'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) Canadian Centre for Cyber Security's report on cybersecurity in Canada (including data on phishing attacks and ransomware)/WSJ interview with Amazon's chief information security officer:?
? ? ? ? ? ? ? ? ? ?(a) On Oct. 28, Statistics Canada released?its latest report on cyber incidents in Canada, "Canadian Survey of Cyber?Security and Cybercrime (CSCSC)?(see item (i)(b) from Oct.30/24), and, as reported in this Globe and Mail editorial board opinion last Wednesday, "Stop playing defence against cyberattacks", the Canadian Centre for Cyber Security?(Canada’s technical authority on cyber security) released on Oct. 30 this comprehensive (53-page) report on cybersecurity in Canada, "National Cyber Threat Assessment 2025-2026." As the Globe and Mail opinion reports:
? ? ? ? ? ? ? ? ? ? ? ? ? ?"......Canadian companies spent $1.2-billion last year recovering from cyberattacks,?twice as much as two years earlier, according to data gathered by Statistics Canada. And a report last month from the Canadian Centre for Cyber Security shows that fraud losses were up nearly 50 per cent from 2021 through 2023, to $567-million last year....."
? ? ? ? ? ? ? ? ? ? ? ? ? Below is from section 2 of the Canadian Centre for Cyber Security?report, "Cybercrime threats", discussing phishing attacks and ransomware:?
? ? ? ? ? ? ? ? ? ? ? ? ?"Phishing attacks becoming more accessible and sophisticated with new tools and services: We judge that the threat from fraud and scams will continue to grow in the next two years with the proliferation of Phishing-as-a-Service kits that cybercriminals can purchase online, as well as chatbots powered by artificial intelligence (AI) that craft convincing phishing emails for cybercriminals. These tools make phishing attacks more accessible for cybercriminals who are less technically sophisticated.
? ? ? ? ? ? ? ? ? ? ? ? "Ransomware threat to Canada continues to grow and evolve: Ransomware is one of the most disruptive forms of cybercrime facing Canada and our allies. Since 2020, ransomware attacks have increased in scope, frequency and complexity. We judge that ransomware will almost certainly continue to be the most impactful cyber threat facing Canadian organizations in the next two years as ransomware actors constantly refine their tactics to maximize profits.
? ? ? ? ? ? ? ? ? ? ? ? "Ransomware incidents and ransom payments are growing: 2023 was a record-breaking year for ransomware. By some estimates, the global number of ransomware incidents rose 74% in 2023 compared with 2022,?and global ransom payments reached a record of $1 billion USD. By one estimate, the average ransom paid in Canada in 2023 was $1.130 million CAD, an increase of almost 150% in two?years. Open-source reporting reveals that these trends continued into the first half of 2024, with ransom payments and incidents on track to exceed numbers observed in 2023. Observed increases in ransomware are almost certainly higher since many incidents go unreported. We judge that the ransomware threat will almost certainly continue to grow in the next two years unless significant disruptions to the ransomware ecosystem occur....."
? ? ? ? ? ? ? ? ? ?(b) CJ Moses is Amazon’s chief information security officer, and he recently spoke with the WSJ about the proliferation of cyberattacks. Below are excerpts from the interview which appeared in this WSJ article last Thursday, "The AI Effect: Amazon Sees Nearly 1 Billion Cyber Threats a Day":
? ? ? ? ? ? ? ? ? ? ? ? ?"WSJ: ?How many attacks are you seeing these days?
? ? ? ? ? ? ? ? ? ? ? ? ? ?CJ Moses: We’re seeing billions of attempts coming our way. On average, we’re seeing 750 million attempts per day. Previously, we’d see about 100 million hits per day, and that number has grown to 750 million over six or seven months.?
? ? ? ? ? ? ? ? ? ? ? ? ? ?"WSJ:?Is that a sign hackers are using AI??
