'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) DFIN's 2024 'guide for effective proxies'/2024's best proxy statements and codes of conduct:

? ? ? ? ? ? ? ? ? ?(a) On Sept. 10, Donnelley Financial Solutions, Inc.?(DFIN) released the 2024 edition of what is probably?the?best single resource for preparing and benchmarking proxy circular disclosure,?its "Guide for Effective Proxies ", filled with over 500 sample proxy disclosures by the most prominent U.S. companies (DFIN's clients), and?covering all aspects of the proxy statement,?from the document cover and board/CEO letter to the CD&A executive summary, etc. (and with a separate section on online proxies.) Here is how the guide is described in last Monday's Society for Corporate Governance blog post, "Guide to Effective Proxies: Samples Galore! ":

? ? ? ? ? ? ? ? ? ? ? ?"DFIN’s annual searchable, interactive "Guide to Effective Proxies" contains numerous sample disclosures on the most commonly addressed and trending topics, including board and workforce diversity, board skills matrices, board and director evaluations, director recruitment and succession, risk and ESG oversight, ESG, human capital management, DE&I, the CD&A, and more, as well as the ability to access full proxies (for contextual purposes) with one easy click....."

? ? ? ? ? ? ? ? ? ? ? ?Below is from the DFIN press release? announcing publication of the guide, and setting out the "notable disclosure trends highlighted in the guide":

? ? ? ? ? ? ? ? ? ? ? ?"DFIN, a leading risk and compliance company, today released its annual Guide to Effective Proxies. The 12th edition of the comprehensive and widely used guide aims to help companies transform their proxy statements into more effective communications tools for modern-day investors while complying with U.S. Securities and Exchange Commission (SEC) regulations. This year's guide features proxy statements from DFIN clients who have raised the bar with their disclosures, in the process creating heightened investor expectations across industries. The guide offers insights and best practices for companies aiming to highlight board diversity, new cybersecurity disclosures, ESG initiatives, and more.......

? ? ? ? ? ? ? ? ? ? "Notable disclosure trends highlighted in the guide include:

?

? ? ? ? ? ? ? ? ? ? ? ? ?-- Board Diversity: Companies are humanizing boards by using expertly designed charts, graphs, and photographs to highlight board diversity metrics and accompany relevant facts delivered in traditional narrative.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Cybersecurity Rules: Companies are disclosing material cybersecurity incidents and the processes used to manage cybersecurity risks and disclosing company leadership's role in assessing and managing those risks.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Shareholder Engagement: Companies are creating proxies with stylish designs highlighting governance wins and performance charts showcasing shareholder engagement throughout the year.

? ? ? ? ? ? ? ? ? ? ? ? ?--?Sustainability Efforts (ESG): Companies are increasingly transparent about their impact on the environment, sharing new ways to present related risks and opportunities, transition plans and commitments, metrics, and targets......"

? ? ? ? ? ? ? ? ? ? (b) On Sept. 19, Labrador, a global communications firm specializing in transparent corporate disclosure documents, announced? the winners of its?2024 U.S. Transparency Awards , based on "a rigorous evaluation of corporate disclosure documents among the top 250 companies in the S&P 500." The awards were presented in ??in seven individual categories, in addition to one "overall category", including "Best Proxy Statement"?and "Best Code of Conduct". Below are the winners (with links to the relevant underlying document):

? ? ? ? ? ? ? ? ? ? ? ?"Best Proxy Statement: Lockheed Martin: Lockheed Martin (proxy here ) excels in providing a clear and easy-to-navigate proxy statement that balances summaries, details, and visuals throughout. It effectively outlines and connects Board priorities, engagements, core competencies, and strategic skills. Freeport-McMoRan?(proxy here) ?and Gilead Sciences?(proxy here ) received the next highest rankings....

? ? ? ? ? ? ? ? ? ? ? ? "Best Code of Conduct: NextEra Energy: NextEra Energy?(code here ) puts readers first with intuitive navigation, featuring direct links to policies throughout the document. The introductory letter sets the tone by emphasizing the importance of ethics, compliance, integrity, following the code, and reporting concerns.?AIG (code here ) and Procter & Gamble?(code here ) received the next highest rankings."

