'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) the expanding role of the CFO (the rise of the 'super CFO'): The expanding role of the CFO is discussed in last Thursday's WSJ?CFO Journal Newsletter?(under, "CFOs' Expanded Role Fostering Aspirations to CEO Job: Study"), with reference to this report by global leadership advisory and executive search firm, Egon Zehnder,?"A Report on Shifting CFO Responsibilities." Below are excerpts:

? ? ? ? ? ? ? ? ? ? "As CFOs navigated the shifts during the pandemic, they have accumulated the skills, and for some, new aspirations, for the top CEO role. The Covid crisis, higher interest rate environment and other recent challenges have sparked the rise of a more well-rounded finance chief, who has increasingly acquired expertise and core competencies beyond their finance role.

? ? ? ? ? ? ? ? ? ? ? "Some 82% of CFOs reported that they have added more responsibilities to their traditional mandate versus five years ago, according to Egon Zehnder,?the global leadership advisory and executive search firm, in a new survey of 581 finance chiefs globally on the rise of the “super CFO,”?who acquired and mastered new skills and who became more fluent on a wider range of topics and skills, including environmental, social and governance issues, M&A and overall corporate strategy......

? ? ? ? ? ? ? ? ? ? "As companies and as boards look at CEO succession, increasingly they may want to consider the CFO as a potential candidate for succession,” said Arun Dhingra, a senior partner and global head of Egon Zehnder' s CFO and audit chair practice. 'The most important thing a board does is appointing the CEO, so as part of their duty to look at internal succession candidates, they should increasingly consider the CFO.'......."

? ? ? ? ? ? ? ? ? ? ?Below is an excerpt from the report itself:

? ? ? ? ? ? ? ? ? ?? "Our global survey of nearly 600 CFOs found that 82% say their role has significantly grown in the past five years......CFOs are not just meeting but embracing new demands beyond their core functions, with 8 in 10 experiencing significant growth in their roles over the past five years. They are going beyond their technical expertise, truly evolving into indispensable “superheroes.” As one CFO put it, “CFO is not a finance role. It is a strategic business role whose mandate is finance. CFOs should continue to be seen as a full partner to revenue-generating business lines and used as a counterpoint to ensure the right level of challenge, investment, and productivity is achieved to maximize long-term business strategy and financial outcomes.”?

? ? ? ? ? ? ? ? ? ? Below is from this CFO blog post on Monday with some highlights from the report, "82% of CFOs Say Their Role Has Grown Significantly: Report":

? ? ? ? ? ? ? ? ? ? "The survey,?conducted by leadership advisory Egon Zehnder of 600 finance leaders from around the globe, found CFOs?have seen more responsibility around environmental, social, and governance (55%), mergers and acquisitions (44%), corporate strategy (38%), and risk management (36%)......As demands for CFOs’ time increases, CFOs are relying on their internal finance team members for help. When asked who their most valuable team members were, 57%?said the head of FP&A. Nearly half (49%) named their controller/chief accounting officer (CAO) as well......"

? ? ? ? ? ? ? ? ? ??(For how a number of CFOs, including the CFO at Nasdaq-listed software maker Adobe, and NYSE-listed, casual food restaurant chain Chipotle Mexican Grill,?are using Ai in the finance function, see yesterday's Fortune CFO Daily Newsletter, "CFOs at companies ranging from Chipotle to Adobe on how they’re already harnessing AI in finance functions")

? ? ? ? ? ? ? (ii) CFO of WM (Waste Management) on her involvement in operations, relationship with the chief operating officer (and more): Devina A. Rankin is EVP and CFO?at NYSE-listed (and "leading provider of comprehensive waste management environmental services in North America") WM?(previously known as Waste Management), and she spoke recently with Fortune. Below are excerpts from the conversation, which appeared in last Monday's Fortune CFO Daily Newsletter, "WM’s CFO has been excelling in key roles for 20-plus years. Here’s some of her best career advice":

? ? ? ? ? ? ? ? ?"Rankin, a CPA, joined the company in 2002. She held several key corporate finance positions, including assistant treasurer and treasurer, before becoming WM’s first female finance chief in 2017. I sat down with her to talk about her journey at the company—and any career advice she could share.....

