'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) on the ESG/DEI backlash, and how companies are dealing with it: roundup: Numerous items last year dealt with what has been referred to as the "anti-woke" and "anti-ESG" backlash, particularly, in the case of DEI, following the ruling ?last June of the U.S. Supreme Court striking down affirmative action in university admissions (see item (i) from Jul3/23), a backlash which has only been exacerbated by the resignation last Tuesday of Harvard University President, Claudine Gay: as examples of the latter, see this Fortune article last Thursday, "Hedge fund billionaire Bill Ackman takes aim at DEI ‘ideology’ after Harvard president’s resignation, claiming it’s anti-capitalist ", and this National Post article last Friday, "Claudine Gay resignation may signal the beginning of the end of the woke DEI cabal "; see also this Fortune commentary last Thursday, "The anti-DEI movement has gone from fringe to mainstream. Here’s what that means for corporate America "; and for an interesting discussion on DEI programs today, see this NY Times?op-ed today, "Claudine Gay Was Not Driven Out Because She Is Black ").?Below are series of articles which have appeared over the last few weeks on the topic ESG/DEI and the backlash against them, and how many prominent companies are dealing with this. Note that several of the articles below pre-date the Gay resignation.

? ? ? ? ? ? ? ? ? ? (a) From three recent HBR?posts:

? ? ? ? ? ? ? ? ? i) Below is the headnote summary of this Dec. 22 HBR post, "ESG Is Under Attack. How Should Your Company Respond? ", discussing the ESG backlash and describing a framework for dealing with it,?by Andrew Winston, "one of the world’s leading thinkers on sustainable business strategy":

? ? ? ? ? ? ? ? ? ? ?"Summary: The so-called “anti-ESG” movement — a loosely defined collection of beliefs and actions aimed at fighting a perceived shift towards “woke” or progressive ideas in society and business —?is top of mind for CEOs and other senior executives. But in order to navigate this terrain, leaders need to better understand exactly how ESG or sustainability are being used as a critique, and whether those doing the critiquing are doing so in good faith. The author has created a 2×2 to help executives identify exactly who they’re dealing with, what argument they’re making, and how to effectively respond."

? ? ? ? ? ? ? ? ? ? ? ? Below are excerpts from the introductory paragraphs of the post:

? ? ? ? ? ? ? ? ? ? ? ? "When I speak with business leaders about corporate sustainability, the conversations now inevitably turn to the “anti-ESG” movement — a loosely defined collection of beliefs and actions aimed at fighting a perceived shift towards “woke” or progressive ideas in society and business.

? ? ? ? ? ? ? ? ? ? ? ? "While some of the rhetoric may be cooling a bit, external critics of ESG have definitely altered how companies act, especially in the U.S. Executives have gotten quieter about their sustainability efforts?(also known as “greenhushing ”). Has the pullback on talking about climate and equity issues slowed action within companies? It’s not clear yet, but the public pressure to keep your head low doesn’t encourage a broad transition to more sustainable practices and brands.

? ? ? ? ? ? ? ? ? ? ? ?"In working with organizations, I see executives — from the CEO on down — struggling to avoid being a target, while staying true to their values and public commitments.?They know customers, employees, and other stakeholders are watching. But it’s hard to be strategic about something as amorphous as “anti-ESG.” There is no single anti-ESG movement, and many voices are at odds. Some critics oppose sustainability entirely, while others support it but are deeply skeptical of corporate claims (especially from banks about ESG investing).

? ? ? ? ? ? ? ? ? ? ? ?" We need a more nuanced approach to address these pressures. I propose a model to help company senior leadership and managers understand the various voices and guide how to engage with them......To help corporate leaders navigate the diverse anti-ESG and anti-sustainability voices, I’ve tested out a simple framework with clients. I map the voices along two dimensions in a classic 2×2 grid. One axis assesses the breadth of the criticism.....The other axis evaluates whether the critics — of ESG or sustainability in general, or of your company specifically — are arguing in good faith......"