? ? ? ? ? ? ? (ii) virtual-only AGMs at the largest U.S. companies during the 2024 proxy season/the Conference Board's comprehensive review of all types of ESG shareholder proposals during the 2024 proxy season (including say-on-pay):?

? ? ? ? ? ? ? ? ? ? (a) As discussed in yesterday's Fortune CEO Daily Newsletter, "Shareholder proposals on diversity, pay equity, and plastic pollution got less support this proxy season ", in addition to NYSE-listed Ralph Lauren Corporation (see item (ii) from Sept. 24/24), such prominent U.S. companies as Walmart, Boeing, JPMorgan Chase, and Apple?held virtual only AGMs this year:

? ? ? ? ? ? ? ? ? ? ? ? ? ?".....Warren Buffett’s Woodstock for capitalists is one of the last parties designed for investors. Kudos to Elon Musk for letting Tesla shareholders gather in person, too. Shouldn’t owning part of a company be fun now and then? This proxy season Walmart, Boeing, JPMorgan Chase, Apple?and many other public companies hosted virtual-only annual meetings. That eliminates the risk of some modern-day Evelyn Y. Davis or Wilma Soss showing up in costume to press CEOs on pay, like some kooky-but-wise aunt talking about poverty while you’re trying to eat pie at Thanksgiving......

? ? ? ? ? ? ? ? ? ? ? ? ? "Like a virtual town hall for employees, virtual shareholder meetings and other tactics can lead to less shareholder engagement or influence.?The general meeting and shareholder vote—practices designed to reinforce corporate governance and give investors a voice in the companies they own—may end up losing their power....."

? ? ? ? ? ? ? ? ? ? (b) On Sunday, the?Conference Board, in collaboration with ESG data analytics firm ESGAUGE, leadership advisory and search firm Russell Reynolds Associates, and Rutgers Center for Corporate Law and Governance, published this "2024 Proxy Season Review ", a comprehensive report on ESG shareholder proposals voted on during the 2024 proxy season. It is also discussed in the said Fortune CEO Daily Newsletter:

? ? ? ? ? ? ? ? ? ? ? ? "....The Conference Board just published its 2024 Proxy Season Review, in conjunction with ESGAUGE, Russell Reynolds, and the Rutgers Center for Corporate Law and Governance.....While it notes that this proxy season “was marked by increased partisanship and political uncertainty, making shareholder proposals even more contentious compared to the past,” it also reports lower support for such proposals.??

? ? ? ? ? ? ? ? ? ? ? ?"There were 48 proposals on diversity-related issues, compared to 43 last year, with average support decreasing to 12% from 17%. Of the?20 proposals related to gender and pay equity,?23% garnered support, compared with one-third of the 16 proposals last year. While climate-related proposals remained steady, with 20% approval of 56 proposals brought to a vote, support for proposals related to plastic pollution dropped to 14% from 25% last year. (Anti-ESG proposals?were even less popular, garnering 2% support.)?

? ? ? ? ? ? ? ? ? ? ? ? ?"None of the executive compensation proposals passed,?nor did 30 proposals related to limiting or voting on severance agreements. What shareholders did want was a shift in governance, with 39% supporting the 166 proposals brought to a vote.....

? ? ? ? ? ? ? ? ?(iii) Estée Lauder's executive chairman on his role as executive chair and the attributes of a successful leader: William P. Lauder is Estée Lauder's executive chairman,?and he spoke with Barron's last Monday.?Below is from the interview :

? ? ? ? ? ? ? ? ? "What is your role at Estée?Lauder?

? ? ? ? ? ? ? ? ? ?William P. Lauder: We have two great assets: brands and people, and my primary focus is to build great brands and to engage with our people. I travel and visit a lot of our markets and see how we can grow in that market. We have a presence in London, Paris, Korea, and many other international destinations. I host a town hall for Estée Lauder Cos. employees in many of our markets and talk to them about what makes us special and what our values are. I also visit our factories and research and development facilities to do the same thing.....