? ? ? ? ? ? ? ? ? "Fortune: Regarding operations, is that an area where you’re becoming more and more involved?

? ? ? ? ? ? ? ? ? ? Rankin: Absolutely. Our business is very human-centric, and certainly very capital intensive. But at the end of the day, we have 48,000 men and women across our organization that make it happen every day. In terms of thinking about the operations, people are at the core of who we are. So, while I’ve not ever driven a truck myself, I’ve had many conversations with our drivers, and I understand how they think about service to our customers. John Morris, chief operating officer, and I truly have a partnership, and we work through things together each day for the benefit of the organization. I’m there with him thinking about the demands on our human capital and our financial capital.

? ? ? ? ? ? ? ? ? ? ?"Fortune: You’ve been at WM for more than 20 years. What’s the secret to longevity at a single company?

? ? ? ? ? ? ? ? ? ? ? ?Rankin: At the core of my career success and career satisfaction have been the relationships that I have built, and relationships take time. The strong sense of connection and purpose that can come from building lasting relationships over many years is done by working together day in and day out.

? ? ? ? ? ? ? ? ? ? ? ?"Fortune: Any advice for reaching the C-suite?

? ? ? ? ? ? ? ? ? ? ? ? Rankin: You need to be sure you’re engaged in what matters to the company. You need to deliver—set clear and achievable goals, and do what you say you will do. Care about the results, the people you lead, the team that you’re part of, and your brand. And inspire—work to be the leader you wish you always had."

? ? ? ? ? ? ? (iii) ADM audit committee provides update of its internal review of accounting practices/press release of the day: On Jan.21/24, NYSE-listed, agricultural company Archer-Daniels-Midland Company (ADM) announced in this press release?that it was putting its CFO on?administrative leave pending an investigation by the audit committee and outside counsel?of the company's accounting practices (see item (iii) from Jan. 22/24), and on March 1/24 it announced in this press release?that it was delaying?the filing of its Annual Report on Form 10-K for the fiscal year 2023 (see item (iv) from March 5/24). Yesterday, ADM provided an update of its internal investigation?in this press release, as follows:

? ? ? ? ? ? ? ? ??"ADM today provided an update with respect to the internal investigation led by the Audit Committee of its Board of Directors regarding certain accounting practices and procedures with respect to ADM’s Nutrition reporting segment, including as related to certain intersegment sales. The investigation was initially disclosed in January 2024.....

? ? ? ? ? ? ? ? ? "Correction of Certain Segment-Specific Historical Financial Information: The Company has historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market. In connection with the investigation, the Company identified and corrected certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market......

? ? ? ? ? ? ? ? ? "Material Weakness Remediation Plan: In connection with the internal investigation, the Company identified a material weakness in its internal control over financial reporting related to its accounting practices and procedures for intersegment sales. ADM remains committed to strong internal controls and has developed a remediation plan to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales......

? ? ? ? ? ? ? ? ?"Government Investigations: ADM continues to cooperate with the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) in this matter.....

? ? ? ? ? ? ? ? ? "The foregoing is a summary of the internal investigation and related matters. Additional information is available in ADM’s Form 10-K filing....."

? ? ? ? ? ? ? ?(iv) cooperation agreement entered into with prominent activist hedge fund Third Point/(other) press release and precedent of the day (cooperation agreement entered into with Third Point): As reported in this WSJ article yesterday, "Advance Auto Parts Strikes Settlement With Dan Loeb’s Third Point",?earlier this year Dan Loeb’s activist hedge fund Third Point?Third Point approached?NYSE-listed, automotive aftermarket parts provider Advance Auto Parts, Inc. "with the primary goal of adding directors with experience in the industry to its board." Yesterday, Advance Auto Parts?announced in this press release?that it had entered into a Cooperation Agreement with Third Point, and was adding three new independent directors to its board, as follows:

? ? ? ? ? ? ? ? ? "Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America that serves both professional installer and do-it-yourself customers, today announced that it has appointed A. Brent Windom, Gregory L. Smith and Thomas W. Seboldt as independent directors to the Advance Auto Parts board, effective immediately. In connection with these appointments, the company has entered into a cooperation agreement with Third Point LLC and Saddle Point Management, L.P......

