'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) ESG roundup:

? ? ? ? ? ? ? ? ? (a) Below is from last Monday's Fortune CEO Daily Newsletter, "Politicization is ‘deconstructing’ ESG—and the ‘E’ is winning,...":

? ? ? ? ? ? ? ? ? ? ? ? "The political backlash against ESG has clearly had its effect on business sustainability efforts,?at least in the U.S. New corporate commitments to climate programs have slowed substantially, and the already committed are doing less to tout their efforts. Yet I continue to be impressed by the number of companies that have rebuilt corporate strategies around the climate challenge......

? ? ? ? ? ? ? ? ? ? ? ? ?"I made a similar argument Friday morning, at a sustainable business forum at NYU Stern, saying business had moved from greenwashing to a kind of woke whispering. Tensie Whelan, who runs the NYU Stern Center for Sustainable Business, presented some interesting research that supported the notion that progress continues, showing Fortune 100 companies had built up substantial ESG expertise on their boards over the last five years. Of the 100, 89 boards had ESG committees in 2023, compared to just 22 in 2018. And 43% of directors had relevant ESG credentials, up from just 29% in 2018......" ??

? ? ? ? ? ? ? ? ? (b) Below is from this Bloomberg article last week, "Starbucks Investors Approve Pay Package That Drops DEI Reference":


? ? ? ? ? ? ? ? ? ? ?"Starbucks Corp.?shareholders approved a plan to drop a bonus tied to DEI goals for its executives and replace it with a more general workforce target while also shifting more compensation to financial performance.?The new structure, approved at an annual meeting on March 13, nixes a specific goal from the 2023 compensation package that tied 7.5% of executives’ bonuses to an undisclosed goal related to diversity, equity and inclusion......


? ? ? ? ? ? ? ? ? ? "The coffee chain first said it would include ESG-related targets in executive compensation in October 2020. ? ? ? ?Starbucks’s equality, social and governance goals will be part of a longer-term incentive program that makes up about 25% of bonuses that no longer mentions DEI, referring instead to “talent.”........


? ? ? ? ? ? ? ? ? "(T)he company said?it opted to?“modify the talent metric to include a broader spectrum of the workforce and provide for different representation improvement targets in connection with this change.” It said it made the change after meetings with shareholders. Starbucks retains inclusion and diversity goals within its overall compensation structure, a spokesperson said in a statement......


? ? ? ? ? ? ? ? ? ?"Starbucks’s switch to “talent” avoids the term DEI, which has been “weaponized” by the opposition, while still making it clear the company is seeking to broaden the pool of applicants, according to Charles Tharp, a professor who teaches executive compensation at Boston University’s Questrom School of Business. Companies use compensation plans to highlight issues they believe are important to investors, employees, customers, and the general public, Tharp said. He added that opposition to the incentives, such as a letter last year from 13 state attorneys general questioning the legality of certain companies’ DEI plans, will definitely spark caution going forward. “What I hope is we don’t go to what I would call diversity hushing, where people don’t want to talk about what they’re doing,Tharp said."


? ? ? ? ? ? ? ? ?(c) Below is from this other Bloomberg article last week, "Exxon Chief Goes on the Offensive as Wall Street Sours on ESG":

? ? ? ? ? ? ? ? ? ? ? ?"After coming under attack from both environmentalists and investors in the first half of his seven-year tenure at the helm of?Exxon Mobil Corp.,?Darren Woods?is on the offensive.....Woods is also becoming much more strident about climate goals in speeches and interviews, arguing that fossil fuels will still be needed for years to come to meet energy demand and the world is not on a path to net-zero carbon emissions by 2050 because people are unwilling to pay for cleaner alternatives.


? ? ? ? ? ? ? ? ? ? ? "The message may be controversial, but it’s resonating on Wall Street, where “ESG” is fast becoming a loathed moniker as ambitious environmental, social and governance pledges are rubbing against the need for secure and affordable energy......When Woods takes center stage at the CERAWeek by S&P Global energy conference in Houston this week, he’s likely to double down on his long-held view that fossil fuels will be in demand for decades to come and that governments and consumers — rather than just Big Oil — will need to pay for any meaningful transition to greener energy.....


? ? ? ? ? ? ? ? ? ? "The shift away from ESG terminology is a recognition that the energy transition will be complex and won't unfold the same way in every part of the globe,?Dan Yergin, the vice chairman of S&P Global,?which organizes the CERAWeek conference, said in an interview. Conflicts around the world, including in the Middle East and Ukraine, have underscored the need for reliable energy supply, while investors remain focused on returns, he said.....


? ? ? ? ? ? ? ? ? ? "Woods is also being more vocal about his views on a lower-carbon future.?“The dirty secret nobody talks about is how much all this is going to cost and who’s willing to pay for it,he said in a recent Fortune podcast.?The world “waited too long” to consider all the solutions needed to reduce emissions. The comments invoked ire from environmentalists....."


? ? ? ? ? ? ? ? ? ?(Note also this related FT article over the weekend, "Oil executives talk down rapid shift to green energy as profits boom.")