? ? ? ? ? ? ? ? ? ?"You teach a leadership class at Wharton. In your opinion, what are the attributes of a successful leader?

? ? ? ? ? ? ? ? ? ? ?First and foremost, the most effective leaders must be effective communicators.?I believe in short, quick, and concise comments and statements that you repeat, like mantras. These mantras should be able to be passed down to the people they lead.?Also,?you have to be a great teacher to be a great leader. You need to make time for an in-depth conversation with the people you lead to get your message across.?And it’s important to have big ears and a little mouth. Listen more and talk less."

? ? ? ? ? ? ? (iv) KPMG's 2024 CEO outlook report: CEOs on geopolitics, generative AI, RTO, taking a stance on contentious political or social issues, and ESG: KPMG released last week the 10th. edition of its report on CEOs, the "KPMG 2024 CEO Outlook ", based on a survey of 1,325 global CEOs between 25 July and 29 August 2024 (all companies surveyed having annual revenues over US$500 million, and one-third with annual revenues of more than US$10 billion), the report "providing unique insight into the mindset, strategies and planning tactics of CEOs", with CEOs "sharing their views on geopolitics, return-to-office, ESG and generative AI." Below are excerpts from the report:

? ? ? ? ? ? ? ? ? ? ? ".....?Looking more closely at the next three years, respondents identified their top operational priorities as advancing digitization and connectivity across their business (18 percent), understanding and implementing generative AI across the business and upskilling their workforce (13 percent), and execution of ESG initiatives (13 percent).....Despite public concern around the risk of redundancies, CEOs recognize the transformative potential of AI and remain confident that it will not have a detrimental impact on the workforce, with over three quarters (76 percent) of CEOs anticipating AI will not fundamentally reduce the number of jobs within their organizations over the next three years.

? ? ? ? ? ? ? ? ? ? ? "Ethical implementation of AI a concern for most: Amid growing concerns about the ethical use and implementation of AI, CEOs are increasingly aware of the risks tied to its rapid adoption. Well over half (61 percent) identified ethical challenges as some of the most difficult issues to address when implementing AI within their businesses — an increase from 57 percent in 2023. Additionally, concerns over a lack of regulation (50 percent) and insufficient technical skills and capabilities (48 percent) further complicate the path forward.?

? ? ? ? ? ? ? ? ? ? ?"Generational difference on the back to office debate: The leaders surveyed show that the return-to-office debate continues to give food for thought. This years’ findings reveal that CEOs are hardening their stance on returning to pre-pandemic ways of working, with 83 percent expecting a full return to the office within the next three years— a notable increase from 64 percent in 2023. And this expectation only increases with age: 75 percent for those aged 40 to 49, 83 percent for those aged 50 to 59, and 87 percent for those aged 60 to 69. Interestingly....Furthermore,?87 percent of respondents say they are likely to reward employees who make an effort to come into the office with favorable assignments, raises or promotions.?

? ? ? ? ? ? ? ? ? ? ? ?"CEOs' perspectives on ESG (plus taking a stance on politically or socially contentious issues): This year’s findings expose the reality of navigating environmental, social and governance priorities in today’s climate. Alongside a growing awareness of ESG’s impact on trust and reputation, the increasingly politicized nature of the ESG agenda is heightening the pressure felt by today’s leaders.

? ? ? ? ? ? ? ? ? ? ? ? "In 2015, CEOs ranked environmental risk as their least concerning priority risk; fast-forward to 2024 and almost a quarter (24 percent) acknowledged that the principal downside of failing to meet ESG expectations would be giving their competitors an edge,?coming out ahead of threat to their own tenure (21 percent) and recruitment challenges (16 percent). ?It’s clear that?leaders are willing to take action when it comes to ESG, with three quarters (76 percent) of CEOs saying they would be willing to divest a profitable part of the business that was damaging their reputation.?