? ? ? ? ? ? ? ? ? ?ii) The same author as in i) above is also the author of this Dec. 28 HBR post "2023: A Strange, Tumultuous Year in Sustainability ", which "looks at three themes in sustainability from 2023 that really dwarf other stories", the first one of then being the "anti-ESG movement":

? ? ? ? ? ? ? ? ? ? ? ?"1. The Anti-ESG Movement Plagues Companies: This was the biggest topic in sustainable business by far, even as we struggled to clearly define “ESG.” To me, ESG — which stands for environmental, social, and governance —?is mostly a term used by the financial world to look at the risk to companies from environmental and social issues. It’s not the broader idea of sustainability, which covers the role of business in society and its contribution to a thriving world.?But the terms got conflated with ESG opponents using it as?“a proxy for opposition to the spread of ‘liberal values'"......Anti-ESG is an American creation, and it has a number of flavors ,?but I heard discussions of it all over the world.

? ? ? ? ? ? ? ? ? ? ? ? "Its influence played out in a number of ways. Some companies and brands — like M&Ms, Target, and Bud Light?— faced firestorms of protest for actions critics found too “woke,” and took heat for their often awkward responses......In response to a significant amount of talk in the media and amongst employees on these issues, many companies decided to go silent, embracing a sustainability word-of-the-year, "greenhushing".....

? ? ? ? ? ? ? ? ? ? ? ?"On the other hand......a Bloomberg Intelligence survey found that the “trend of increasing focus on ESG by both businesses and investors … appears to remain intact.”.....The reality is that there wouldn’t be such powerful backlash if there weren’t real progress. On some level, it doesn’t matter too much if companies speak less as long as they continue to do the hard work of decarbonizing and tackling inequality.?But it is a concern, as it might make it less likely they will work on the larger, systemic problems we need to solve. It’s hard to collaborate if you don’t talk. The silence should lessen. Some corporate leaders are just changing?language — BlackRock?CEO Larry Fink?says he’ll??says he’ll stop using the “weaponized” term ESG (but the firm kept launching ESG funds)......"

? ? ? ? ? ? ? ? ? ? ? iii) Below is the headnote summary of this HBR post last Friday, "DEI Is Under Attack. Here’s How Companies Can Mitigate the Legal Risks .", by a Professor of Constitutional Law at NYU School of Law and an Adjunct Professor of Law at NYU School of Law:

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Summary. In June 2023, the Supreme Court effectively ended race-based affirmative action in higher education in the?Students for Fair Admissions?(SFFA)?case. On the heels of that decision, newly empowered activists have brought a barrage?of challenges against workplace DEI efforts. When it comes to DEI today, the authors predict that neither side will “win.” Rather, as the law inevitably evolves in a more conservative direction, the new legal standards will be absorbed into the field of DEI, transforming it as an enterprise. While this shift will occur organically, smart organizations can avoid a lot of pain and expense by thinking about how to adapt in a more intentional way. The authors identify three criteria that make DEI programs most risky and offer solutions to help organizations mitigate legal risk while maintaining the core project of building a more just future."

? ? ? ? ? ? ? ? ? (b) From last Thursday's NY Times DealBook Newsletter, "The Fight Over D.E.I. in the C-suite ":

? ? ? ? ? ? ? ? ? ? ? ? ?"....Some of Gay’s most outspoken detractors have cited efforts to improve diversity on campus and in boardrooms — known as diversity, equity and inclusion, or D.E.I. — as a reason for her downfall....Many prominent business leaders are weighing in on the debate that is taking place amid a broader pushback against policies like those around environmental, social and governance — or E.S.G. — that have been criticized by some as politically motivated rather than business-minded......

? ? ? ? ? ? ? ? ? ? ? ? ?"(O)n X,?Elon Musk?argued that the basis of D.E.I. was “literally the definition of racism.” Others are pushing back.?The billionaire entrepreneur?Mark Cuban challenged Musk in a series of posts on X, defending the three principles of D.E.I. as good for business:?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ??– On diversity, “Good businesses look where others don’t, to find the employees that will put your business in the best possible position to succeed.”?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? -- On equity, “Put your employees in a position to succeed. Recognize their differences and play to their strengths wherever possible.”