? ? ? ? ? ? ? ? ?(d) Below is from this FT article last week, "Companies take step back from making climate target promises":


? ? ? ? ? ? ? ? ? ?"Hundreds of companies including Microsoft, Unilever?and JBS?have been removed from a validation process for their climate plans after failing to submit sufficiently ambitious targets. More than 1,000 companies representing $23tn in market capitalisation responded to a call before the UN COP26 climate summit in 2021 in Glasgow to commit to setting net zero emissions goals. Since then, the Science Based Targets initiative (SBTi), a standard-setting body backed by a coalition of non-profit organisations, has provided a check on those targets, to determine whether they are in line with a global goal to ideally limit warming to 1.5C above pre-industrial levels as set out in the Paris climate accord in 2015.?


? ? ? ? ? ? ? ? ?"But many companies have been forced to revise their plans as they reached the 2023 year end, marking the end of a two-year deadline. This has led to their removal from the approval process by SBTi.?Companies argue that governments have not created the policy frameworks needed to achieve the emissions reductions, making it difficult for them to move as fast as they originally thought. “The conversation in a lot of places is that we have missed 1.5C [warming threshold] already?.?.?.?but at the same time you’re being told you have to set a 1.5C target,” said Nicola Davidson, vice-president for sustainable development and corporate communications at steelmaker ArcelorMittal.?“We felt this [1.5C target] was too big a step-up in terms of ambition given what we see globally, when you look at our footprint, for all the [policy] levers required to accelerate the steel industry’s transition,” Davidson said......


? ? ? ? ? ? ? ? ?"Of the 1,045 companies that joined the Business Ambition for 1.5C campaign between 2019 and 2021, more than 230 have not submitted targets as promised. This has led to them being marked as “removed” on SBTi’s website this week. The removed label, applied to about 500 companies in the database in total, may also mean that a company has submitted a target that was rejected by SBTi for not being strong enough, said a person familiar with the matter......


? ? ? ? ? ? ? ? "Unilever is among the companies that have not submitted their target to reach net zero emissions for verification by SBTi.?It recently released a revised climate action plan that stretches out 15 years to 2039. Under the updated plan, it aims for a 42 per cent cut between 2021 and 2030 in energy and industrial emissions from its clients and suppliers, known as scope 3 emissions. “What we’ve decided we want to do is focus on the near term for 2030, make sure that we get there,?Rebecca Marmot, Unilever’s chief sustainability officer, told an FT Climate Capital?event in London. “Because if we don’t get to [a] 40 per cent reduction by 2030, unfortunately the reality of reaching net zero in 2039 will be much more difficult for us.”


? ? ? ? ? ? ? ? "In a survey by SBTi of companies that had not ended up submitting a net zero target, 21 per cent cited the challenge of getting a handle on scope 3 emissions.....Microsoft?said it would continue to pursue ambitious goals, which have not changed since we set them”. Other companies complained that the SBTi’s net zero standard was “too abstract” or “too far in the future” or said that regulation could conflict with the target-setting. But most said they still intended to put forward a net zero target in future."


? ? ? ? ? ? ? ?For a strong condemnation of this trend, see this FT commentary last Wednesday, "Wall Street is letting Orwellian doublethink kill climate action."


? ? ? ? ? ? ? ? ? (e) Note, finally, this WSJ interview with Katie McGinty, the Chief Sustainability Officer of Johnson Controls, appearing in this WSJ article last Wednesday, "Johnson Controls Sustainability Chief on Bridging the Climate-Action Divide." Below is from the introductory paragraphs:


? ? ? ? ? ? ? ? ? ? ? "Johnson Controls?provides a host of systems to make buildings smart including heating, ventilation and air conditioning, fire suppression, security and digital management. In 2022, the company had a carbon footprint of 122 million metric tons, nearly all of which was in its value chain. Johnson Controls?aims to have net zero emissions in its operations (Scope 1) and energy use (Scope 2) by 2040.?


? ? ? ? ? ? ? ? ? ? ? ?"Katie McGinty joined the company in 2019 as VP and chief sustainability and external relations officer....McGinty spoke to WSJ Pro?about how her company is building a sustainable future, the challenge of getting C-Suite mindshare and ways to bridge the polarization of climate action....."



? ? ? ? ? ? ? (ii) application of the new SEC mandatory climate disclosure rules to 'foreign private issuers': The application to "foreign private issuers", including Canadian issuers using MJDS, of the SEC Final Rules on mandatory climate-related disclosures, "The Enhancement and Standardization of Climate-Related Disclosures for Investors", adopted earlier this month (see item (i) from March 7/24) are discussed in this TheCorporateCounsel.net?blog post last Wednesday, "SEC Climate Disclosure Rules: The Plight of Foreign Private Issuers." As for Canadian issuers that use MJDS:


? ? ? ? ? ? ? ? ? "It should be noted that one group of foreign private issuers did catch a break from the Commission – Canadian registrants that use the Multijurisdictional Disclosure System (MJDS) and file their Exchange Act registration statements and annual reports on Form 40-F will not be required to comply with the SEC’s climate disclosure rules,?consistent with the framework of the MJDS that allows filers to follow their home jurisdiction laws and rules."


