'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 role of boards in crisis management: Global business advisory firm FTI?Consulting, Inc. posted on its website last month this article, "How Boards Can Navigate Crises in an Era of Upheaval", part of its “Mastering Crises” series, a?"collection of insights on crisis management." Below are excerpts:

? ? ? ? ? ? ? ? ? ?"As 2025 unfolds, boardrooms worldwide face heightened complexities. Uncertainty,?compounded by decisions on tariffs, supply chain pivots, conflicting regulatory approaches across key markets, rapid tech leaps and game-changing geoeconomic tensions, demand that boards be crisis-ready in extraordinary times. It’s not about micromanaging every detail—it’s about the board harnessing their unique ability to see the bigger picture and anticipate both risks and opportunities.?

? ? ? ? ? ? ? ? ? ?"However, a recent Economist Impact survey?of 600 primary legal decision-makers sponsored by FTI Consulting shows only 23% of boards currently oversee their organisation’s crisis management processes. In today’s unpredictable and high-stakes environment, it is crucial for boards to take an active role in crisis planning and preparation—not just to support senior leadership but to ensure the organisation is proactive, agile and resilient. Robust crisis governance goes beyond ticking off continuity plans or assessing team readiness. It calls for boards to leverage their expansive perspective to evaluate the organisation’s overall strategic direction. When a crisis strikes, the board is there for support but also to challenge senior executives to ensure they are acting in the interest of stakeholders. After a crisis, it is the board’s role to consider what happened, conducting reviews to determine what could have been prevented, drawing lessons and advising on the changes that will improve resilience and reduce future risks. This will help to transform crisis handling into a hallmark of strength and stability.....

? ? ? ? ? ? ? ? ? "Command and Control: More than 40% of surveyed organisations cited having a well-rounded crisis response team as a top priority.?Boards should assess the composition of this team to ensure that it aligns with the organisaton’s risk profile and pulls in a range of skills and perspectives. And if a board member is to play an active role, be clear about what that should be. Communication is another area of board oversight.?While boards and the C-suite handle crisis communications in the majority of surveyed organisations, only 30% have prepared a crisis communications playbook for internal and external messaging. Having communications ready to roll out for a variety of incidents as part of a recovery plan saves time.

? ? ? ? ? ? ? ? ? ? ? ? ? ? Working closely with the corporate affairs and communications teams, board members should support the CEO with high-level stakeholder engagement, while resisting the temptation to get too involved. Their insights can be especially valuable when they have strong connections to institutional or government stakeholders from their previous roles. Following a crisis, boards should lead a thorough review and ensure that recommendations are implemented, including improvements to monitoring, training and simulations based on lessons learned. Tabletop exercises and crisis simulations are resource intensive but will significantly strengthen the resilience and readiness of plans,?especially when more than seven in 10 organisations are not conducting crisis scenario drills based on past events—a gap boards should close......."

? ? ? ? ? ? ? ? ? Note that other articles in this "Mastering Crises” series include: "The Role of Law Firms in Crisis Management"; "Beyond Crisis Management: General Counsel Takeaways in a Changing World"; and "Turbulent Waters, Trusted Anchors: The General Counsel’s Evolving Role in Navigating Crises."

? ? ? ? ? ? ? (ii) Spencer Stuart 'snapshot' report on the tenure, turnover, diversity and background of 11 C-suite roles at the Fortune 500 companies: On Feb.26/25, Spencer Stuart?posted on its website the latest in its series of "snapshot" reports, "Fortune 500 C-Suite Snapshot 2024: Profiles in Functional Leadership", which "looks at the tenure, turnover, diversity and backgrounds of 11 common C-suite roles", including the: CEO, COO, CFO, chief legal officer, CHRO, chief information officer, chief inclusion and diversity officer, and chief sustainability officer. Below are some of the key observations:

? ? ? ? ? ? ? ? ?"Nearly 60 percent of C-suite functional leaders are internal appointments to their roles, underscoring the importance of leadership development and succession planning. While this is unchanged from last year, internal appointments have gradually increased since 2020, when 55 percent of functional leaders were appointed from within their companies. CEOs (76 percent) and chief operating officers (79 percent) are most likely to be insiders.

? ? ? ? ? ? ? ? ? "Average tenure among some Fortune 500 leaders has been increasing since 2022, likely due to organizations focusing on stability, continuity and long-term strategic planning in a rapidly changing business environment. Average CEO tenure rose from 6.7 years to 7.4 years.?Other roles driving the increase over the past two years are?CIOs (4.4 to 5.2 years), supply chain officers (4.3 to 5.2 years), chief inclusion and diversity officers (2.6 to 3.6 years) and heads of sustainability (3.4 to 4.1 years)."

