Corporate governance

LAURENTIAN BANK ANNOUNCES THREE NEW DIRECTORS

Retrieved on: 
Wednesday, February 7, 2024

MONTREAL, Feb. 7, 2024 /CNW/ - Mr. Michael Boychuk, Chair of the Board of Directors of Laurentian Bank of Canada (the "Bank"), is pleased to announce the appointment of three new independent Directors of the Bank, effective February 7, 2024: Prof. Johanne Brunet, Mr. Jamey Hubbs, and Mr. Paul Stinis.

Key Points: 
  • MONTREAL, Feb. 7, 2024 /CNW/ - Mr. Michael Boychuk, Chair of the Board of Directors of Laurentian Bank of Canada (the "Bank"), is pleased to announce the appointment of three new independent Directors of the Bank, effective February 7, 2024: Prof. Johanne Brunet, Mr. Jamey Hubbs, and Mr. Paul Stinis.
  • Her interests and research have focussed on managing creativity in complex environments, innovation, global economies, international marketing, and business planning.
  • Prof. Brunet serves on a number of major boards including as Chair of the Société des alcools du Québec (SAQ).
  • "We are delighted to welcome Prof. Brunet, Mr. Hubbs, and Mr. Stinis to the Bank's Board of Directors," stated Mr. Boychuk.

Fordham Gabelli School of Business Responsible Business Center and Net Impact Forge Transformative Collaboration

Retrieved on: 
Tuesday, February 6, 2024

New York, NY, Feb. 06, 2024 (GLOBE NEWSWIRE) -- Fordham University’s Gabelli School of Business Responsible Business Center and Net Impact recently signed a Memo of Understanding that will forge a new working relationship between the two entities that share a mutual interest in mobilizing and preparing the next generation of leaders to have a positive and lasting impact on the world.

Key Points: 
  • New York, NY, Feb. 06, 2024 (GLOBE NEWSWIRE) -- Fordham University’s Gabelli School of Business Responsible Business Center and Net Impact recently signed a Memo of Understanding that will forge a new working relationship between the two entities that share a mutual interest in mobilizing and preparing the next generation of leaders to have a positive and lasting impact on the world.
  • Fordham’s Gabelli School of Business is a pioneer in incorporating principles of Environmental, Social, and Corporate Governance directly into its business curriculum at both the undergraduate and graduate level.
  • Its Responsible Business Center is a platform for interdisciplinary engagement in the area of sustainability and business responsibility—one that advances, convenes, and informs cross-industry collaborations; generates and supports academic research; and enriches business school learnings to inspire student development and responsible leadership.
  • We are proud to be a part of this important collaboration with Fordham’s Gabelli School of Business Responsible Business Center.”
    “The Gabelli School of Business and its Responsible Business Center are thrilled to enter into this exciting collaboration with Net Impact,” said Barbara Porco, Ph.D., clinical professor and associate dean of graduate students, Gabelli School of Business, and managing director of the Responsible Business Center.

Why Elon Musk’s ‘self-driving’ of Tesla’s board and its decision to pay him $56B collided with the law – and what happens next

Retrieved on: 
Tuesday, February 6, 2024

Delaware Chancery Court Judge Kathaleen St. Jude McCormick has blocked Elon Musk’s US$55.8 billion pay package, which Tesla’s board of directors approved in 2018 through a process she found to be “deeply flawed.” No CEO of a publicly traded U.S. company has ever been paid this much for one year’s work, according to Equilar, which tracks corporate leadership data.

Key Points: 
  • Delaware Chancery Court Judge Kathaleen St. Jude McCormick has blocked Elon Musk’s US$55.8 billion pay package, which Tesla’s board of directors approved in 2018 through a process she found to be “deeply flawed.” No CEO of a publicly traded U.S. company has ever been paid this much for one year’s work, according to Equilar, which tracks corporate leadership data.
  • Pay for the 10 highest-paid executives, including Google’s Sundar Pichai and Apple’s Tim Cook, reportedly maxed out at around $250 million in 2022.
  • The Conversation asked Justin P. Klein, the director of the Weinberg Center for Corporate Governance at the University of Delaware, to explain McCormick’s reasoning.

Why did the judge block Musk’s pay package?

  • This legal defeat may have knocked Musk out of his perch atop the Forbes list of the world’s richest people, making him the second-wealthiest, the media outlet calculated.
  • Ultimately, she determined that Musk’s compensation plan was considered and approved by a board of directors that was not sufficiently independent or objective.
  • This pay package deserved close scrutiny because of its enormity, McCormick observed.

What was wrong with Tesla’s board?