? ? ? ? ? ? ? ? ? ?As for other foreign private issuers:


? ? ? ? ? ? ? ? ? "While the SEC’s climate disclosure rules did ultimately include several accommodations for different types of issuers, the SEC did not make accommodations for foreign private issuers. This approach is consistent with a trend in recent years where the SEC has determined to apply new disclosure requirements equally to domestic and foreign private issuers, after a historical approach of trying to accommodate different circumstances faced by foreign private issuers and encourage US listings through a more accommodative regulatory environment.....After considering....comments, the Commission noted in the adopting release:?


? ? ? ? ? ? ? ? ? ?"While we acknowledge commenters who suggested that foreign private issuers be permitted to substitute compliance with the final rules through disclosures made in response to requirements of other jurisdictions, we are not adopting substituted compliance at this time. We believe it makes sense to observe how reporting under international climate-related reporting requirements and practices develop before making a determination whether such an approach would result in consistent, reliable, and comparable information for investors. The Commission may consider such accommodations in the future depending on developments in the international climate reporting practices and our experience with disclosures under the final rules.......


? ? ? ? ? ? ? ? ? "So, while the Commission still dangles the prospect of a “substituted compliance” approach in some far away future, in the meantime, foreign private issuers are expected to be subject to the same one-size-fits-all approach when it comes to reporting climate-related information for purposes of the U.S. federal securities laws...."



? ? ? ? ? ? ? (iii) Algonquin Power's response to activist hedge fund Starboard Value's nomination of 3 candiaites for election to the Algonquin board/press release of the day: In April/23,?activist hedge fund?Corvex Management,?having acquired a Cdn. $7.8 billion stake in Algonquin Power & Utilities Corp., called on the company to sell assets to pay down debt, joined in this call by activist investor Starboard Value?(see item (xii)(f) form Sept. 6/23). On Thursday, Starboard Value,?now Algonquin Power's largest shareholder with a 9% stake, announced in this press release?the launching of a proxy contest, nominating three candidates for election to the Algonquin Power board at the company's 2024 AGM scheduled for June 4. NYSE/TSX-listed Algonquin Power?& Utilities Corp. responded in this press release?on Friday, as follows:


? ? ? ? ? ? ? ? ? ? ? "Algonquin Power & Utilities Corp. today issued the following statement regarding the director nominations submitted by Starboard Value LP to stand for election to the Algonquin Board of Directors at the Company's 2024 Annual General Meeting of Shareholders:


? ? ? ? ? ? ? ? ? ? ? ? ? ? "Algonquin maintains open communications with its shareholders and appreciates constructive input that advances its goal of enhancing shareholder value. The Company is making important progress executing on its key initiatives, including pursuing a sale of its renewable energy business, continuing its search process for a permanent CEO and repositioning the Company towards a more efficient operating profile and a simplified strategy for the future.


? ? ? ? ? ? ? ? ? ? ? ? ? ? "The Corporate Governance Committee of Algonquin's Board will review the proposed nominees in accordance with the Company's guidelines. The Board will present its formal recommendation with respect to the election of directors in the Company's management information circular, to be filed with Canadian securities regulatory authorities and the Securities and Exchange Commission and delivered to shareholders eligible to vote at the 2024 Annual Meeting of Shareholders. Algonquin shareholders are not required to take any action at this time....."



? ? ? ? ? ? ? (iv) (other) press releases/precedent of the day?(CEO employment agreement):


? ? ? ? ? ? ? ? ? ? (a) The Boeing Company?announced this morning in this press release?that its CEO was stepping down, as well as a Chair succession,?as follows:


? ? ? ? ? ? ? ? ? ? ? ? ?"Boeing President and CEO?Dave Calhoun?today announced his decision to step down as CEO at the end of 2024, and he will continue to lead Boeing through the year to complete the critical work underway to stabilize and position the company for the future. Board Chair?Larry Kellner?has informed the board that he does not intend to stand for re-election at the upcoming Annual Shareholder meeting. The board has elected?Steve Mollenkopf?to succeed Kellner as independent board chair.? In this role, Mollenkopf will lead the board's process of selecting Boeing's next CEO......


? ? ? ? ? ? ? ? ? ? ? ? ? "Read Calhoun's letter to employees, here. Kellner has served on the Boeing Board for 13 years and served as its chair since late 2019.....Mollenkopf has served on the board of directors since 2020....."

? ? ? ? ? ? ? ? ? ??(b) On Feb. 29/24, NYSE-listed, global chemical company (a spin-off of DuPont and the maker of Teflon), The Chemours Company,?announced in?this press release?that it was placing its CEO and CFO on administrative?leave pending an internal review by the audit committee for possible accounting irregularities, and appointing to replace?them Denise Dignam as Interim CEO and Matt Abbott as the Interim CFO (see item (iii) from Feb.29/24; see also item (ii) from March 12/24 for Chemours' update on the audit committee's internal review). On Friday, Chemours?announced in this press release?the appointment of Denise Dignam as permanent CEO, as follows:


? ? ? ? ? ? ? ? ? ? ? ? "The Chemours Company, a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials, today announced the appointment of Denise Dignam, current Interim Chief Executive Officer, to the positions of President and Chief Executive Officer and a member of the Board of Directors, effective immediately.


