Category: Environmental, Social and Governance Matters

Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters

Environmental, Social and Governance Matters

12 Oct, 2021

Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters

The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change, Release No. 33-9106 (Feb. 2, 2010), or an explanation for why the comments do not apply. The comment letters are a preamble to the...

State Street Calls for Board and Workforce Diversity Data

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Environmental, Social and Governance Matters / Proxy Statements and Annual Meetings

11 Jan, 2021

State Street Calls for Board and Workforce Diversity Data

Companies that count State Street Global Advisors as an investor should review its CEO Cyrus Taraporevala’s just-released annual letter on its proxy voting agenda, which has significant updates on voting policies with regard to board and workforce diversity. Indicating that State Street’s primary challenge as an investor is the lack of publicly available racial and ethnic diversity data, the CEO states: In 2021, we will...

It’s Really Time to Talk Diversity in D and O Questionnaires (with Updated Sample Question and Summary of Nasdaq’s Proposed Rules)

Environmental, Social and Governance Matters

2 Dec, 2020

It’s Really Time to Talk Diversity in D and O Questionnaires (with Updated Sample Question and Summary of Nasdaq’s Proposed Rules)

On December 1, 2020, Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements for board diversity. The stated goal of the proposal is to provide stakeholders with a better understanding of a company’s current board composition and enhance investor confidence that listed companies are considering diversity in the context of selecting directors, either by including at least two diverse directors on...

2019 Proxy Season Update: Shareholder Proposal Trends

Environmental, Social and Governance Matters / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

8 May, 2019

2019 Proxy Season Update: Shareholder Proposal Trends

In the United States, the process by which shareholders submit proposals to be voted on at a company’s annual meeting has long been a mechanism used to promote often obscure special interests and social issues. In recent years, however, as environmental, social and governance (ESG) topics have become more mainstream, the market has seen a surge in this type of proposal. In 2018, Russell 3000...

The Era of Private Ordering for Corporate Governance

Board Governance and Compensation / Environmental, Social and Governance Matters / Exchange Act Reporting and Disclosure Effectiveness / Legislative Actions / Proxy Statements and Annual Meetings / SEC Rulemaking

28 Aug, 2017

The Era of Private Ordering for Corporate Governance

Following the 2016 election, corporate governance circles have focused intently on what will happen in the nation’s capital with regard to a potential roll back of the current regulatory regime. While attention given to Congress and the SEC for the possible direction of corporate governance is not misplaced, future changes in this arena will most likely come from investors, and they have their own agenda...

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Category: Environmental, Social and Governance Matters

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