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    1. Appearances Matter According To ISS' Proxy Voting Guidelines

      Appearances Matter According To ISS' Proxy Voting Guidelines

      As part of its updated guidelines, ISS has removed the "grace" period for board diversity so that its policy now reads as follows: Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members. An exception will be made if there was racial and/or ...

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      Mentions: ISS AMP California
    2. Following Record-Setting Year, SEC Opens 2022 With $4 Million in New Whistleblower Awards: Is Your D&O Policy Prepared to Respond?

      Following Record-Setting Year, SEC Opens 2022 With $4 Million in New Whistleblower Awards: Is Your D&O Policy Prepared to Respond?

      Following Record-Setting Year, SEC Opens 2022 With $4 Million in New Whistleblower Awards: Is Your D&O Policy Prepared to Respond? 2022 has kicked off with several new whistleblower awards, as the SEC announced earlier this week that it had awarded more than $4 million to whistleblowers who provided information and assistance in two government actions—one for misconduct occurring overseas and a second where the whistleblower’s assistance directly led to the success of the covered action...

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    3. SEC Commissioner Crenshaw Voices Additional Support for ESG Disclosures

      SEC Commissioner Crenshaw Voices Additional Support for ESG Disclosures

      SEC Commissioner Crenshaw Voices Additional Support for ESG Disclosures Last week, SEC Commissioner Crenshaw--one of the Democratic members of the SEC Commission--addressed the Center for American Progress and the Sierra Club, and availed herself of the opportunity to once again vocally express support for the ESG disclosures that the SEC is planning to promulgate in the near future...

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    4. Protections for Whistleblowers Who Share Company Documents

      Protections for Whistleblowers Who Share Company Documents

      Frances Haugen, a former product manager at Facebook, recently revealed her identity as the whistleblower who reported Facebook to the U.S. Securities and Exchange Commission (SEC) and provided internal Facebook documents to Congress and to the press. Questions have arisen about what kinds of protections she and other whistleblowers have when it comes to sharing documents with government regulators, Congress, and news outlets...

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    5. Massachusetts Executive Order Permitting Massachusetts Public Companies to Hold Virtual-Only Shareholder Meetings to Expire

      Massachusetts Executive Order Permitting Massachusetts Public Companies to Hold Virtual-Only Shareholder Meetings to Expire

      Massachusetts Governor Charles Baker’s COVID executive order permitting public companies incorporated in Massachusetts to hold virtual-only shareholder meetings is set to expire on August 14, 60 days after the June 15 lifting of the COVID-19 state of emergency in Massachusetts...

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    6. Dollars and Sense: How to Integrate ESG into Compensation Programs

      Dollars and Sense: How to Integrate ESG into Compensation Programs

      On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules requiring public companies to disclose certain ESG metrics, including metrics related to climate, board diversity, and employee management and welfare practices...

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    7. ISS' Arbitrary And Capricious Assessment Of Board Diversity

      ISS' Arbitrary And Capricious Assessment Of Board Diversity

      Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity. Currently, ISS considers board diversity in making voting recommendations for two of its specialty policies: Socially Responsible Investing (SRI) and Catholic Faith-Based. Beginning in 2021, ISS, under its U.S...

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      Mentions: ISS Benchmark culture
    8. SEC to Move Quickly on Proposed ESG Disclosures

      SEC to Move Quickly on Proposed ESG Disclosures

      The Securities and Exchange Commission (SEC or the Commission) has announced a series of initiatives reorienting the Commission’s agenda to focus on environmental, social, and governance (ESG) issues. In particular, the Commission is gearing up to develop a framework to address ESG disclosures, including climate change risk and diversity and inclusion metrics...

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    9. Mitigating Environmental, Social, and Corporate Governance (ESG) Risks Through D&O Insurance

      Mitigating Environmental, Social, and Corporate Governance (ESG) Risks Through D&O Insurance

      In a recent post on the Nickel Report (“Environmental, Social and Corporate Governance: What are the Risks, Really?”), our colleagues provide a thoughtful discussion of various risks, trending issues, and emerging concerns arising from environmental, social, and corporate governance (“ESG”)...

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    10. Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      On December 1, 2020, Nasdaq filed a proposed rule with the U.S. Securities and Exchange Commission (SEC) that would require certain Nasdaq-listed companies to have at least two diverse directors (according to self-reported gender, race, and sexual orientation) or explain why the company has not been able to meet the proposed minimum diversity standards, and disclose certain board diversity-related statistics. While many have lauded Nasdaq’s proposed rule to promote board diversity, there have been vocal critics of the proposed rule... Notably, in a ...

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    11. New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      Last week, the U.S. Securities and Exchange Commission (SEC) announced the creation of a new 22-person Climate and Environmental, Social, and Governance (ESG) Task Force in its Division of Enforcement, a notable development in a series of recent steps taken by the Biden administration focused on increasing ESG accountability...

       

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