'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) Amazon senior executive on its DEI programs/Amazon cuts references to diversity in annual report/Google cancels diversity hiring targets/Accenture ditches DEI goals/ the anti-DEI shareholder proposals to be voted on at the upcoming 2025 AGMs of the largest U.S. companies/Equilar report on anti-ESG shareholder proposals (and more):?

? ? ? ? ? ? ? ? ? ?(a) i) Below is from this Business Insider article last Wednesday, "In a recent internal meeting, an Amazon VP said the company remained committed to DEI despite some signs of a pullback":

? ? ? ? ? ? ? ? ? ? ? ?"An Amazon?executive told employees during a recent internal meeting that the company remained committed to diversity, equity, and inclusion.?The tech giant has changed some of its websites about DEI and halted some programs. That prompted some employees to ask about this ahead of the meeting in late January with Mai-Lan Tomsen Bukovec, the vice president of technology at Amazon Web Services. The question about DEI received the highest interest among employees, Tomsen Bukovec said, according to a meeting transcript obtained by Business Insider.

? ? ? ? ? ? ? ? ? ? ? ? ? "The AWS executive said she wasn't aware of the changes to Amazon's DEI websites. She said she asked internally to ensure that Amazon was still committed to its DEI programs. The feedback she received was?"no change," she said. "We are not pulling back on DEI initiatives. I looked at all the changes. We are not making any changes to any of the benefits," Tomsen Bukovec added.?"There's no change to the commitment, but we didn't roll it out that well." Tomsen Bukovec,?who's been at AWS for almost 15 years, is a senior, high-profile executive at the cloud division. She often speaks on behalf of the company at public events.....

? ? ? ? ? ? ? ? ? ? ? ? ? ?"During the late January staff meeting, Tomsen Bukovec said Amazon consolidated some words and dropped some paragraphs from its DEI websites and blogs. But the company?"didn't change the underlying capabilities that people can do, and we did not change any of the commitment that we have to the programs,"?she said. She specifically addressed a transgender benefit that Amazon offers and said,?"We are not making any changes to that...We just made some changes to the words, and then I think we deprioritized one or two programs that were not making much of a difference anyway," she added......."

? ? ? ? ? ? ? ? ? ? (a) ii) Below is from this Reuters article on Friday, "Amazon cuts reference to diversity from annual report":

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"Amazon.com removed a reference to "inclusion and diversity" in itsannual report filed on Thursday, after it told employees in a December memo that it was winding down?its programs as part of corporate America's broader retreat from such policies.....

? ? ? ? ? ? ? ? ? ? ? ? ? ? ? "For the last two years, Amazon's "human capital" section of its annual report said: "As we strive to be Earth's best employer, we focus on investment and innovation, inclusion and diversity, safety, and engagement to hire and develop the best talent." In the 2024 version, that sentence has been cut. The company also cut a reference to a goal to "promote equity" in a sentence about continuing efforts to refine employee hiring and development. Amazon's website states it is "committed to creating a diverse and inclusive company......"

? ? ? ? ? ? ? ? ? ? (b) Below is from this WSJ article last Wednesday, "Google Kills Diversity Hiring Targets":

? ? ? ? ? ? ? ? ? ? ? ? ?"Google?is eliminating its goal of hiring more employees from historically underrepresented groups and reviewing some diversity, equity and inclusion programs,?joining other tech giants rethinking their approach to DEI. In an email to employees Wednesday, Google said it would no longer set hiring targets to improve representation in its workforce.?

? ? ? ? ? ? ? ? ? ? ? ? ?"In 2020, amid calls for racial justice following the police killing of George Floyd, Google set a target of increasing by 30% the proportion of “leadership representation of underrepresented groups” by 2025.?Parent company Alphabet's?annual report?released Wednesday omitted a sentence stating the company was “committed to making diversity, equity, and inclusion part of everything we do and to growing a workforce that is representative of the users we serve.” The sentence was in its reports from 2021 through 2024.

? ? ? ? ? ? ? ? ? ? ? ? ?"Google said it was evaluating whether to continue releasing annual diversity reports, which it has done since 2014. The evaluation is part of a broader review of DEI-related grants, training and initiatives, including those that the email said “raise risk, or that aren’t as impactful as we’d hoped.”......

? ? ? ? ? ? ? ? ? ? ? ? ?"Google said it would maintain its resource groups for underrepresented employees.?“Google has always been committed to creating a workplace where we hire the best people wherever we operate, create an environment where everyone can thrive, and treat everyone fairly,” the email said. 'That’s exactly what you can expect to see going forward.'......."