? ? ? ? ? ? ? ? ? ?More on tenure in the report under "Recruiting and retention":

? ? ? ? ? ? ? ? ? ?"The average tenure of sitting Fortune 500 C-suite leaders is 4.9 years, up from 4.5 in 2023. Average CEO tenure is just under seven and a half years on average, 2.5 years longer than the C-suite average and more than a year longer than the next longest-serving executive, the chief legal officer (6.1 years).....COOs have the shortest tenure, averaging 3.2 years,?likely because the role often is meant to be a temporary development position for CEO aspirants.?

? ? ? ? ? ? ? ? ? ?"Other roles with shorter average tenures — such as the chief inclusion and diversity officer and chief sustainability officer — are newly created in some organizations and therefore haven’t had a chance at a longer tenure at this point. Since 2020, the average tenures of chief information officers and chief supply chain officers within the C-suite have increased by nearly a year, from 4.3 years to 5.2 years and from 4.4 years to 5.2 years, respectively. In the same period, the average tenure of CHROs declined by nearly a year?(from 5.5 years to 4.7 years)."

? ? ? ? ? ? ? (iii) the role of executive chair: an example of a successful 'long-term' executive chair: The appropriateness and efficacy of the very common practice of a retiring CEO transitioning to the position of Executive Chair has been the subject of a certain debate, a general consensus being that the position should be reasonably short-term: ?see for example this recent Spencer Stuart report, "When an Executive Chair Helps or Hinders Company Performance" (discussed in item (i) from March 21/24, and referred to in the Fortune article below.) Interesting to note that NYSE-listed, off-price apparel and home fashions retailer The TJX Companies, Inc.?(parent company of such store chains as TJ Maxx, Marshalls and Winners) has a long-time Executive Chair (9 years),?as discussed in this Feb. 26 Fortune article, "How T.J. Maxx’s parent company became a retail juggernaut thanks to good corporate governance and a no-frills culture":

? ? ? ? ? ? ? ? ? ? ?".......Under Ernie Herrman, CEO since early 2016, TJX revenue has nearly doubled.....When Herrman took the corner office, plenty wondered whether he’d be able to continue TJX’s incredible growth story under his predecessor, Carol Meyrowitz. In her nine years as CEO, TJX sales soared 67% to $29.1 billion in 2015 while profit tripled to $2.2 billion.....If Herrman has clearly built on her legacy, investors can thank TJX’s exemplary succession planning. Herrman had been president of TJX for five years, working as Meyrowitz’s top lieutenant as she prepared him for the top job. After he took the helm, she stayed on as executive chair to provide continuity and guidance, something that continues to this day.

? ? ? ? ? ? ? ? ? ? ?"In an unusual arrangement, Meyrowitz has remained executive chair for nine years. A 2023 study?of more than 200 U.S. public companies by Spencer Stuart found that executive chairs had been in their roles for a little less than two years on average.?An executive chair is much more hands-on than a chairman and has, as the title suggests, executive functions, without being as involved in day-to-day matters as the CEO. The majority of executive chairs in the Spencer Stuart study, some 57%, had been CEO prior to becoming executive chair. Having an executive chair is typically a move that lasts a year or two and is designed to support a CEO transition. But clearly the company and its shareholders think the arrangement is working: Earlier this month, TJX extended both Herrman’s and Meyrowitz’s ?contract for another three years."

? ? ? ? ? ? ? (iv) the prevalence of external CEO appointments at the S&P 500 companies: ?Below is from this Feb.27 Fortune article, "Companies are increasingly looking outward for their next CEO", with reference inter alia to this recent Spencer Stuart?report, "2024 CEO Transitions" (discussed in item (ii)(b) from Feb.27/25):

? ? ? ? ? ? ? ? ? ?"The era of internal CEO promotions is waning as companies increasingly look beyond their ranks for top leadership.?Large corporations have traditionally favored internal elevations to the corner office. In 2024, however, a record number of external candidates ascended to the top job at S&P 1500 companies. According to Spencer Stuart, 44% of new CEOs appointed last year came from outside the company, a 12% increase from 2023. This shift is particularly pronounced among mid-cap companies, where 58% of incoming CEOs were external hires. At Fortune 500 companies, however, 76% of CEOs?are internal appointments.

? ? ? ? ? ? ? ? ? "Several factors are driving this trend, including the need for leaders with fresh perspectives to navigate growing business uncertainty. “Whenever you find that the business is in a state of uncertainty, whether at the industry level or company level, boards become more open-minded about looking outside the company,”?says Jason Baumgarten, head of global board and CEO practice at Spencer Stuart.?This is especially true for underperforming companies, where boards recognize the value of leaders with varied expertise and a novel perspective.

? ? ? ? ? ? ? ? ? "Another driver is the volatility and faster pace of change across industries like tech, consumer goods, and health care,?which saw the highest rates of external CEO appointments......In these sectors, boards are prioritizing leaders who can navigate sustainability demands, adapt to rapidly shifting consumer behavior, and drive transformation amid high-speed disruption. “If you see more change going forward than stability, you may need a different kind of leader or an outside lens,” Baumgarten explains. External CEOs bring objectivity and a fresh approach, allowing them to assess challenges more clearly because they aren’t emotionally tied to past decisions or the outgoing CEO’s strategy. This detachment can make them more effective change agents, says Baumgarten.

