Boardroom Archive

Apr 15, 2020
Covid-19 poses challenges for audit committees as reporting looms
Audit committees have a lot of work on their hands in overseeing financial reporting during what the Covid-19 pandemic means is a highly irregular quarter, according to Paula Loop, leader of PwC’s Governance Insights Center. The crisis is causing unprecedented disruption and uncertainty around both companies’ business health and how they are operating, with millions of employees working from home – not to mention millions more who have lost jobs or have been f...
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Apr 13, 2020
How boards can evaluate stock buybacks during Covid-19 crisis
The Tax Cuts and Jobs Act of 2017 sparked an unprecedented increase in corporate stock buyback programs as companies sought to use their newly realized cash savings from reduced corporate tax rates to increase stockholder value. A little more than two years since the passage of that legislation, companies are facing another unprecedented event with the Covid-19 pandemic, which will have a much different and more significant impact on their businesses and balance sheets....
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Apr 06, 2020
How boards can prepare for post-pandemic activism
The Covid-19 pandemic has caused significant volatility in the equity markets, with companies across different sectors experiencing sometimes precipitous declines in share prices coupled with significant changes in share ownership. Public companies often experience an uptick in activist demands and unsolicited offers after such periods of exceptional turbulence. The 2008 financial crisis, for example, was followed by a significant increase in unsolicited offers, proxy cont...
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Mar 27, 2020
The week in GRC: SEC extends relief amid Covid-19, and temporary succession planning looms
– The SEC announced that it is providing conditional regulatory relief for registered transfer agents through May 30, 2020, due to the impact of Covid-19. Those wishing to take advantage of the relief must tell the SEC in writing that they are doing so and describe the specific regulatory obligations they unable to comply with, as well as why they cannot do so.  – The ...
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Mar 24, 2020
How boards can approach the Covid-19 pandemic
The Covid-19 pandemic presents complex issues for corporations and their boards of directors to navigate. This briefing is intended to provide a high-level overview of the types of issues boards of both public and private companies may find useful to focus on in the current environment. Management bears the day-to-day responsibility for handling the corporation’s response to the pandemic. The board’s role is one of oversight, which requires monitoring management...
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Mar 23, 2020
How board diversity is shifting in Canada
Board composition continues to be a primary area of focus, particularly as it relates to diversity and gender, in addition to tenure, overboarding and director skills. Canadian reporting issuers have now completed five years following changes adopted by the Canadian Securities Administrators (CSA) to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure that, among other things, require ...
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Mar 20, 2020
The week in GRC: Boards plan for long-term pandemic impacts; and companies mull stock buybacks
– CNN reported that the French Competition Authority said it is fining Apple €1.1 billion ($1.2 billion) over restrictions it placed in contracts with wholesalers, the biggest antitrust fine the French authority has imposed. The regulator alleged that Apple and two of its wholesalers ‘agreed not to compete’ and as a result prevented distributors from competing with each other, ‘thereby...
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Feb 28, 2020
Corporate secretaries urged to stay alert on coronavirus
Corporate secretaries, general counsel and boards must stay alert to changing circumstances as they respond to the coronavirus and its potential impact on their companies, according to Alston & Bird partner David Brown. ‘They will need to be nimble in terms of disclosures and shareholder outreach’ while making sure not to be hysterical, Brown tells Corporate Secretary. He has been fielding incoming calls from clients on the coronavirus issue, with some wanti...
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Feb 20, 2020
Talent is key to corporate success, investors say
Institutional investors see talent management and climate change as the stand-out issues factoring into companies’ strategic success, according to new research. Asked which factors are critical to their portfolio issuers’ fate over the next three to five years, almost two thirds (64 percent) point to talent management – in reference to the workforce as a whole – and 56 percent cite environmental issues/climate change. Corporate culture and board composition ...
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