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? – And on inclusion, “Great companies create environments that reduce unnecessary stress of their employees.”

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?(More on the Musk/Cuban DEI debate in this Business Insider article last Thursday, "Elon Musk isn't convinced by Mark Cuban's defense of DEI "; this Fortune article last Thursday, "In billionaires’ brawl over DEI, Bill Ackman knocks Mark Cuban’s rebuttal to Elon Musk: ‘I fell for the same trap’ "; and this Fortune?article last Friday, "Mark Cuban defends DEI as fellow billionaires Musk, Ackman attack diversity strategies. ")

? ? ? ? ? ? ? ? ? ? ? ? ? ? (c) From last Thursday's WSJ article, "How the Push for Diversity at Colleges and Companies Came Under Siege ":

? ? ? ? ? ? ? ? ? ? ? ???"The management philosophy known as DEI, which had gathered momentum since 2020, has been under siege over the past year amid a collision of legal, economic and geopolitical forces. The Supreme Court struck down affirmative action in colleges, removing the legal rationale buttressing many diversity programs.....?This week brought the resignation of Harvard University President Claudine Gay, ?whose championing of diversity initiatives made her a target of conservative critics.......

? ? ? ? ? ? ? ? ? ? ? ???"It isn’t clear whether the upheaval of the past year will have a broad and lasting impact on how companies....approach diversity.?Some DEI consultants say the scrutiny surrounding such efforts in academia could have a chilling effect on corporate diversity initiatives, emboldening critics to take them on.?Others maintain that DEI is resilient. “I do expect we’ll see activists targeting companies and leaders who have been outspoken on the importance of diversity and inclusion,” said?Joelle Emerson, CEO of Paradigm, a provider of consulting services and analytic tools that has worked with organizations including American Express, Grubhub and the National Football League?on their DEI efforts. “In our work, we’ve already seen this start to happen. I’ve heard a number of leaders at Fortune 500 companies say that they’re planning to continue their diversity and inclusion efforts, but just plan to be quieter about what they’re doing.”

? ? ? ? ? ? ? ? ? ? (d) From this WSJ article today, "The Latest Dirty Word in Corporate America: ESG " (which, note, inter alia refers to the Teneo?report discussed in (f) below):

? ? ? ? ? ? ? ? ? ? ??? "Many companies no longer utter these three letters: E-S-G.?Following years of simmering investor backlash, political pressure and legal threats over environmental, social and governance efforts, a number of business leaders are now making a conscious effort to avoid the once widely used acronym for such initiatives. On earnings calls, many chief executives now employ new approaches. Some companies, including Coca-Cola, are rebranding corporate reports and committees, stripping ESG from titles.?Advisers are coaching executives on alternative ways to describe their efforts, proposing new terms like “responsible business......

? ? ? ? ? ? ? ? ? ? ???"The shift in messaging reflects a reality:?“ESG is complicated,” said?Daryl Brewster, a former Kraft Foods and Nabisco executive who now heads Chief Executives for Corporate Purpose, a nonprofit of more than 200 companies focused on social impact.?Many CEOs stress that they continue to follow sustainability commitments made years ago—even if they are no longer talking about them as often publicly. A December survey by the advisory firm Teneo?found that about 8% of CEOs are ramping down their ESG programs; the rest are staying the course but often making changes to how they handle them.

? ? ? ? ? ? ? ? ? ? ??? "Many leaders are more closely examining disclosures, wanting to avoid regulatory scrutiny or political criticism.?In lieu of lofty pronouncements, advisers are telling CEOs to be more precise and to set goals that can be achieved. Saying as little as possible is recommended.....On earnings calls,?mentions of ESG rose steadily until 2021 and have declined since, according to a FactSet analysis. In the fourth quarter of 2021, 155 companies in the S&P 500 mentioned ESG initiatives;?by the second quarter of 2023, that had fallen to 61 mentions.?Adding to the challenges for companies is that some dimensions of ESG, particularly the social goals, can be difficult to quantify. Corporate diversity programs, often part of an ESG agenda, face new scrutiny following a Supreme Court decision on affirmative action.......