? ? ? ? ? ? ? ? ? "By contrast, industries that prioritize stability and continuity are less likely to hire outsiders.?In financial services, 64% of CEO appointments were internal promotions, while 60% of industrial CEO hires came from within. Internal CEOs are often seen as a lower-risk choice in these instances because they already understand the company’s culture, strategy, and internal dynamics, making for a smoother transition. Yet another factor fueling the rise of external hires is a growing preference for seasoned leaders,?making them especially attractive candidates for companies undergoing transformation, particularly in small and mid-cap firms. In 2024, 21% of incoming S&P 1500 CEOs had previously led a public company—an eight-percentage-point increase in three years......"

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

? ? ? ? ? ? ? ? ? ? (a) NYSE/TSX-listed?Canadian Imperial Bank of Canada (CIBC)?announced today in this press releases?that its CEO plans to retire on Oct.31/25, with the current head of capital markets being appointed Chief Operating Officer and named to assume the role of President and CEO on November 1, 2025, as follows:?

? ? ? ? ? ? ? ? ? ? ? ? ? "CIBC today announced that Victor Dodig?plans to retire as President and Chief Executive Officer, effective?October 31, 2025, and that?Harry Culham?has been appointed as Chief Operating Officer effective?April 1, 2025?and will succeed Mr. Dodig as President and Chief Executive Officer, effective?November 1, 2025. Mr. Dodig will serve as a special advisor to Mr. Culham and the Board from?November 1, 2025?to?April 30, 2026?to support a seamless transition.?

? ? ? ? ? ? ? ? ? ? ? ? ? "Mr. Dodig has served as President and CEO of CIBC since?September 2014,?guiding the bank through a period of significant transformation and growth......Effective?April 1, 2025, all of CIBC's operating businesses will report to Mr. Culham to help facilitate the leadership transition and continued strong focus on clients and performance. CIBC's corporate functions will continue to report to Mr. Dodig until?October 31, 2025.....

? ? ? ? ? ? ? ? ? ? ? ? ?"Mr. Culham first joined CIBC in?Vancouver?as an intern.....He then gained extensive experience in senior banking roles in?Europe?and?Asia?before rejoining CIBC in 2008, ultimately taking on the leadership of CIBC's global Capital Markets business in 2015......"

? ? ? ? ? ? ? ? ? ? (b) On Dec.2,?Intel Corporation?announced in this press release?that?CEO Pat Gelsinger had retired from the company (effectively forced out by the Intel board after the it lost confidence in his plans to turn around the company), with two senior executives, David Zinsner, the current CFO, and current senior executive Michelle Johnston Holthaus (concurrently appointed to the newly created position of CEO of?Intel?Products) to serve as interim co-CEOs while the board conducts a search for a new CEO, and with Frank Yeary, independent chair of the board, becoming interim executive chair during the period of transition (see item (iii)(a) from Dec.2/24 and item (ii) from Dec.3/24). Yesterday, Intel announced in this press release?the?appointment of a new permanent CEO from outside the company, as follows:

? ? ? ? ? ? ? ? ? ? ? ? "Intel Corporation today announced that its?board of directors has appointed Lip-Bu Tan, an accomplished technology leader with deep semiconductor industry experience, as chief executive officer, effective March 18. He succeeds Interim Co-CEOs David Zinsner and Michelle (MJ) Johnston Holthaus.?Tan will also rejoin the Intel board of directors after stepping down from the board in August 2024.

? ? ? ? ? ? ? ? ? ? ? "Zinsner will remain executive vice president and chief financial officer, and Johnston Holthaus will remain CEO of Intel Products. Frank D. Yeary, who took on the role of interim executive chair of the board during the search for a new CEO, will revert to being the independent chair of the board?upon Tan becoming CEO.....Tan is a longtime technology investor and widely respected executive with more than 20 years of semiconductor and software experiences as well as deep relationships across Intel’s ecosystem. He formerly served as CEO of Cadence Design Systems from 2009 to 2021......"

? ? ? ? ? ? ? ? ? (c) Empire Company Limited (parent of Sobeys Inc., a wholly-owned subsidiary) announced today in this press release the appointment of a new CFO from outside the company,?as follows:

? ? ? ? ? ? ? ? ? ? ? ?"Empire Company Limited today announced that Matt Reindel, Executive Vice President and Chief Financial Officer has decided to retire from the company. He will be replaced in May by?Constantine (Costa) Pefanis, who has most recently served as CFO of Green Infrastructure Partners (GIP Inc.). Reindel has agreed to stay on for the next several months to support a seamless transition......"

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