? ? ? ? ? ? ? ? ? ? ? ? "More tellingly, a majority (68 percent) indicate that they would take a stance on a politically or socially contentious issue,?even if the Board raised concerns with them doing so.?The survey also shows that today’s CEOs recognize just how vital ESG is to value creation — just under a quarter (24 percent) cite giving their competitors an edge as the principal downside of failing to meet ESG expectations.?

? ? ? ? ? ? ? ? ? ? ? ? "Two-thirds of CEOs admit they aren’t prepared to withstand the potential scrutiny and expectations of shareholders when it comes to ESG,?suggesting they will take action to mitigate this. Interestingly, there are emerging generational differences among CEOs, with 43 percent of younger leaders (aged between 40 and 49) feeling more confident they can take on scrutiny around ESG compared to 33 percent of CEOs aged 50-59 and 30 percent of those aged 60 to 69."

? ? ? ? ? ? ? (v) press releases/precedent of the day (Wynn Resorts executive retirement plan):?

? ? ? ? ? ? ? ? ? ?(a) NYSE-listed The Charles Schwab Corporation announced today in this press release the promotion of the President to the position of President and CEO, with the current CEO continuing in his role as Executive co-Chairman of the Board along with company founder Charles Schwab,?as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"The Charles Schwab Corporation today announced, as part of its multi-year succession plan, that Walt Bettinger has notified the Board of Directors of his intention to retire as Chief Executive Officer effective December 31, 2024.?Rick Wurster, President of Schwab since 2021, will be named President and CEO and will join the Schwab Board of Directors, effective January 1, 2025. Bettinger will continue to serve as Executive Co-Chairman of the Board of Directors, along with founder Charles R. Schwab. Bettinger has successfully led Schwab as CEO since late 2008.....

? ? ? ? ? ? ? ? ? ? ? ? "In announcing his decision to retire as?CEO, Bettinger said, “As I approach my 65th?birthday in 2025, the time is right for me to transition from day-to-day duties and focus on my role as Executive Co-Chairman of the Schwab Board of Directors"......Bettinger added, 'The Schwab Board’s thoughtful and disciplined approach to succession planning helps make this transition smooth. Rick Wurster and I have worked together on a daily basis for more than eight years.....In my ongoing role as Executive Co-Chairman of the Board of Directors, I will support Rick, just as Chuck Schwab has supported me during my tenure as CEO.'....."

? ? ? ? ? ? ? ? ? ?(b) Last Friday, Wynn Resorts, Limited announced in this press release ?the appointment of a new General Counsel,?as follows:

? ? ? ? ? ? ? ? ? ?"Wynn Resorts, Limited announced today that Jacqui Krum will succeed Ellen Whittemore as General Counsel and Executive Vice President of Wynn Resorts, following Ms. Whittemore’s retirement in early 2025.?Ms. Krum is currently General Counsel and Senior Vice President at Wynn Resorts’ Encore Boston Harbor resort, in Everett, Massachusetts.

? ? ? ? ? ? ? ? ? ? ?"Ms. Whittemore, who also serves as Secretary for Wynn Resorts, Ltd., has led the Company’s global legal affairs, philanthropy, community relations, government affairs, and sustainability activities since 2018.?She has been instrumental in the Company’s efforts to enhance its workplace culture, corporate ethics and governance. She will continue to serve on the Wynn Macau, Ltd Board of Directors and?act as a consultant to the Company.....Jacqui Krum originally joined Wynn Resorts in 2013......"

? ? ? ? ? ? ? ? ? ? ? As disclosed in the related Current Report filed with the SEC:

? ? ? ? ? ? ? ? ? ? "In connection with her retirement, Ms. Whittemore will be entitled to receive certain payments and benefits as provided under the Wynn Resorts, Limited Executive Retirement Plan......It is also anticipated that Ms. Whittemore will enter into a consulting agreement?with the Company to support the continued transition of her duties and responsibilities to her successor and to provide other services, as may be requested by the Company."

? ? ? ? ? ? ? ? ? This is the said "Wynn Resorts Executive Retirement Plan ."?

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