? ? ? ? ? ? ? ? ? ? ??? ?"Executives and their advisers say companies remain more committed to the “E” in ESG, wanting to respond to climate change. Some CEOs say that environmental factors are crucial to their business,?one reason many went to Dubai for COP28, the U.N.’s climate conference......Some of the changes leaders are making are subtle. At Coca-Cola, the company published a “Business & ESG” report in 2022; in 2023, it was released as the “Business and Sustainability” report. The beverage giant also renamed committees on its board of directors....."

? ? ? ? ? ? ? ? ? ? (e) From this Fortune article yesterday, "Companies are getting it from all sides on ESG. They’re either ‘going too far’ or ‘not doing enough’ " (which also,?note, inter alia refers to the Teneo?report discussed in (f) below):

? ? ? ? ? ? ? ? ? ? ??? ?"When companies wade into ESG waters, they’re soon drowning in displeasure from critics.... Still, executives are staying the course.?An overwhelming majority of CEOs—92%—say they plan to continue their ESG (environmental, social, and governance) initiatives despite the public backlash, according to a survey of 260 CEOs and investors conducted by CEO consulting firm Teneo.?“Companies must be prepared for multiple risks, including stakeholders who think they are going too far on ESG and, conversely, those who think they are not doing enough,” says Teneo vice chair and head of governance and sustainability Martha Carter......

? ? ? ? ? ? ? ? ? ? ? ? "To avoid much of the furor the term ESG can cause, some executives have opted to simply change the name they use. “The trouble with the term is it’s become a boogeyman,” Walmart chief sustainability officer Kathleen McLaughlin said?at the Fortune Impact Initiative conference in September. “It means a lot of different things to different people.” For many of those companies, the change is mainly cosmetic. CEOs?“think it’s rather myopic, to think you can just take away these three letters that have become toxic and demonized, and just rename it,” a source with knowledge of Teneo’s research says. “It’s the same program. Sadly, that is the way the political situation has become.” ......

? ? ? ? ? ? ? ? ? ? ? ? "To mitigate any possible backlash—which tend to be media campaigns, often driven by social media—companies shouldn’t just look forward to their stated goals but also backward at their past statements and actions. “The best approach is to stay close to what is important to your key stakeholders—including investors and employees—and ensure public statements and actions align with your business strategy and, of course, to any previously communicated commitments,” Carter says."

? ? ? ? ? ? ? ? ? ? (f)?As discussed in the Dec. 19 Fortune CEO Daily Newsletter , global CEO consulting and advisory firm Teneo released on Dec.19 the 2023 edition of its annual CEO and Investor Outlook Survey,?this one entitled "Where is the World Going in 2024 and Beyond? ", and based on?"the views of 260 public company CEOs and institutional investors representing more than $3.4 trillion USD of company and portfolio value." Below is from section 7 with the views of CEOs on ESG:

? ? ? ? ? ? ? ? ? ? ? ? "Companies can’t ignore the recent politicization of ESG. Survey results indicate that 72% of CEOs polled are making one or more changes in how they operate in response to the shifting environment.?However, whether they chose to be less vocal about their ESG initiatives externally – or even eliminate the acronym from their communications altogether –?a vast majority of CEOs continue to believe that certain ESG issues are critical to their business and to their stakeholders. In fact, only a very small percentage of companies (8%) report ramping down some of their ESG-related programs?in response to these political headwinds. Those that do so may avoid some short-term backlash, but still face increased scrutiny from stakeholders and forego benefits to the business in the longer-term......