? ? ? ? ? ? ? ? ? ? ? ?(c) Below is from this FT article last Friday, "Accenture ditches diversity and inclusion goals":

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Accenture?has scrapped its global diversity and inclusion goals after an “evaluation” of the?US political landscape, becoming the latest big company to ditch its targets since the election of Donald Trump. A memo to staff from chief executive Julie Sweet said the New York-listed consulting group would begin “sunsetting” its diversity goals set in 2017, as well as career development programmes for “people of specific demographic groups”.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Sweet said in the memo on Thursday that the change followed an?“evaluation of our internal policies and practices and the evolving landscape in the United States, including recent Executive Orders with which we must comply”....In 2017, Accenture set a target that half its staff would be women by the end of 2025. It also set a goal for 25 per cent of its managing directors to be women by 2020, a target it later updated to 30 per cent by 2025.....Sweet, who took the reins at Accenture in 2019, has previously been outspoken on diversity......

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?"In this week’s memo rolling back the DEI targets, Sweet said they would no longer be used to measure staff performance, and she also announced a pause on submitting data to external diversity benchmarking surveys pending an evaluation. The group would also “evaluate” other external partnerships on the topic “as part of refreshing our talent strategy”, she added.

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?“We are and always have been a meritocracy,” Sweet wrote in the memo,?echoing Trump’s vow to discard DEI policies in favour of “a society?.?.?.?based on merit”. The memo said the group’s diversity targets had been?“largely achieved” and added that Accenture would build an “inclusive” workplace “free from bias” and with “equal opportunity”. Accenture declined to comment."

? ? ? ? ? ? ? ? ? ? ? ? (d) Note as well these related articles on the topic of DEI: this CNBC feature article last Friday, "As the war on DEI intensifies, some companies hold the line while others work behind the scenes"; this Globe and Mail article on Saturday, "Why Canada still needs DEI"; and this WSJ article last Friday, "DEI Didn’t Change the Workforce All That Much. A Look at 13 Million Jobs."

? ? ? ? ? ? ? ? ? ? ? ? ?(e) The anti-DEI shareholder proposals that will be voted on at the upcoming 2025 AGMs of the following U.S. companies are described in today's Fortune CHRO Daily Newsletter, "Your company’s next DEI battle will be fought at the shareholder meeting", and this companion, more detailed Fortune article today, "Apple, Coca-Cola, IBM, Berkshire Hathaway: These companies are facing a DEI shareholder showdown in 2025." The companies include American Express, Apple, Berkshire Hathaway, Coca-Cola, Deere & Co., GM, Goldman Sachs, IBM, JPMorgan, Levi's, Mastercard, McDonald's, Merck, Mondelez and PepsiCo.

? ? ? ? ? ? ? ? ? ? ? ? ?(f) Below is?data on anti-ESG shareholder proposals from this Equilar report posted on its blog on Jan.13, "Anti-ESG Proposals Have Increased in Volume, but Fare Poorly":

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?".......This Equilar study analyzes all anti-ESG shareholder proposals that have been presented at companies’ general shareholder meetings within the Equilar 500—the 500 largest U.S. public companies by revenue—over the last five years......The research examines shareholder proposals that were presented at companies whose annual general shareholder meetings were held between calendar years 2020 through the first half of 2024 (or January 1 to June 30, 2024). A key finding from the study is that while the anti-ESG movement is gaining steam and Equilar 500 companies have each received an increasing number of such proposals across the board since at least 2020, the support for anti-ESG shareholder submissions have consistently remained low.

? ? ? ? ? ? ? ? ? ? ? ? ? ? "Overall, there has been an increase in volume for the number of filings that anti-ESG proponents have pushed forward. During the first half of 2024, the Equilar 500 saw 92 anti-ESG filings, which pales in comparison to nine in all of 2020. These findings indicate that the anti-ESG movement is still gaining momentum and not likely to lose steam in the near future.?

? ? ? ? ? ? ? ? ? ? ? ? ? ? "By the first half of 2024, anti-ESG proposals had reached their highest volume since at least 2020, with prominent companies like MasterCard, Wells Fargo?and Alphabet each receiving multiple anti-ESG proposals during their 2024 annual general meetings (AGMs).?Approximately, 29% of all Equilar 500 ESG proposals were anti-ESG in the first half of 2024, while in 2020, that number was at just 6%. The upward trends in the data indicate that ESG opposers will likely continue to increase their volume of proposals in future annual meetings........

? ? ? ? ? ? ? ? ? ? ? ? ? ?"While the volume of anti-ESG filings have accelerated in recent years, the same can not be said for how they actually fare when votes are submitted.?ESG proposals consistently fail to rally majority median support,?and anti-ESG submissions are routinely struggling to surpass single digits for median support—never rising above 5% since 2020. The data shows that anti-ESG proposals continue to experience low support, despite an increasing volume.

? ? ? ? ? ? ? ? ? ? ? ? ? "The themes and areas that anti-ESG proposers have chosen to focus on have changed over the years.....Submissions that deal with either diversity and inclusion, sustainability, or carbon-related issues have been featured in the top three most common proposal types for each year we have examined. The most common proposal type in the study, diversity and inclusion, appears in four of the five years examined?and often advocates for “non-discrimination” and the dismantling of “viewpoint discrimination” within corporate culture....."

