Lindsay-Rae McIntyre, wrote in a LinkedIn post that the company’s “diversity and inclusion work is more important than ever.” She also highlighted the organization’s October 2024 Global Diversity and Inclusion Report, pointing out that 76% of Microsoft employees joined the company for both their career and Microsoft’s culture. “For Microsoft, transparency and accountability are not a trend or a season,” she wrote.?

? ? ? ? ? ? ? ? ? ? ? ?"Salesforce: Salesforce CEO Mark Benioff pledged to protect employees from discriminatory attacks during an interview with Axios at Davos, adding that if “somebody’s going to come after our employees or discriminate against them in any way, we’ll do everything we can to help them, support them.” Salesforce did not respond to Fortune’s?request for comment.

? ? ? ? ? ? ? ? ? ? ? ? "Delta: When asked if the company was reevaluating its DEI policies during a Jan. 10 earnings call, chief legal officer and corporate secretary Peter Carter said:?“No, we are not. We are steadfast in our commitments because we think that they’re actually critical to our business.” Delta did not respond to Fortune’s?request for comment.?

? ? ? ? ? ? ? ? ? ? ? ? "Cisco: Like many of his fellow company heads, Chuck Robbins, CEO of Cisco, also defended DEI while at Davos. “If I’m sitting in a room to try to solve a complex problem or to chase a big opportunity, I want a lot of diverse brains in that room. I don’t care if it’s gender or nationality or diversity of experience,” he said on CNBC. “Diversity in general is good for business.”?

? ? ? ? ? ? ? ? ? ? ? ? "Goldman Sachs: When asked about the anti-DEI activists targeting Goldman Sachs at Davos, CEO David Solomon did not speak to the company’s stance directly, but noted that “more broadly we’ve always looked at these issues through the eyes of our clients. We’re advising our clients. They think about these things. They think about decarbonization, they think about climate transition. They think about their businesses, how they find talent, the diversity of the talent they find all over the world.” In the aftermath of Trump’s executive actions, a spokesperson told Fortune: “We strongly believe that organizations benefit from diverse perspectives, and Goldman Sachs is committed to operating our programs and policies in compliance with the law.”?

? ? ? ? ? ? ? ? ? ? ? ?"JPMorgan Chase: JPMorgan Chase CEO Jamie Dimon has made clear that he is not afraid of the anti-DEI activists who have pledged to go after the banking powerhouse. “We are going to continue to reach out to the Black community and Hispanic community, LGBT community, and the veteran community,” Dimon said in a live interview with CNBC?at the World Economic Forum in Davos, Switzerland on Jan. 22. “We’re not trying to pander to any which side or any which thing. Now if you point to something we’re doing that’s wrong, I’d change it. And we will make modifications going forward, but we’re very proud of what we’ve done, and what we’ve done is lift up cities, schools, states, hospitals, countries, companies, and we’re gonna do more of the same.” When reached for comment, a JPMorgan spokesperson told Fortune: “We believe our DEI strategies, programs and initiatives are well-conceived, rightly intended and executed in a way that reasonably manages risk. We will continue to review our approach and programs as the law develops further in this area and make adjustments as appropriate based on our firm objectives and legal requirements.”?

? ? ? ? ? ? ? ? ? ? ? See also this similar Business Insider article on Friday, "The list of CEOs voicing support for their companies' DEI initiatives is growing", as well as this FT feature article yesterday, "The DEI backlash: employers ‘reframing not retreating.’"

? ? ? ? ? ? ? ? ? (b) Below is from this Bloomberg article last Thursday, "Deutsche Bank CEO Joins Dimon, Solomon in Resisting DEI Attacks":

? ? ? ? ? ? ? ? ? ? ? ?"The chief executive officer of Deutsche Bank AG joined his counterparts at JPMorgan Chase & Co.?and Goldman Sachs Group Inc.?in challenging critics of DEI. Programs designed to promote diversity, equity and inclusion are an “integral” part of Deutsche Bank’s strategy,?Christian Sewing?said during a press conference in Frankfurt after the bank unveiled fourth-quarter results on Thursday.?“We are now firmly behind this program,” he said. “We can see how Deutsche Bank has benefited from it.”......

? ? ? ? ? ? ? ? ? ? ? "Sewing said he’s in favor of DEI programs because he believes they support Deutsche Bank’s ability to deliver better results.?“Quite honestly, I know what diversity has brought us on the management board at the top reporting level,” he said. “That’s why we are strong supporters of these programs.”

? ? ? ? ? ? ? ? ? ? ? "Sewing also took the opportunity to underline Deutsche Bank’s commitment to its sustainable finance targets.?If the legal environmental around DEI and sustainability should change, then the bank will review its position, he said. “But in terms of our basic attitude, in terms of our mindset, both issues — whether it’s diversity policy, inclusion or sustainability — are an integral part of Deutsche Bank’s strategy,” he said."