? ? ? ? ? ? ? ? ? ? ? ? ? "U.S.-based CEOs are divided on DE&I programs:?half are continuing or accelerating their programs, 15% are scaling back or ending their programs and over one- third are taking time to re-evaluate. Companies have had to contend with increased scrutiny regarding their DE&I programs in 2023,?as recent regulatory and legislative challenges?to topics such as LGBTQ+ rights and affirmative action have invigorated anti-DE&I initiatives/ groups. While there has been no legal change to corporate DE&I rules and regulation, the perceived risk is likely to increase with DE&I on the agenda for the 2024 election. Those pausing or re-evaluating are likely adapting messaging to minimize risk and are cautiously monitoring the environment.?It will be critical for companies to include legal perspectives alongside the business risks of slowing down or scaling back their DE&I programs."

? ? ? ? ? ? ? ? ? ? ? ? (g)?These two Fortune CHRO Daily Newsletters last week discuss the issue:

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?i) Below is from last Wednesday's Fortune CHRO Daily Newsletter, "HR leaders say they’re still committed to DEI in 2024 despite the ‘anti-woke’ backlash ":

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "Last year was undoubtedly pivotal for diversity, equity, and inclusion efforts. The Supreme Court’s June ruling striking down affirmative action in university admissions emboldened “anti-woke” activists targeting corporate DEI programs. ?.....Diversity initiatives suffered a blow.....and companies?investing in DEI fell to 27% in 2023, down from 33% in 2022....But several HR and diversity chiefs told me late last year that they and their companies remain committed to reaching their diversity goals despite any Supreme Court decision........

? ? ? ? ? ? ? ? ? ? ? ? ?"Karyn ?,?EY’s global vice chair of diversity, equity, and inclusiveness, says executives at the global companies she speaks with continue to invest in DEI programs?“because they know that this is incredibly valuable from a business perspective…and they’re not prepared to walk away from that tremendous business lever.”......

? ? ? ? ? ? ? ? ? ? ? ? ? ?"[We’re] spending the time with our CHROs challenging them to think about things that have been on job descriptions for decades, and questioning: Is this necessary? Or is this a barrier to helping find untapped talent? Or is it an essential part of the role that’s going to be performed?” says Randy Patterson, managing director of human capital at Blackstone’s Portfolio Operations group, who is part of the company’s push to improve diverse recruitment, retention, and development. “[It’s] getting down to the skills that are needed for the role, and understanding that those skills can come through different paths or methods.”

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Twaronite says that many companies adjust their corporate governance and policies in accordance with regulatory changes, such as accounting or security, and DEI is no different. “For the companies that are very well run in this space…perhaps they changed some of their programs, perhaps they tweak some of their efforts, perhaps they changed some things. But many of them are maintaining significant commitments to this business effort,” she says. “This isn’t a ‘Let’s do it for three years and not do it anymore’ kind of program.”

? ? ? ? ? ? ? ? ? ? ? ? ii) Below is from last Friday's Fortune CHRO Daily Newsletter, "Bill Ackman’s manifesto is the latest high-profile attack on DEI but workplace experts say companies are resetting—not backtracking ":

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Fresh off his victory following Harvard President Claudine Gay’s resignation this week, billionaire and hedge fund manager Bill Ackman?set his sights on a new target: diversity, equity, and inclusion programs. Early Wednesday morning, Ackman?published a 4,000-word manifesto on X, formerly known as Twitter, attacking DEI in higher education and the corporate world......

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"Given all the noise,?it may seem like DEI programs are meeting a bitter end. On one hand, some data?does?suggest that companies are cutting back on their DEI initiatives.....But that may not tell the whole story. A survey of 400 C-suite executives and HR leaders from executive search firm Bridge Partners released this week and conducted in July and August of?last year found that?73% of executives planned to expand their DEI initiatives, while only 2% planned to cut back. And 80% of those surveyed already had an established DEI program. Of the remaining leaders who didn’t have a program, 17% said they planned to implement one.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"DEI experts I spoke with say that companies aren’t necessarily investing in DEI programs like??they did in 2020 and 2021, but they’re approaching initiatives with more caution. Instead of hiring siloed diversity teams with no real means to ensure progress and accountability, companies are resetting, looking to embed DEI responsibilities across teams, and hiring consultants or skilling managers to do that......