? ? ? ? ? ? ? ? ? ? ? ? ? ?"Ms. Dignam joined Chemours in 2015....She had served as Interim Chief Executive Officer since February 2024, and prior to that held the positions of President, Titanium Technologies (TT) segment, and President, Advanced Performance Materials (APM) segment---two businesses that represent over 68% of Chemours’ net sales in 2023....Matthew S. Abbott, Interim Chief Financial Officer (CFO), will continue in his role while we commence a comprehensive?search for a permanent CFO.....";

? ? ? ? ? ? ? ? ? ?(c) Papa John's International, Inc. announced on Thursday in this press release?the departure of its CEO "to assume another CEO position" (see (b) below), and the appointment of the company's CFO to the additional position of interim CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Papa John's International, Inc. today announced Rob Lynch, President and Chief Executive Officer, will be departing Papa Johns to assume another CEO position. The Board has appointed Ravi Thanawala, Papa Johns current Chief Financial Officer, as Interim CEO?effective today. To ensure a smooth transition, Mr. Lynch will provide continued support in an advisory role until April 30, 2024. The Board is conducting a comprehensive search process to identify a successor for the CEO role....."


? ? ? ? ? ? ? ? ? ? ? ? Changes to the interim CEO's compensation approved by the Compensation Committee of the Board?are disclosed in the related Current Report?filed with the SEC;


? ? ? ? ? ? ? ? ? ?(d) NYSE-listed Shake Shack Inc. announced on Thursday in this press release?the appointment of the current CEO of Papa John’s International, Inc. as its new CEO?(see (a) above), as follows:


? ? ? ? ? ? ? ? ? ? ? ?"Shake Shack Inc.?today announced that its Board of Directors has appointed Rob Lynch to the role of Chief Executive Officer and board member, effective May 20, 2024. Mr. Lynch currently serves as President and CEO of Papa John’s International, Inc. and under his leadership, the Company has achieved record global system-wide sales. Mr. Lynch will succeed Randy Garutti who will continue as the Company’s CEO through May 20, 2024, which will also be his final day serving on the Board, before transitioning to an advisor through the end of this year to ensure a smooth transition.....


? ? ? ? ? ? ? ? ? ? ? ? "The CEO search committee recognized Rob’s proven track record in leading scaled brands globally while delivering strong results for stakeholders,said Jeff Lawrence, a member of the CEO search committee?and an independent board director. Mr. Lawrence continued......'Above all, the committee found Rob’s leadership style and focus on fostering great workplace culture to be an ideal fit for Shake Shack's cherished people-first hospitality ethos.'......"


? ? ? ? ? ? ? ? ? ? ? ? ?In connection with the appointment, the new CEO and the company entered into this Employment Agreement, as summarized in the related Current Report?filed with the SEC;


? ? ? ? ? ? ? ? ? ?(e) PayPal Holdings, Inc.?announced on March 13 in this press release?the appointment of a Chief Enterprise Services Officer with "end-to-end accountability for global financial crime and?fraud?prevention programs, regulatory and government relations, and risk and compliance management", as follows:


? ? ? ? ? ? ? ? ? ? ? ?"PayPal Holdings, Inc. today announced the appointment of?Aaron J. Webster?as Executive Vice President, Chief Enterprise Services Officer, effective?March 18. Aaron will have end-to-end accountability for global financial crime and?fraud?prevention programs, regulatory and government relations, and risk and compliance management.......Aaron joins PayPal from SoFi, where he was most recently Chief Risk Officer, Global Head of Operations and?Latin America......"



? ? ? ? ? ? ? ? ? ?(f) NYSE/TSX-listed Sun Life Financial Inc.?announced this morning in this press release?the appointment of a new CFO from outside the company (currently CFO at Ontario Teachers' Pension Plan Board), as follows:


? ? ? ? ? ? ? ? ? ? ? ? "?Sun Life Financial Inc. is pleased to announce the appointment of?Timothy (Tim) Deacon?as Executive Vice-President and Chief Financial Officer, reporting to?Kevin Strain, President and CEO, Sun Life,?effective?April 8, 2024. Mr. Deacon will become a member of Sun Life's global Executive Team. He succeeds?Manjit Singh, who is now President of Sun Life Asia. Mr. Singh will continue in his role as President of Sun Life Asia and as CFO until Mr. Deacon assumes his new role......


? ? ? ? ? ? ? ? ? ? ? ? "Mr. Deacon joins Sun Life most recently from a large pension plan with an extensive global footprint where he was the Chief Financial Officer and led a global finance function including financial management and reporting, taxation, financial operations, enterprise planning, asset valuation, procurement and sustainability reporting. As CFO, Mr. Deacon will have responsibility for Sun Life's Finance organization including Finance, Tax, Capital Management, Investor Relations and strategic financial initiatives....."