? ? ? ? ? ? ? ? ? (c) As discussed in this Business Insider article last Wednesday, "EY?report doubles down on diversity initiatives as DEI comes under scrutiny in Trump's first weeks in power", last week EY?released this report on DEI initiatives, "DE&I interventions that deliver: What works across multiple characteristics", which EY describes in its press release?announcing the report as "underlining the critical importance of diversity, equity, and inclusion (DE&I) in improving productivity and workforce innovation". Below is from the Business Insider article:

? ? ? ? ? ? ? ? ? ? ? "A new report from the Big Four professional services firm EY has underlined the importance of diversity, equity, and inclusion (DEI) strategies in improving productivity and workforce innovation.?The report, titled "DE&I interventions that deliver," considers the impact of inclusive policies in the context of the "economic slowdown and uncertainty" that have characterized the past few years.....The recommendations include taking a data-driven approach to workforce analysis, targeted recruitment strategies to attract diverse candidates, and providing flexibility on when and how roles are performed...."

? ? ? ? ? ? ? ? ?(d) Vanguard,?one of the world's largest asset managers ($10.1 trillion in assets under management), has pulled back on its board diversity requirements in its just released 2025 "Proxy voting policy for U.S. portfolio companies", as reported in this Reuters article last Friday, "Vanguard dials back diversity language for US corporate boards":

? ? ? ? ? ? ? ? ? ? ? "Top mutual fund manager Vanguard removed some of its guidance for U.S. companies to include women and minority directors, a sign of the shifting dynamics of corporate diversity efforts that have come under attack?from the new Trump administration. Vanguard's proxy voting policy for U.S. companies, seen by Reuters ahead of a Friday release,?has removed a statement from its 2024 policy that in addition to having a diversity of tenure and skills, a board should also,?"at a minimum, represent diversity of personal characteristics, inclusive of at least diversity in gender, race, and ethnicity.".....

? ? ? ? ? ? ? ? ? ? ? "Vanguard does not have hard targets for who should serve as directors and is only trying to provide clarity, said John Galloway, Vanguard's global head of investment stewardship.?"We have never had quotas, and in the first instance look for boards to follow the listing standard and market expectations of the markets they are in," he said.?

? ? ? ? ? ? ? ? ? ? ? "Vanguard's guidance for U.S. companies continues to include other language supportive of boardroom diversity,?such as that boards should reflect a range of "personal characteristics (such as age, gender, and/or race/ethnicity)" to enable better oversight for shareholders......"

? ? ? ? ? ? ? ? ? ? ? (Note that a good summary of the changes in Vanguard's 2025 "Proxy Voting Policy for U.S. Portfolio Companies" appears in yesterday's theCorporateCounsel.net blog post, "Vanguard Publishes 2025 Proxy Voting Policy.")

? ? ? ? ? ? ? ? (e) Finally, note this Bloomberg article on Friday, "DEI Work Is Hard — But Not Hopeless — Right Now."; this FT feature article last Saturday, "Where ‘woke’ went wrong"; and this Bloomberg article yesterday, "DEI Can Be Justified, But Not by Better Profits."

? ? ? ? ? ? ? (ii) press release of the day:?

? ? ? ? ? ? ? ? ? ?(a) The TD Group announced last Friday in this press release?the appointment of a new head of technology, replacing the current chief information officer who is leaving the bank "to pursue an outside opportunity", as follows:

? ? ? ? ? ? ? ? ? ? ? ? "TD Bank Group today announced changes to its Senior Executive Team. Vladimir (Vlad) Shpilsky?will lead Platforms and Technology, effective immediately. He will report to?Raymond (Ray) Chun, incoming Group President and Chief Executive Officer, TD Bank Group, and will join the Bank's Senior Executive Team.?

? ? ? ? ? ? ? ? ? ? ? ? ?"Mr. Shpilsky joined TD last fall as Executive Vice President and U.S. Chief Information Officer from one of the world's largest banks, where he oversaw all aspects of technology delivery and strategy across corporate and investment banking, commercial and business banking, global payments, and enterprise credit.....Greg Keeley?is leaving TD, effective today, to pursue an outside opportunity.......

? ? ? ? ? ? ? ? ? ?(b) NYSE-listed, world's largest aerospace and defense company, RTX Corporation (formed in 2020 from the merger of United Technologies Corporation and the Raytheon Company) announced yesterday in this press release?the appointment of the CEO as Chairman of the Board, with the current Executive Chairman transitioning to Special Advisor to the CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "The RTX Corporation Board of Directors has elected President and Chief Executive Officer?Christopher T. Calio?as Chairman of the Board, effective?April 30, 2025. This action follows notice to the Board by?Gregory J. Hayes, RTX Executive Chairman, of his decision to step down as Executive Chairman and as a member of the Board prior to the company's 2025 annual meeting.?Mr. Hayes has served as Executive Chairman of the Board since?May 2024......Effective?April 30, 2025, Mr. Hayes will transition to the role of Special Advisor to the CEO through?January 2, 2026....."

? ? ? ? ? ? ? ? ? ? ? ? ? "Compensation arrangements for the services to be rendered by the retiring Executive Chairman as Special Advisor to the CEO, as approved by the Human Capital & Compensation Committee,?are disclosed in the related Current Report?filed with the SEC.

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