? ? ? ? ? ? ? ? ? ? ? ? ? ??"The reduction of DEI-specific roles doesn’t suggest companies have abandoned diversity and inclusion efforts, either. Companies are?“just finding different ways because of the optics,” says Trier Bryant, a corporate DEI consultant who previously held executive diversity roles at Goldman Sachs?and Twitter. She noted an unnamed client that rescinded their public job posting for a head of DEI role and chose to hire a consultant instead to avoid any controversy. “It’s a way to do the work a little bit more under the radar and really focus on what needs to get done, and not have to address or speak to external opinions,” she added."

? ? ? ? ? ? ? ? ? ? ? ? (h) Reuters report on how some major U.S. companies are responding to attacks on their DEI programs: Below are some excerpts from this Dec. 18 Reuters article, "Some companies alter diversity policies after conservatives' lawsuit threat ":

? ? ? ? ? ? ? ? ? ? ? ? ? ? ???"At least six major U.S. companies including JPMorgan Chase?have modified policies meant to boost racial and ethnic representation that conservative groups threatened to sue over, a Reuters review of corporate statements has found. The companies are among 25 that received public shareholder letters since 2021 claiming their diversity, equity and inclusion (DEI) programs constitute illegal discrimination and a breach of the directors' duties to investors.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "The changes made by the companies primarily involved removing language that said certain programs were for underrepresented groups or modifying executives' goals for increased racial representation in the workforce. Reuters could not find any publicly available changes to DEI policies instituted by the other 19 companies, including McDonald’s and Starbucks....A?Starbucks?spokesperson said the company was committed to a culture of belonging. McDonald's?did not respond to a request for comment.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"JP Morgan?received a letter in May 2022, alleging 10 of its DEI initiatives were discriminatory and unlawful. Around February 2023, the descriptions of the bank's "Advancing Hispanics & Latinos" and "Advancing Black Pathways" programs were changed,?according to archived versions of its website. The programs that were previously for Black and Latino students now invite applications from all students, "regardless of background." "We remain fully committed to an inclusive workforce made up of top talent,"?said JPMorgan?spokesperson Allison Kahn.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 'Investment manager BlackRock?which received a letter in April, removed language stating a scholarship was "designed for" members of specific underrepresented groups.?Ashley Beale, a BlackRock spokesperson, said the company was proud to expand eligibility for the scholarships.?The companies where Reuters?found changes included Pizza Hut operator Yum! Brands, American Airlines and Lowe's,?which declined to comment. The changes at BlackRock and Lowe's were previously reported. Lee jeans maker Kontoor Brands?did not respond. Reuters was unable to directly link the diversity program modifications with the lawsuit threats........"

? ? ? ? ? ? ? ? ? (i) From this NY Times article today, "In the N.F.L. and at Big Companies, Diversity Playbooks Face Hurdles ", discussing in particular the so-called "Rooney rule" adopted by the NFL in 2003 (and adopted since by many major public corporations) "requiring every team to interview at least one person of color when hiring a head coach or general manager":

? ? ? ? ? ? ? ? ? ? ".... Companies including Amazon?and Facebook?now have versions of the Rooney Rule for their boards,?and some shareholder advisers specifically look at such initiatives when rating corporate diversity efforts.....In 2022, 85 percent of the 489 companies she surveyed said they required diverse candidate pools when interviewing for management vacancies, down from 95 percent two years earlier,?Ms. McElvane (Pamela McElvane, whose company, Diversity MBA Media, tracks the diversity and talent development efforts of Fortune 500 companies)?said. Just 36 percent of those companies had some form of incentive or penalty connected to their policies, including performance reviews and bonuses......"