? ? ? ? ? ? ? ? ???"These three directors bring essential operational experience and industry expertise to support Shane as he executes on an ambitious agenda,” said Daniel S. Loeb, chief executive officer of Third Point. “With fresh perspectives in the C-suite and board room and a long runway for growth, we believe Advance is well positioned to create meaningful value for shareholders.”........The full cooperation agreement......contains customary standstill, voting and other provisions.....With the appointments announced today, the company’s board will temporarily expand to 12 directors. At the 2024 annual meeting scheduled for May 22, 2024, 11 director nominees are expected to stand for election to the Advance Auto Parts board, including the three newly appointed directors."

? ? ? ? ? ? ? ? ? This is the Cooperation Agreement?entered into between the company and Third Point, as summarized in the related Current Report filed with the SEC.

? ? ? ? ? ? ?(v) Hyatt Hotels head of investor relations (IR)?on activities during and following earnings preparation: Tara Atwood is director of IR at NYSE-listed, leading hospitality company, Hyatt Hotels Corporation, and she spoke last week about her role in this IR Magazine blog post last Friday, "Director of IR talks about the company’s transformation and the proactive approach behind its investor targeting strategy." Below is an excerpt:

? ? ? ? ? ? ? ? ? ?"What does your typical day in IR look like?

? ? ? ? ? ? ? ? ? ? My days are dynamic and vary depending on the quarter’s phase. During the quiet period, just before a quarter closes,?we pause external communications, finalize the previous quarter’s outstanding deliverables and we might take some well-deserved time off and focus on our well-being by visiting one of our gorgeous properties.?The subsequent six weeks involve intense earnings preparation: meetings with executives, crafting releases and presentations, writing scripts and preparing for Q&A. Post-earnings, the focus shifts to engaging with analysts and shareholders through calls, attending industry conferences and conducting non-deal roadshows. We also support other internal teams, such as communications and development, in their stakeholder engagements. Day-to-day tasks include administrative duties like presentation preparation, executive preparation for events, managing travel, maintaining our website and CRM, looking at peer analysis and reading the many analyst reports that hit our inbox. Every day in IR is engaging and varied."

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

? ? ? ? ? ? ? ? ? ?(a) The Estée Lauder Companies Inc. announced yesterday in this press release?that the General Counsel was stepping down "to embark on a new chapter", as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"Today, The Estée Lauder Companies announced that Deirdre Stanley, Executive Vice President and General Counsel, has made the decision to step down from her role to embark on a new chapter. Deirdre will remain in her role until April 2, 2024, and her successor will be announced at a later date.....

? ? ? ? ? ? ? ? ? ? ? ? ? ?"Deirdre has been responsible for leading the company’s legal strategy and its legal and security teams globally, providing expertise on a wide range of matters including corporate strategies, reporting, compliance, risk mitigation, governance and complex business transactions. Deirdre has served as a trusted strategic advisor to members of ELC’s senior leadership team, the Lauder family, and the Board of Directors on both the “art and science” of navigating complex global legal issues and business interests......"

? ? ? ? ? ? ? ? ? ? (b) Berkshire Hathaway subsidiary and giant auto insurer?GEICO announced last Wednesday in this press release the appointment of a Chief legal Officer, reporting to the CEO,?as follows:

? ? ? ? ? ? ? ? ? ?"GEICO announced Tangela Richter has joined the company as its new Chief Legal Officer, reporting to Chairman, President & CEO Todd Combs. Richter will oversee all of GEICO's legal functions as well as government and regulatory affairs. Richter joins GEICO from Wells Fargo,?where she most recently served as executive vice president, deputy general counsel, and secretary......."

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