Regulations

Glass Lewis: 2022 Approach to ESG Initiatives

Nov 17, 2021

On November 15, 2021, Glass Lewis released its Policy Guidelines on ESG Initiatives. These Guidelines identify factors Glass Lewis considers when making its case-by-case recommendations on shareholder proposals and related initiatives.

Review the guidelines on Glass Lewis' website and a summary on the Corporate Counsel's website.

Glass Lewis: New 2022 Policy Updates Cover Board Diversity & Post-SPAC Governance

Nov 15, 2021

On November 15, 2021, Glass Lewis released its 2022 Proxy Voting Policy Guidelines. These Guidelines address how the proxy advisor approaches matters that affect votes on director elections, auditor ratification, executive pay, and governance structures.

Review the guidelines on Glass Lewis' website and a summary on the Corporate Counsel's website.

Cyber Oversight Effectiveness Development: A New Approach for Boards of Directors

Nov 10, 2021

Cyber Oversight Effectiveness Development (COED) is a new approach for building a board’s capabilities as it oversees cybersecurity risk and provides strategic leadership in this critical area.

Nearly every large public company board has made significant investments in cybersecurity, enhancing human capabilities in both management teams and boards and allocating major capital to secure their IT infrastructures. But we regularly hear from directors that these are no more than steps on a long journey. Even in a company where internal management of cyber risk appears strong, the board of directors can worry that its oversight may not be adequate—or that it has no reliable way to assess its adequacy or to compare its capabilities with those of boards of other firms.

COED seeks to address this gap. It is predicated on the belief that cyber risk often requires fundamentally different treatment than other risks, such as health and safety or fraud. Directors, executives, company secretaries, and others who care deeply about effective governance are the intended audience for this report and for the COED approach.

Review the publication on Tapestry Networks' website.

Flying blind: The glaring absence of climate risks in financial reporting

Nov 09, 2021

This report examines whether 107 publicly-listed carbon-intensive firms (and their auditors) considered material climate-related risks in financial reporting. At the same time the study also assesses whether investor concerns about Paris-alignment of assumptions and estimates have been addressed.

Despite significant financial risks faced from the climate crisis, and net-zero pledges made by many we found little evidence that companies or their auditors considered climate-related matters in the 2020 financial statements.

Review the press release and report on the Carbon Tracker's website.

Crisis in the C Suite: A 10-Step Plan

Nov 02, 2021

It’s an all-too-common occurrence. A senior executive is accused of wrongdoing ― sexual misconduct, bullying, financial fraud, a conflict of interest or other conduct posing a compliance or integrity concern. Suddenly, directors find themselves thrust into the center of a crisis, forced to make critical decisions on a short timeline, often in the glare of a public spotlight. It’s a time for clearheaded thinking and a game plan. Here’s a 10-point guide for directors for the first few, critical days.

Review the guide on Skadden's website.

A guide for boards and companies facing ransomware demands

Oct 25, 2021

On September 21, 2021, the U.S. Department of the Treasury announced a set of actions designed to counter ransomware, principally by discouraging ransomware payments. The Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) for the first time designated a virtual currency exchange for facilitating financial transactions for ransomware actors. OFAC also issued an updated advisory about ransomware that, among other things, emphasized that the U.S. government continues to strongly discourage ransomware payments and strongly encourage reporting to and cooperating with government agencies in the event of an attack.

Though the Department of the Treasury’s actions do not prohibit victim companies from paying ransoms, they add another layer of complexity for victim companies deciding whether to pay. Paying a ransom carries short-term and long-term consequences, carries legal and regulatory risk, as highlighted by the Department of the Treasury’s recent actions, and could shape the outlook and reputation of a company for years to come.

Review the guide on Milbank General Counsel's website.

Third IVSC perspectives paper on ESG and business valuation

Oct 21, 2021

The International Valuation Standards Council (IVSC) published a third perspectives paper "ESG and Real Estate Valuation" that focuses on environmental factors that relate to real estate valuations, especially on valuations of existing real estate.

The paper is a follow-up to the perspectives papers A Framework to Assess ESG Value Creation released in May 2021 and ESG and Business Valuation released in March 2021, which explore how ESG characteristics are, or can be, incorporated into the value measurement process.

Review ESG and Real Estate Valuation on the IVSC's website.

New edition of Reporting Matters highlights key role corporate transparency plays in addressing pressing global challenges

Oct 21, 2021

On October 21, 2021, the World Business Council for Sustainable Development (WBCSD) released the 2021 edition of "Reporting matters". According to a new report, reporting and accountability are more important than ever as businesses strengthen their sustainability commitments through WBCSD’s updated membership conditions.

Spanning 168 leading global companies, this year’s research shows continued progress in corporate sustainability reporting. This year, Reporting Matters presents a focus on the role that corporate reporting plays in shaping and communicating the contribution of businesses in addressing unprecedented challenges in climate change, nature loss, and inequality.

Review the report on the WBCSD's website.

IESBA Meeting Highlights: September 2021 Meetings

Oct 17, 2021

In October 2021, the International Ethics Standards Board for Accountants (IESBA) re-leased the highlights summary of its virtual meetings held on September 13-17 & 27, 2021.

The Agenda items in­cluded:

  • Definitions of Listed Entity and PIE
  • Non-As­sur­ance Ser­vices & Fees Roll­out
  • Bench­mark­ing
  • Emerging Issues and Outreach Committee (EIOC)
  • Technology Fact Finding and Thought Leadership
  • Technology Project
  • eIS / eCode 2.0
  • Tax Planning & Related Services
  • Long Association Post-Implementation Review (Phase 1)
  • Engagement Team–Group Audits Independence
  • Next Meeting

Re­view the high­lights sum­mary and pod­cast on the IESBA's web­site.

SASB Meeting Highlights: October 1, 2021 Meeting

Oct 15, 2021

In October 2021, the Sustainability Accounting Standards Board (SASB) released the Summary of Meeting Outcomes of its meeting held on October 1, 2021.

The SASB Standards Board is an independent standards board that is accountable for the due process, outcomes, and ratification of SASB Standards, including any changes to the Standards. It is part of the Value Reporting Foundation.

The Agenda items in­cluded:

  • Standard-setting Agenda Overview
  • Standard-Setting Projects
    • Tailings Management in Extractives
    • Systemic Risk in Asset Management
  • Other Projects
    • Conceptual Framework
  • Additional Research
    • Alternative Meat & Dairy Research Project
    • Marine Transportation Working Group

Re­view the Summary of Meeting Outcomes on the SASB’s web­site.

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