? ? ? ? ? ? ? ? ? ? ? ? ? ? CJ Moses: Without a doubt. Generative AI has provided access to those who previously didn’t have software-development engineers to do these things. Now, it’s more ubiquitous, such that normal humans can do things they couldn’t do before?because they just ask the computer to do that for them. We’re seeing a good bit of that, as well as the use of AI to increase the realness of phishing, and things like that. They’re still not there 100%. We still can find errors in every phishing message that goes out, but they’re getting cleaner."
? ? ? ? ? ? ? (ii) adding IT expertise to the board/press release of the day: Nasdaq/TSX-listed Open Text Corporation?announced on Tuesday in this press release the addition of Cisco Systems'?Chief Information Officer to its board, as follows:
? ? ? ? ? ? ? ? ? ?"Open Text Corporation today announced the appointment of?Fletcher Previn?to its board of directors. Mr. Previn is Senior Vice President & Chief Information Officer of Cisco Systems, Inc., a worldwide technology leader that connects a broad range of technologies that help to power, secure, and draw insights from the Internet.
? ? ? ? ? ? ? ? ? ? "I am very pleased to welcome Fletcher to the OpenText Board," said?Tom Jenkins, Chair of the Board of Directors. "He is a highly qualified executive with over 20 years of experience in IT.....Fletcher's appointment reflects the Board's ongoing commitment to board refreshment and skill-set diversity, as well as further aligning the qualifications and expertise of our directors with our strategy........"
? ? ? ? ? ? ?(iii) SAP CEO on adding the role of chair and the importance of having a diversity of perspectives (and more): Christian Klein, at age 44 one of the youngest CEOs in the Fortune 500, was appointed CEO of enterprise software giant SAP SE some 5 years ago, and assumed the added role of chairman about one year ago. He was recently interviewed by Fortune?in the latest episode of?its?"Leadership?Next"?series of podcasts, discussing several topics including assuming the additional role of chairman, and the importance of having a diversity of perspectives. Below are excepts from the transcript appearing in this Fortune feature last Wednesday, "A key lesson for leaders from SAP’s CEO: ‘You cannot solve everything with technology’":
? ? ? ? ? ? ? ? ? ?"Fortune: I think it was about a year ago you added on the chairman role, is that correct?....Does that make any difference or how does that help you in the running of the company to have that additional title??
? ? ? ? ? ? ? ? ? ? Klein: Yeah, look chairman governance is a little bit different. I have 19 people in my supervisory [board]. We want 19 and you have employee representatives take care rightfully about the good and benefits of our employees. And then you have the shareholder side. And then you have the executive board. And so there are some people and as a CEO, you put out a strategy and you need to make sure that the number that this company is successful and you need to really juggle all of these balls....And there you know the chairman title helps to say, Yes we discuss. I’m always a friend of, let’s as a team discuss because then I’m sure we are getting the best outcomes but at the end of the day someone should be able to make a decision to move forward. And that is something, you which is then binded to this chairman title. And I’m very thankful that the supervisory board said, Hey, we trust Christian and that he is then also becoming the chairman.?
? ? ? ? ? ? ? ? ? ?"Fortune:?.....It can also be hard to change a culture when you’re part of it. Was it obvious to you in terms of the levers that you’ve used in the past five years to get SAP to where it needs to go? .....
? ? ? ? ? ? ? ? ? ? Klein: Yeah. I mean, there’s always big talk about why diversity is important. And I feel where diversity is super important is also to get different perspectives.?So as I said early on in Southeast Asia, we cannot, you know, make this successful only with Christians and Kleins. And so here on the board, what I really learned is that, of course, you know the company extremely well but then there are certain elements in the business transformation, which is pretty new to the company. And then I learned by bringing in also other people, different backgrounds than me, coming from different geographies to me from different companies.?For example, Microsoft, they have seen some of that. So it’s not necessary to run into this issue when you have people around you who can tell you, Hey, we have seen this movie before, maybe Christian, we should go that way. And I had a lot of these aha effects during the last four years, and I learned how important it is to really have different perspective. You cannot sit 100 people around you, but a few with a diverse perspective on a topic definitely helps.?So, you know, I guess it’s really important when you put together your team that you have the right mix of people, understanding the company, understanding our customers that then, but then especially in the transformation to get also some people from outside in will definitely help."?