? ? ? ? ? ? ? (ii) ?latest on possible significant development in sustainability reporting: It was reported in this Bloomberg article last month, "EU Set to Cut ESG Red Tape as France Adds to Mounting Pressure", that the EU was "facing mounting pressure to scale back its highly contested ESG reporting requirements", particularly those in the EU's Corporate Sustainability Reporting Directive?(CSRD), which, it is estimated, will affect as many as 50,000 companies doing business in the EU, including some 10,300 companies outside the EU, among them more than 3,000 American companies (see item (ii) from Jan.28/25). More on this in this WSJ article last Friday, "Europe Is Looking to Roll Back Climate Accounting Rules":

? ? ? ? ? ? ? ? ? "The European Commission is reviewing elements of its flagship Green Deal environmental policy, as worries over rising costs and a lack of competitiveness with China and the U.S. grow within the continent.?Commission officials met Wednesday and Thursday with businesses and industry groups to discuss broad changes to its sustainability legislation that will start to go into effect this year.?The meeting followed a report released last week by the bloc’s executive arm in which it outlined concerns over competition and said that it needed to cut red tape while also championing decarbonisation to help the continent restore economic growth.

? ? ? ? ? ? ? ? ? ?“The EU must urgently tackle long-standing barriers and structural weaknesses that hold it back. For over two decades, Europe hasn’t been able to keep pace with other major economies, due to a persistent gap in productivity growth,” the European Commission said in its Competitiveness Compass document......To address concerns about companies’ regulatory burden, the?EU plans to release a proposal later this month that is expected to pare back reporting requirements in some of the bloc’s key sustainability laws, in what is being called the “omnibus” package......

? ? ? ? ? ? ? ? ? ?"Two key policies are under review: the Corporate Sustainability Reporting Directive?and the Corporate Sustainability Due Diligence Directive.?These directives were seen as landmark climate initiatives, impelling companies to report on their social and environmental impacts. They were among the first examples of laws forcing companies to take action on climate change and bear responsibility for their actions,?albeit largely through accounting practices.....Implementation of the CSRD and CSDDD was set to be phased in starting this year and next year, respectively, applying at first only to the largest European companies before expanding to include mid-sized ones......

? ? ? ? ? ? ? ? ? "There has been significant pushback to the CSRD and CSDDD from both within and outside the continent,?with some companies arguing that applying the reporting requirements adds to costs and hinders the process of doing business. France and Germany have both called on Brussels to delay or relax certain sustainability reporting rules in recent weeks......"

? ? ? ? ? ? ? (iii) press releases of the day:?

? ? ? ? ? ? ? ? ? ?(a) On May,10/24, Ford Motor Company announced in this press release?a CFO succession process pursuant to which?the current CFO, John Lawler, would be "taking on broader responsibilities as vice chair", and Sherry House, the recent CFO of?EV maker Lucid Motors, would be joining the company as VP, Finance with plans to become CFO early in 2025 (see item (iii)(a) from May 13/24). Last Wednesday, Ford Motor announced in this press release?"key leadership changes", among them the naming of Sherry House as CFO as planned, as follows:

? ? ? ? ? ? ? ? ? ? ? ?"Ford Motor Company today announced key leadership changes as it continues to accelerate its Ford+ plan to create a dynamic and growing product, services and software company.....Sherry House, who has served as vice president, Finance, since June, will become Ford’s chief financial officer as planned effective Feb. 6.....House succeeds John Lawler, who will continue to serve as Ford’s vice chair?with a focus on strategy, partnerships, alliances, and corporate development.?

? ? ? ? ? ? ? ? ? ? ? ? "Ford also announced Marin Gjaja is named chief strategy officer after holding key leadership roles since joining the company in 2022, including COO for Ford Model e.....?Gjaja will report to Farley and Lawler......Concurrently, Ford announced that David McClelland, who led strategy at Ford since 2019, has elected to retire?toward the end of the first quarter after a 32-year global career with Ford......."

? ? ? ? ? ? ? ? ?(b) NYSE-listed, automotive aftermarket parts provider Advance Auto Parts, Inc. announced last Thursday in this press release?the appointment of a new general counsel and corporate secretary,?reporting to the CEO, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America that serves both professional installers and do-it-yourself customers, today announced that it has appointed Jeff Vining as executive vice president, general counsel and corporate secretary,?effective March 2, 2025. In this role, Mr. Vining will be responsible for all aspects of the Company’s legal, corporate governance, and compliance functions. Jeff will report directly to Shane O’Kelly, president and chief executive officer.

? ? ? ? ? ? ? ? ? ? ? ? ?"Tammy Finley, who currently serves in this role, is retiring and will stay with Advance in an advisory capacity to support the transition.?Tammy spent 27 years at Advance in the legal, human resources, and communications functions.....Mr. Vining brings more than 20 years of deep legal expertise within publicly traded companies,?including key areas such as corporate governance, M&A, risk management, labor and employment, and litigation. Most recently, Mr. Vining served as general counsel and secretary at Unifi, Inc......A significant portion of his career was spent at Lowe’s Companies, Inc......"

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