? ? ? ? ? ?? --------------------------------------------? ? ? ? ?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) ESG roundup:

? ? ? ? ? ? ? ? ? (a) Below is from last Monday's Fortune CEO Daily Newsletter, "Politicization is ‘deconstructing’ ESG—and the ‘E’ is winning,...":

? ? ? ? ? ? ? ? ? ? ? ? "The political backlash against ESG has clearly had its effect on business sustainability efforts,?at least in the U.S. New corporate commitments to climate programs have slowed substantially, and the already committed are doing less to tout their efforts. Yet I continue to be impressed by the number of companies that have rebuilt corporate strategies around the climate challenge......

? ? ? ? ? ? ? ? ? ? ? ? ?"I made a similar argument Friday morning, at a sustainable business forum at NYU Stern, saying business had moved from greenwashing to a kind of woke whispering. Tensie Whelan, who runs the NYU Stern Center for Sustainable Business, presented some interesting research that supported the notion that progress continues, showing Fortune 100 companies had built up substantial ESG expertise on their boards over the last five years. Of the 100, 89 boards had ESG committees in 2023, compared to just 22 in 2018. And 43% of directors had relevant ESG credentials, up from just 29% in 2018......" ??

? ? ? ? ? ? ? ? ? (b) Below is from this Bloomberg article last week, "Starbucks Investors Approve Pay Package That Drops DEI Reference":


? ? ? ? ? ? ? ? ? ? ?"Starbucks Corp.?shareholders approved a plan to drop a bonus tied to DEI goals for its executives and replace it with a more general workforce target while also shifting more compensation to financial performance.?The new structure, approved at an annual meeting on March 13, nixes a specific goal from the 2023 compensation package that tied 7.5% of executives’ bonuses to an undisclosed goal related to diversity, equity and inclusion......


? ? ? ? ? ? ? ? ? ? "The coffee chain first said it would include ESG-related targets in executive compensation in October 2020. ? ? ? ?Starbucks’s equality, social and governance goals will be part of a longer-term incentive program that makes up about 25% of bonuses that no longer mentions DEI, referring instead to “talent.”........


? ? ? ? ? ? ? ? ? "(T)he company said?it opted to?“modify the talent metric to include a broader spectrum of the workforce and provide for different representation improvement targets in connection with this change.” It said it made the change after meetings with shareholders. Starbucks retains inclusion and diversity goals within its overall compensation structure, a spokesperson said in a statement......


? ? ? ? ? ? ? ? ? ?"Starbucks’s switch to “talent” avoids the term DEI, which has been “weaponized” by the opposition, while still making it clear the company is seeking to broaden the pool of applicants, according to Charles Tharp, a professor who teaches executive compensation at Boston University’s Questrom School of Business. Companies use compensation plans to highlight issues they believe are important to investors, employees, customers, and the general public, Tharp said. He added that opposition to the incentives, such as a letter last year from 13 state attorneys general questioning the legality of certain companies’ DEI plans, will definitely spark caution going forward. “What I hope is we don’t go to what I would call diversity hushing, where people don’t want to talk about what they’re doing,Tharp said."


? ? ? ? ? ? ? ? ?(c) Below is from this other Bloomberg article last week, "Exxon Chief Goes on the Offensive as Wall Street Sours on ESG":

? ? ? ? ? ? ? ? ? ? ? ?"After coming under attack from both environmentalists and investors in the first half of his seven-year tenure at the helm of?Exxon Mobil Corp.,?Darren Woods?is on the offensive.....Woods is also becoming much more strident about climate goals in speeches and interviews, arguing that fossil fuels will still be needed for years to come to meet energy demand and the world is not on a path to net-zero carbon emissions by 2050 because people are unwilling to pay for cleaner alternatives.


? ? ? ? ? ? ? ? ? ? ? "The message may be controversial, but it’s resonating on Wall Street, where “ESG” is fast becoming a loathed moniker as ambitious environmental, social and governance pledges are rubbing against the need for secure and affordable energy......When Woods takes center stage at the CERAWeek by S&P Global energy conference in Houston this week, he’s likely to double down on his long-held view that fossil fuels will be in demand for decades to come and that governments and consumers — rather than just Big Oil — will need to pay for any meaningful transition to greener energy.....


? ? ? ? ? ? ? ? ? ? "The shift away from ESG terminology is a recognition that the energy transition will be complex and won't unfold the same way in every part of the globe,?Dan Yergin, the vice chairman of S&P Global,?which organizes the CERAWeek conference, said in an interview. Conflicts around the world, including in the Middle East and Ukraine, have underscored the need for reliable energy supply, while investors remain focused on returns, he said.....


? ? ? ? ? ? ? ? ? ? "Woods is also being more vocal about his views on a lower-carbon future.?“The dirty secret nobody talks about is how much all this is going to cost and who’s willing to pay for it,he said in a recent Fortune podcast.?The world “waited too long” to consider all the solutions needed to reduce emissions. The comments invoked ire from environmentalists....."


? ? ? ? ? ? ? ? ? ?(Note also this related FT article over the weekend, "Oil executives talk down rapid shift to green energy as profits boom.")