? ? ? ? ? ? ? (iv) (other) press releases of the day:
? ? ? ? ? ? ? ? ? ? (a) NYSE-listed Abercrombie & Fitch Co.?announced on Tuesday in this press release?the promotion of the Senior VP, Corporate Finance, IR and Treasury to the position of CFO, reporting to the COO, as follows:
? ? ? ? ? ? ? ? ? ? ? ? "Abercrombie & Fitch Co. today announced?the promotion of veteran Finance leader Robert Ball to Chief Financial Officer, effective November 20, 2024. In his new role, Ball will serve on the company’s executive leadership team and continue to report to Scott Lipesky, Executive Vice President and Chief Operating Officer.
? ? ? ? ? ? ? ? ? ? ? ? "Ball, previously the company’s Senior Vice President of Corporate Finance, Investor Relations, and Treasury, brings nearly 22 years of experience leading key Abercrombie & Fitch Co.?Finance and Strategy functions to the role. Lipesky, who served as the company’s CFO since 2017, was promoted to COO in May 2023, and will remain in that role, leading the company’s global operations and growth strategies, while driving financial discipline, capital allocation and efficiency....."
? ? ? ? ? ? ? ? ? ? ? ? Material adjustments to the new CFO's compensation as approved by the board's Compensation and Human Capital Committee are disclosed in the related Current Report?filed with the SEC, as are the terms of the Executive Severance Agreement entered into between the new CFO and the company;
? ? ? ? ? ? ? ? ? ? ? (b) On May 31/24, Nasdaq-listed, engineering and construction software?company Autodesk, Inc. announced in this press release?the results of the audit committee investigation of certain accounting issues, as well as the appointment of ?Elizabeth "Betsy" Rafael, a director of the company, as interim CFO (see item (iii) from Jul4/24). On Tuesday,?Autodesk announced in this press release the appointment of a new CFO from outside the company, as follows:
? ? ? ? ? ? ? ? ? ? ? ? ? "Autodesk, Inc. today announced the appointment of?Janesh Moorjani?as the company's chief financial officer,?effective?December 16, 2024. Moorjani brings over 20 years of experience in the technology industry, with deep expertise in driving growth and efficiency at scale.?Most recently, Moorjani served as CFO and COO of Elastic NV (NYSE: ESTC), the Search AI Company.
? ? ? ? ? ? ? ? ? ? ? ? ? ?"Reporting to chief executive officer?Andrew Anagnost, Moorjani will lead and oversee Autodesk's global finance organization. Moorjani will succeed interim chief financial officer?Elizabeth "Betsy" Rafael,?who will serve as an advisor to the company through the end of fiscal 2025 and will continue to serve on Autodesk's Board of Directors, resuming her status as an independent director following the transition period and end of her employment by the company....."
? ? ? ? ? ? ? ? ? ? ? ? ? Terms of an Employment Offer Letter entered into between the company and the new CFO are summarized ?in the related Current Report?filed with the SEC;
? ? ? ? ? ? ? ? ? ? ? ? (c) Privately held, global mass media company (publisher of such magazines as Voque, The New Yorker, GQ and Vanity Fair) Condé?Nast?announced on Nov. 20?in this press release?the appointment of a new Chief Diversity and Inclusion Officer, as follows:
? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"Condé Nast?announces the appointment of Cheryl Kaba?as its new chief diversity and inclusion officer. She will officially assume the role early next year. Kaba most recently served as the executive director of talent and diversity at Morgan Stanley......Prior to this, she worked at American Express for eleven years......
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"As chief diversity officer of Condé Nast, she will be responsible for the company’s diversity strategy across its global portfolio of over 20 brands in 12 countries. She will lend expertise to ensure the recruitment, development and sponsorship of a new generation of diverse talent.?She will also work with brand teams to reflect our commitments throughout the company’s content and also with the company’s executive leadership team to drive initiatives, training and programs that further this vision......"
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