? ? ? ? ? ? ? ? ? (j) Finally, note this Fortune article last Wednesday, "4 diversity trends to expect in 2024, according to experts. " Below is trend No. 4:

? ? ? ? ? ? ? ? ? ? ? ? ?"4. Results.?Metrics matter. Diversity heads can no longer rely on corporate altruism or goodwill from employees and fellow C-suite leaders to forge ahead on DEI—especially as diversity blowback continues unabated. 2024 will center results over rhetoric and quantifying the business impact."

? ? ? ? ? ? ? (ii) TD's head of diversity and inclusion on the first racial equity audit by a Canadian public company/some 'best practices' for racial equity audits: As reported in this Dec.19 Globe and Mail article, "TD releases first racial equity audit for a Canadian bank... ", TD?recently released this report, "On the Progress of TD’s Workforce Racial Equity and D&I Efforts ", thus becoming the first Canadian bank "likely the first public company in (Canada) ?to agree to an independent assessment of its diversity and inclusion policies." Diana Lee is TD’s vice-president of diversity and inclusion, and she is quoted on the report in this Dec. 22 Globe and Mail?commentary, "TD Bank’s racial equity audit offers lessons for other public companies ", which also discusses some 'best practices' for racial equity audits:

? ? ? ? ? ? ? ? ? ?"........As the first chartered bank and likely the first public company in this country to agree to an independent assessment of its diversity and inclusion policies, TD's report?provides a blueprint of sorts for other corporations.?TD’s executives and directors deserve kudos for showing leadership on this issue.?The bank is setting an example for other public companies......

? ? ? ? ? ? ? ? ?"TD hasn’t committed to another audit. But it hasn’t ruled it out, either. “We will always be thinking about how we make sure that we’re continuing to get the right inputs externally from stakeholders and making sure that we’re on the right path with this work,” said Diana Lee, TD’s vice-president of diversity and inclusion, in an interview. The bank’s objective for its initial audit was delivering something manageable in a reasonable time frame, she said.?That’s understandable given these third-party reviews are still relatively new in Canada......

? ? ? ? ? ? ? "With the final report now in hand, the bank’s senior executive team is focused on implementing its recommendations.?“Certainly, we see relevance in some of these recommendations in the customer sphere and are going to be acting accordingly,” Ms. Lee added.....

? ? ? ? ? ? ? ?"Although best practices for racial equity audits are evolving, Ms. Pullman (Emma Pullman, head of shareholder engagement and ESG at the BC General Employees’ Union, the shareholder that initially approached TD about the audit)?notes that institutional investors expect corporations to use independent auditors with racial equity expertise. Reviews should cover all aspects of a business, but it is acceptable to bifurcate the process,?she said. Proper disclosure is also key.?The full report should be made public.?Companies in other industries shouldn’t wait for shareholder resolutions before undertaking independent assessments of their equity policies.........

? ? ? ? ? ? ? ? ?"As for TD’s Ms. Lee, she, too, has advice for other companies that are planning independent racial equity audits: Success, she said, ultimately depends on leadership’s commitment to change."

? ? ? ? ? ? ?(iii) Google, PepsiCo and Amazon chief sustainability officers with their takeaways on COP28: Below is from this Dec. 20?WSJ article, "What Sustainability Executives Are Saying About COP28 ", quoting several sustainability executives at major U.S. corporations, among them: PepsiCo's?Chief Sustainability Officer, Jim Andrew; Google's Chief?Sustainability Officer, Kate Brandt; and Amazon's Vice President, Worldwide Sustainability, Kara Hurst:

? ? ? ? ? ? ? ? ? ? ???"As the nearly 100,000 attendees at the 28th climate conference settle back into their routines, business leaders have had time to reflect on the event and its impact.....WSJ Pro spoke to several executives about their takeaways?from the days spent networking up a storm......

? ? ? ? ? ? ? ? ? ? ? ? "Amazon?Vice President, Worldwide Sustainability Kara Hurst: “There can no longer be silos between industries when it comes to climate action…We all need to think long-term while acting with extreme urgency, and the conversation is already moving on from simply talking about investments and the potential they bring, to deploying the available capital and making changes.”......??