? ? ? ? ? ? ? ? ?(d) Below is from this FT article last week, "Companies take step back from making climate target promises":


? ? ? ? ? ? ? ? ? ?"Hundreds of companies including Microsoft, Unilever?and JBS?have been removed from a validation process for their climate plans after failing to submit sufficiently ambitious targets. More than 1,000 companies representing $23tn in market capitalisation responded to a call before the UN COP26 climate summit in 2021 in Glasgow to commit to setting net zero emissions goals. Since then, the Science Based Targets initiative (SBTi), a standard-setting body backed by a coalition of non-profit organisations, has provided a check on those targets, to determine whether they are in line with a global goal to ideally limit warming to 1.5C above pre-industrial levels as set out in the Paris climate accord in 2015.?


? ? ? ? ? ? ? ? ?"But many companies have been forced to revise their plans as they reached the 2023 year end, marking the end of a two-year deadline. This has led to their removal from the approval process by SBTi.?Companies argue that governments have not created the policy frameworks needed to achieve the emissions reductions, making it difficult for them to move as fast as they originally thought. “The conversation in a lot of places is that we have missed 1.5C [warming threshold] already?.?.?.?but at the same time you’re being told you have to set a 1.5C target,” said Nicola Davidson, vice-president for sustainable development and corporate communications at steelmaker ArcelorMittal.?“We felt this [1.5C target] was too big a step-up in terms of ambition given what we see globally, when you look at our footprint, for all the [policy] levers required to accelerate the steel industry’s transition,” Davidson said......


? ? ? ? ? ? ? ? ?"Of the 1,045 companies that joined the Business Ambition for 1.5C campaign between 2019 and 2021, more than 230 have not submitted targets as promised. This has led to them being marked as “removed” on SBTi’s website this week. The removed label, applied to about 500 companies in the database in total, may also mean that a company has submitted a target that was rejected by SBTi for not being strong enough, said a person familiar with the matter......


? ? ? ? ? ? ? ? "Unilever is among the companies that have not submitted their target to reach net zero emissions for verification by SBTi.?It recently released a revised climate action plan that stretches out 15 years to 2039. Under the updated plan, it aims for a 42 per cent cut between 2021 and 2030 in energy and industrial emissions from its clients and suppliers, known as scope 3 emissions. “What we’ve decided we want to do is focus on the near term for 2030, make sure that we get there,?Rebecca Marmot, Unilever’s chief sustainability officer, told an FT Climate Capital?event in London. “Because if we don’t get to [a] 40 per cent reduction by 2030, unfortunately the reality of reaching net zero in 2039 will be much more difficult for us.”


? ? ? ? ? ? ? ? "In a survey by SBTi of companies that had not ended up submitting a net zero target, 21 per cent cited the challenge of getting a handle on scope 3 emissions.....Microsoft?said it would continue to pursue ambitious goals, which have not changed since we set them”. Other companies complained that the SBTi’s net zero standard was “too abstract” or “too far in the future” or said that regulation could conflict with the target-setting. But most said they still intended to put forward a net zero target in future."


? ? ? ? ? ? ? ?For a strong condemnation of this trend, see this FT commentary last Wednesday, "Wall Street is letting Orwellian doublethink kill climate action."


? ? ? ? ? ? ? ? ? (e) Note, finally, this WSJ interview with Katie McGinty, the Chief Sustainability Officer of Johnson Controls, appearing in this WSJ article last Wednesday, "Johnson Controls Sustainability Chief on Bridging the Climate-Action Divide." Below is from the introductory paragraphs:


? ? ? ? ? ? ? ? ? ? ? "Johnson Controls?provides a host of systems to make buildings smart including heating, ventilation and air conditioning, fire suppression, security and digital management. In 2022, the company had a carbon footprint of 122 million metric tons, nearly all of which was in its value chain. Johnson Controls?aims to have net zero emissions in its operations (Scope 1) and energy use (Scope 2) by 2040.?


? ? ? ? ? ? ? ? ? ? ? ?"Katie McGinty joined the company in 2019 as VP and chief sustainability and external relations officer....McGinty spoke to WSJ Pro?about how her company is building a sustainable future, the challenge of getting C-Suite mindshare and ways to bridge the polarization of climate action....."



? ? ? ? ? ? ? (ii) application of the new SEC mandatory climate disclosure rules to 'foreign private issuers': The application to "foreign private issuers", including Canadian issuers using MJDS, of the SEC Final Rules on mandatory climate-related disclosures, "The Enhancement and Standardization of Climate-Related Disclosures for Investors", adopted earlier this month (see item (i) from March 7/24) are discussed in this TheCorporateCounsel.net?blog post last Wednesday, "SEC Climate Disclosure Rules: The Plight of Foreign Private Issuers." As for Canadian issuers that use MJDS:


? ? ? ? ? ? ? ? ? "It should be noted that one group of foreign private issuers did catch a break from the Commission – Canadian registrants that use the Multijurisdictional Disclosure System (MJDS) and file their Exchange Act registration statements and annual reports on Form 40-F will not be required to comply with the SEC’s climate disclosure rules,?consistent with the framework of the MJDS that allows filers to follow their home jurisdiction laws and rules."