  • The board approved this compensation plan without following commonly accepted norms, according to the ruling.
  • Further, McCormick found that the directors allowed Musk to control the process for approving the compensation plan, dictating the terms, amount and timing.
  • This is both inconsistent with widely accepted compensation setting practices and striking due to the scale of the pay package.

What factors are boards supposed to consider in setting CEO pay?

  • In deciding what CEOs should earn, boards or compensation committees should consider the company’s performance under the leadership of the CEO and the executive’s own personal performance.
  • They should also review what comparable companies take into consideration when making decisions about their own CEO’s compensation.
  • It also required the appointment of two new independent Tesla board members and a requirement that he preclear certain public statements.
  • The board could have considered this incident a negative factor when making its decisions about Musk’s compensation.

What process are boards supposed to follow in setting CEO pay?

  • In setting CEO compensation, all members of boards or compensation committees should be truly independent and objective, with no interest in the outcome.
  • They should consider engaging compensation experts and benchmark or seek information on executive compensation at comparable companies.

What happens now?

  • On the other hand, Musk could ask Tesla’s board, its compensation committee – or both of them – to revisit and revise his compensation plan, taking into account the objections spelled out in the ruling.
  • That would include both the amount – $55.8 billion – and the process by which it was set.
  • Even if Musk were to prevail and change Tesla’s jurisdiction of incorporation, it would not be likely to affect this decision.

Is Delaware particularly tough on corporate leaders?

  • Delaware is the corporate home of more than 60% of Fortune 500 companies even though it’s the country’s second-smallest state.
  • Musk’s court case was heard in its Court of Chancery, a system that primarily decides corporate legal matters.
  • In 2005, Chancellor William B. Chandler III of the Delaware Chancery Court let it go, while acknowledging the apparent impropriety of paying an executive so much.


Justin P. Klein directs the advisory board of the Weinberg Center for Corporate Governance. Chancellor Kathaleen McCormick is an ex officio member of that center's advisory board.

Solo Brands Announces Leadership Additions

Retrieved on: 
Monday, February 5, 2024

Solo Brands, Inc. (NYSE: DTC) (“Solo Brands” or the “Company”) an omni-channel platform of beloved brands Solo Stove, Chubbies, Oru Kayak, ISLE, and Icy Breeze, today announced two leadership appointments: Laura Coffey as Chief Financial Officer and Michael McGoohan to the newly created position of Chief Growth Officer and Executive Vice President, effective immediately.

Key Points: 
  • Solo Brands, Inc. (NYSE: DTC) (“Solo Brands” or the “Company”) an omni-channel platform of beloved brands Solo Stove, Chubbies, Oru Kayak, ISLE, and Icy Breeze, today announced two leadership appointments: Laura Coffey as Chief Financial Officer and Michael McGoohan to the newly created position of Chief Growth Officer and Executive Vice President, effective immediately.
  • Both executives will report to Christopher Metz, President and Chief Executive Officer of Solo Brands.
  • “We are thrilled to have Laura and Michael join the Solo Brands team.
  • Mike’s extensive experience building brands and driving profitable growth in both wholesale and retail companies makes him a great fit for Solo Brands,” said Mr. Metz.

Kuros Biosciences to Present at the CG 2024 Musculoskeletal Conference

Retrieved on: 
Monday, February 5, 2024

Schlieren (Zurich), Switzerland, February 1, 2024 – Kuros Biosciences (“Kuros” or “the Company”), a leader in next generation bone graft technologies, today announced it will present at the CG 2024 Musculoskeletal Conference, to be held in San Francisco on February 12, 2024.

Key Points: 
  • Schlieren (Zurich), Switzerland, February 1, 2024 – Kuros Biosciences (“Kuros” or “the Company”), a leader in next generation bone graft technologies, today announced it will present at the CG 2024 Musculoskeletal Conference, to be held in San Francisco on February 12, 2024.
  • At the conference, management will discuss its novel MagnetOs portfolio of products and its application to spinal fusion.
  • You may access the replay directly here , or via the Reports & Corporate Governance section of Kuros’ website within “ Reports & Presentations ”.
  • Kuros management will also be available for one on ones during the conference.

Nearly Two-Thirds of Corporate Directors Want Better Data and Insights to Anticipate Cyber and Other Risks, According to Diligent, BDO and Corporate Board Member

Retrieved on: 
Tuesday, January 30, 2024

When it comes to the SEC’s cybersecurity disclosure rules, directors feel management is better prepared than the board.

Key Points: 
  • When it comes to the SEC’s cybersecurity disclosure rules, directors feel management is better prepared than the board.
  • Half of board members say access to more KPIs and benchmarking data would help them improve their ability to oversee risk.
  • 76% of directors said the labor market, including cost and availability of talent, negatively affected their company’s performance in 2023.
  • To be a proactive and productive board, directors must first be informed.”
    Read the full report HERE .