? ? ? ? ? ? ? ? ? ? ? ?"PepsiCo?Chief Sustainability Officer Jim Andrew: “The COP28 deal sends a pivotal signal to keep 1.5C alive. To make it a reality, there must be follow through on tripling Renewable Electricity capacity…Sustainable food systems making it onto the table at COP28 was another major breakthrough, along with the recognition that regenerative agriculture must be part of the solution in combating climate change.”??

? ? ? ? ? ? ? ? ? ? ? ? "Google?Chief Sustainability Officer Kate Brandt: “Meaningful progress was made such as the commitment to tripling renewable energy capacity globally and doubling the global average annual rate of energy efficiency improvements by 2030. In addition, the launch of the AI Innovation Grand Challenge to support climate action in developing countries is a positive development. However, there is still a lot of work to be done across the public and private sectors in order to facilitate the transition to a decarbonized global economy at the speed and scale required in this decisive decade", and,

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

? ? ? ? ? ? ? ? ? ? (a) Nasdaq-listed JetBlue Airlines Corporation?announced yesterday in this press release ?a?CEO succession, with the CEO to depart "on the advice of his doctor.....to put more focus on his health and well-being", with the current COO to become CEO,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"JetBlue Airways today announced that Joanna Geraghty, currently the company’s president and chief operating officer, will succeed Robin Hayes as chief executive officer,?effective February 12, 2024. Hayes will continue to serve on the company’s Board of Directors until that time, at which point Geraghty will join the Board. Hayes will serve as a strategic advisor to the company over the coming months.

? ? ? ? ? ? ? ? ? ? ? ? ?"Hayes said: “It’s bittersweet to retire from this airline I love, but I will always feel a part of the JetBlue team and be rooting for its continued success. For nearly 35 years – both at British Airways and here at JetBlue – I’ve loved working in this industry. However, the extraordinary challenges and pressure of this job have taken their toll, and on the advice of my doctor and after talking to my wife, it’s time I put more focus on my health and well-being.?I am deeply grateful for these many exciting years and I feel very lucky to have worked at an airline with a brand, culture, and team that are simply unlike any other in the world"......

? ? ? ? ? ? ? ? ? ? ? ? ?"Peter Boneparth, chair of JetBlue’s Board, said......"When Robin informed us of his decision to retire after many years of service to JetBlue, consistent with the Board’s extensive succession planning the Board unanimously voted to transition the role to Joanna, knowing she is fully prepared to step into the role......" During Geraghty’s nearly 20-year career at JetBlue, she has contributed with various roles of increasing responsibility.?In 2018, she was named president and chief operating officer,?responsible for the airline’s operations and commercial performance including network, brand and marketing, and revenue management.....";

? ? ? ? ? ? ? ? ? ? ? (b) NYSE-listed, global asset management firm ($696 billion?in assets under management) AllianceBernstein Holding L.P.?announced yesterday in this press release the appointment of a new CFO from outside the company,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ? "AllianceBernstein L.P., a leading global investment firm with?$696 billion?in assets under management, today announced that?Jackie Marks?has joined AB and will assume the role of Chief Financial Officer ("CFO"). This change will take effect?March 1, 2024. In this role, Ms. Marks will be responsible for leading AB's Finance team and managing the financial oversight of firm strategy. She will report to President and CEO?Seth Bernstein?and will partner closely with Mr. Bernstein and Chief Operating Officer?Karl Sprules......

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Ms. Marks joins most recently from Condé Nast Publications, where she served as CFO.....(S)he will join both the Operating Committee and CEO's leadership team.She will succeed interim CFO?Bill Siemers, who will remain with the firm as a Senior Advisor."

? ? ? ? ? ? ? ? ? ? ? ? ? ?Compensation arrangements with the new CFO are disclosed in the related Current Report ?filed with the SEC.

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