? ? ? ? ? ? ? ? ? ?As for other foreign private issuers:


? ? ? ? ? ? ? ? ? "While the SEC’s climate disclosure rules did ultimately include several accommodations for different types of issuers, the SEC did not make accommodations for foreign private issuers. This approach is consistent with a trend in recent years where the SEC has determined to apply new disclosure requirements equally to domestic and foreign private issuers, after a historical approach of trying to accommodate different circumstances faced by foreign private issuers and encourage US listings through a more accommodative regulatory environment.....After considering....comments, the Commission noted in the adopting release:?


? ? ? ? ? ? ? ? ? ?"While we acknowledge commenters who suggested that foreign private issuers be permitted to substitute compliance with the final rules through disclosures made in response to requirements of other jurisdictions, we are not adopting substituted compliance at this time. We believe it makes sense to observe how reporting under international climate-related reporting requirements and practices develop before making a determination whether such an approach would result in consistent, reliable, and comparable information for investors. The Commission may consider such accommodations in the future depending on developments in the international climate reporting practices and our experience with disclosures under the final rules.......


? ? ? ? ? ? ? ? ? "So, while the Commission still dangles the prospect of a “substituted compliance” approach in some far away future, in the meantime, foreign private issuers are expected to be subject to the same one-size-fits-all approach when it comes to reporting climate-related information for purposes of the U.S. federal securities laws...."



? ? ? ? ? ? ? (iii) Algonquin Power's response to activist hedge fund Starboard Value's nomination of 3 candiaites for election to the Algonquin board/press release of the day: In April/23,?activist hedge fund?Corvex Management,?having acquired a Cdn. $7.8 billion stake in Algonquin Power & Utilities Corp., called on the company to sell assets to pay down debt, joined in this call by activist investor Starboard Value?(see item (xii)(f) form Sept. 6/23). On Thursday, Starboard Value,?now Algonquin Power's largest shareholder with a 9% stake, announced in this press release?the launching of a proxy contest, nominating three candidates for election to the Algonquin Power board at the company's 2024 AGM scheduled for June 4. NYSE/TSX-listed Algonquin Power?& Utilities Corp. responded in this press release?on Friday, as follows:


? ? ? ? ? ? ? ? ? ? ? "Algonquin Power & Utilities Corp. today issued the following statement regarding the director nominations submitted by Starboard Value LP to stand for election to the Algonquin Board of Directors at the Company's 2024 Annual General Meeting of Shareholders:


? ? ? ? ? ? ? ? ? ? ? ? ? ? "Algonquin maintains open communications with its shareholders and appreciates constructive input that advances its goal of enhancing shareholder value. The Company is making important progress executing on its key initiatives, including pursuing a sale of its renewable energy business, continuing its search process for a permanent CEO and repositioning the Company towards a more efficient operating profile and a simplified strategy for the future.


? ? ? ? ? ? ? ? ? ? ? ? ? ? "The Corporate Governance Committee of Algonquin's Board will review the proposed nominees in accordance with the Company's guidelines. The Board will present its formal recommendation with respect to the election of directors in the Company's management information circular, to be filed with Canadian securities regulatory authorities and the Securities and Exchange Commission and delivered to shareholders eligible to vote at the 2024 Annual Meeting of Shareholders. Algonquin shareholders are not required to take any action at this time....."



? ? ? ? ? ? ? (iv) (other) press releases/precedent of the day?(CEO employment agreement):


? ? ? ? ? ? ? ? ? ? (a) The Boeing Company?announced this morning in this press release?that its CEO was stepping down, as well as a Chair succession,?as follows:


? ? ? ? ? ? ? ? ? ? ? ? ?"Boeing President and CEO?Dave Calhoun?today announced his decision to step down as CEO at the end of 2024, and he will continue to lead Boeing through the year to complete the critical work underway to stabilize and position the company for the future. Board Chair?Larry Kellner?has informed the board that he does not intend to stand for re-election at the upcoming Annual Shareholder meeting. The board has elected?Steve Mollenkopf?to succeed Kellner as independent board chair.? In this role, Mollenkopf will lead the board's process of selecting Boeing's next CEO......


? ? ? ? ? ? ? ? ? ? ? ? ? "Read Calhoun's letter to employees, here. Kellner has served on the Boeing Board for 13 years and served as its chair since late 2019.....Mollenkopf has served on the board of directors since 2020....."

? ? ? ? ? ? ? ? ? ??(b) On Feb. 29/24, NYSE-listed, global chemical company (a spin-off of DuPont and the maker of Teflon), The Chemours Company,?announced in?this press release?that it was placing its CEO and CFO on administrative?leave pending an internal review by the audit committee for possible accounting irregularities, and appointing to replace?them Denise Dignam as Interim CEO and Matt Abbott as the Interim CFO (see item (iii) from Feb.29/24; see also item (ii) from March 12/24 for Chemours' update on the audit committee's internal review). On Friday, Chemours?announced in this press release?the appointment of Denise Dignam as permanent CEO, as follows:


? ? ? ? ? ? ? ? ? ? ? ? "The Chemours Company, a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials, today announced the appointment of Denise Dignam, current Interim Chief Executive Officer, to the positions of President and Chief Executive Officer and a member of the Board of Directors, effective immediately.