Honeywell Elects Vimal Kapur as Chairman and William S. Ayer as Independent Lead Director

Retrieved on: 
Thursday, February 1, 2024

"It is a privilege and honor to be named chairman with the full support of Darius and our independent directors," Kapur said. "I look forward to working with Bill, our outstanding board and leadership team and our talented people to continue accelerating Honeywell's growth aligned with three powerful megatrends--automation, the future of aviation and energy transition--each of which is underpinned by robust digitalization capabilities and solutions."

Key Points: 
  • William S. Ayer has also been elected to succeed D. Scott Davis as independent lead director beginning as of the company's annual meeting on May 14, 2024.
  • Davis, who has served as lead director since 2020, will continue to serve as an independent director and as Chair of the Audit Committee.
  • "The board is unified in its view that Vimal will provide decisive strategic leadership and strong execution of Honeywell's growth plans, capital deployment, succession planning and continuing operational excellence," said Davis, Honeywell's independent lead director.
  • Adamczyk, who was Honeywell's chairman and CEO until June 2023 when he became executive chairman, said, "I would like to thank Scott for his service to Honeywell as lead director.

Amanda Norton appointed to Royal Bank of Canada's Board of Directors

Retrieved on: 
Wednesday, January 31, 2024

TORONTO, Jan. 31, 2024 /CNW/ - Royal Bank of Canada (TSX: RY) (NYSE: RY) today announced that Amanda (Mandy) Norton is appointed to its Board of Directors, effective February 1, 2024.

Key Points: 
  • TORONTO, Jan. 31, 2024 /CNW/ - Royal Bank of Canada (TSX: RY) (NYSE: RY) today announced that Amanda (Mandy) Norton is appointed to its Board of Directors, effective February 1, 2024.
  • She has also held progressively senior risk and finance positions at JPMorgan Chase & Co., Ally Financial, and Bank of America.
  • Ms. Norton also recently served on the board of directors for Credit Suisse Group AG until November 2023, and serves on the board of Generation Investment Management LLC.
  • For more information on RBC's Board of Directors, please visit our Corporate Governance site .

MSCI ESG Upgrades DMEGC's ESG Rating to BBB

Retrieved on: 
Wednesday, January 31, 2024

DONGYANG, China, Jan. 31, 2024 /PRNewswire/ -- Recently, Morgan Stanley Capital International (commonly known as "MSCI"), an international authoritative rating agency, announced the latest ESG (Environmental, Social, and Corporate Governance) rating results for DMEGC .

Key Points: 
  • DONGYANG, China, Jan. 31, 2024 /PRNewswire/ -- Recently, Morgan Stanley Capital International (commonly known as "MSCI"), an international authoritative rating agency, announced the latest ESG (Environmental, Social, and Corporate Governance) rating results for DMEGC .
  • With its continuously optimized ESG policies and practices, DMEGC's MSCI ESG rating has been upgraded from BB to BBB, making it one of only two Chinese photovoltaic companies to achieve this rating.
  • The MSCI ESG rating is a globally recognized ESG evaluation system, and its ratings are widely used by international investors in their investment decisions.
  • According to the latest ESG rating report, DMEGC has shown significant improvements across various ESG dimensions, leading the industry in areas such as Opportunities in Clean Tech, Labor Management, and Corporate Governance.

TCL Electronics Signs Sustainable-Linked Transaction Agreement with Standard Chartered

Retrieved on: 
Tuesday, January 30, 2024

HONG KONG, Jan. 30, 2024 /PRNewswire/ -- TCL Electronics Holdings Limited ("TCL Electronics" or the "Company", stock code: 01070.HK) is pleased to announce that its offshore subsidiary has signed a sustainable-linked transaction agreement with Standard Chartered.

Key Points: 
  • HONG KONG, Jan. 30, 2024 /PRNewswire/ -- TCL Electronics Holdings Limited ("TCL Electronics" or the "Company", stock code: 01070.HK) is pleased to announce that its offshore subsidiary has signed a sustainable-linked transaction agreement with Standard Chartered.
  • Standard Chartered bundled various derivatives under TCL Electronics' risk hedging to greatly streamline the transaction process and enhance the scope of the sustainable-linked risk-hedging transactions.
  • Ms. Jean Lu, Deputy Chief Executive Officer and Head of Corporate, Commercial and Institutional Banking of Standard Chartered China, commented, "We are delighted that Standard Chartered and TCL Electronics reached this innovative sustainable-linked transaction.
  • We look forward to seeing Standard Chartered continuing our close collaboration with TCL Electronics, leveraging Standard Chartered's expertise in sustainable finance to support TCL Electronics in achieving its sustainability and carbon neutrality objectives."