? ? ? ? ? ? ? ? ? ? ? ? ? ?"Ms. Dignam joined Chemours in 2015....She had served as Interim Chief Executive Officer since February 2024, and prior to that held the positions of President, Titanium Technologies (TT) segment, and President, Advanced Performance Materials (APM) segment---two businesses that represent over 68% of Chemours’ net sales in 2023....Matthew S. Abbott, Interim Chief Financial Officer (CFO), will continue in his role while we commence a comprehensive?search for a permanent CFO.....";

? ? ? ? ? ? ? ? ? ?(c) Papa John's International, Inc. announced on Thursday in this press release?the departure of its CEO "to assume another CEO position" (see (b) below), and the appointment of the company's CFO to the additional position of interim CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Papa John's International, Inc. today announced Rob Lynch, President and Chief Executive Officer, will be departing Papa Johns to assume another CEO position. The Board has appointed Ravi Thanawala, Papa Johns current Chief Financial Officer, as Interim CEO?effective today. To ensure a smooth transition, Mr. Lynch will provide continued support in an advisory role until April 30, 2024. The Board is conducting a comprehensive search process to identify a successor for the CEO role....."


? ? ? ? ? ? ? ? ? ? ? ? Changes to the interim CEO's compensation approved by the Compensation Committee of the Board?are disclosed in the related Current Report?filed with the SEC;


? ? ? ? ? ? ? ? ? ?(d) NYSE-listed Shake Shack Inc. announced on Thursday in this press release?the appointment of the current CEO of Papa John’s International, Inc. as its new CEO?(see (a) above), as follows:


? ? ? ? ? ? ? ? ? ? ? ?"Shake Shack Inc.?today announced that its Board of Directors has appointed Rob Lynch to the role of Chief Executive Officer and board member, effective May 20, 2024. Mr. Lynch currently serves as President and CEO of Papa John’s International, Inc. and under his leadership, the Company has achieved record global system-wide sales. Mr. Lynch will succeed Randy Garutti who will continue as the Company’s CEO through May 20, 2024, which will also be his final day serving on the Board, before transitioning to an advisor through the end of this year to ensure a smooth transition.....


? ? ? ? ? ? ? ? ? ? ? ? "The CEO search committee recognized Rob’s proven track record in leading scaled brands globally while delivering strong results for stakeholders,said Jeff Lawrence, a member of the CEO search committee?and an independent board director. Mr. Lawrence continued......'Above all, the committee found Rob’s leadership style and focus on fostering great workplace culture to be an ideal fit for Shake Shack's cherished people-first hospitality ethos.'......"


? ? ? ? ? ? ? ? ? ? ? ? ?In connection with the appointment, the new CEO and the company entered into this Employment Agreement, as summarized in the related Current Report?filed with the SEC;


? ? ? ? ? ? ? ? ? ?(e) PayPal Holdings, Inc.?announced on March 13 in this press release?the appointment of a Chief Enterprise Services Officer with "end-to-end accountability for global financial crime and?fraud?prevention programs, regulatory and government relations, and risk and compliance management", as follows:


? ? ? ? ? ? ? ? ? ? ? ?"PayPal Holdings, Inc. today announced the appointment of?Aaron J. Webster?as Executive Vice President, Chief Enterprise Services Officer, effective?March 18. Aaron will have end-to-end accountability for global financial crime and?fraud?prevention programs, regulatory and government relations, and risk and compliance management.......Aaron joins PayPal from SoFi, where he was most recently Chief Risk Officer, Global Head of Operations and?Latin America......"



? ? ? ? ? ? ? ? ? ?(f) NYSE/TSX-listed Sun Life Financial Inc.?announced this morning in this press release?the appointment of a new CFO from outside the company (currently CFO at Ontario Teachers' Pension Plan Board), as follows:


? ? ? ? ? ? ? ? ? ? ? ? "?Sun Life Financial Inc. is pleased to announce the appointment of?Timothy (Tim) Deacon?as Executive Vice-President and Chief Financial Officer, reporting to?Kevin Strain, President and CEO, Sun Life,?effective?April 8, 2024. Mr. Deacon will become a member of Sun Life's global Executive Team. He succeeds?Manjit Singh, who is now President of Sun Life Asia. Mr. Singh will continue in his role as President of Sun Life Asia and as CFO until Mr. Deacon assumes his new role......


? ? ? ? ? ? ? ? ? ? ? ? "Mr. Deacon joins Sun Life most recently from a large pension plan with an extensive global footprint where he was the Chief Financial Officer and led a global finance function including financial management and reporting, taxation, financial operations, enterprise planning, asset valuation, procurement and sustainability reporting. As CFO, Mr. Deacon will have responsibility for Sun Life's Finance organization including Finance, Tax, Capital Management, Investor Relations and strategic financial initiatives....."

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