Boardroom Archive

Feb 12, 2020
Dealing with activist directors with an M&A agenda
This past year, more than ever, activist investors called for the companies they targeted to put themselves up for sale or divest assets. A record 99 campaigns launched in 2019 pushed an M&A-related agenda, according to Lazard’s shareholder advisory group. This represents 47 percent of activism campaigns launched last year, the highest proportion since Lazard has tracked this data. According to Activism Insight, roughly 60 percent of M&A-related c...
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Feb 03, 2020
Interview with Carol Ward: Lifetime achievement award winner
One of the major projects you worked on was the 2012 spin-off of Kraft Foods’ North American grocery business. What were some of the challenges the transaction presented you with on the governance side? It was a huge company to begin with. We were splitting it in half – not just dividing it by geography but also by business, leaving the North American grocery business with Kraft and creating a global snacks company, Mondelez International. We ha...
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Jan 31, 2020
A career of success in deals and mentoring
Carol Ward is this year’s recipient of the lifetime achievement award as a result of her work both in guiding major firms through times of governance and corporate transformation, and in guiding young professionals on the values of good corporate governance. ‘Carol has been very active in the governance community for the 25 years I have worked in the field, and probably longer,’ says Lydia Beebe, founder of LIBB Advisors and director of Kansas City Southern, E...
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Jan 29, 2020
How Atlas Air’s Kokas aims high on governance
Adam Kokas is a man with his hands on many governance levers. As executive vice president, general counsel and secretary at Atlas Air Worldwide, he leads the company’s governance program and takes charge of initiatives ranging from year-round shareholder engagement and keeping directors up to date on the latest trends in corporate governance to board refreshment and the company’s proxy statement. Over the past three years, Kokas has led a process of board refres...
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Jan 24, 2020
How Guardian targets best practices as a private company
The Guardian Life Insurance Company of America is a mutual company, with policyholders instead of shareholders. ‘People count, and we want to do what’s best for our policyholders,’ says Harris Oliner, senior vice president and corporate secretary. The company puts great effort into having top-class governance, going far beyond what it is required to do. For example, Guardian publishes its corporate governance framework, essentially as a form of proxy statement...
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Jan 17, 2020
Boards urged to target talent and strategy in 2020
The role of the board has shifted such that key targets for directors this year include releasing the value of human capital within the company while also focusing on strategy and innovation, according to Stephen Klemash, EY Center for Board Matters (EY CBM) Americas leader. Succession planning has traditionally been a central aspect of boards’ agendas and their most important human capital and talent-related work. But Klemash notes that a series of developments h...
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Jan 03, 2020
The week in GRC: SEC proposes auditor independence changes, and recession fears lead CEOs’ concerns
— The SEC proposed amendments to its auditor independence framework. The proposed changes are designed to mean that relationships and services that would not pose threats to an auditor’s objectivity and impartiality do not trigger non-substantive rule breaches or potentially time-consuming audit committee review of non-substantive matters. ‘The proposal is consistent with the commission’s long-rec...
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Dec 27, 2019
A year of firsts: AXA Equitable Holdings’ governance head discusses the company’s change in ownership
When Jessica Olich joined AXA Equitable Holdings as its vice president, senior assistant secretary and associate general counsel in September 2018, it was a different company to the one that she now works at. In the fall of 2018, the company was controlled by its French parent company, AXA. But by the end of March 2019, following three rounds of secondary offerings, AXA’s share of the company had fallen to 48 percent – meaning that AXA Equitable Holdings was no ...
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Dec 24, 2019
Mentorship has ‘been a joy,’ says CGA lifetime achievement winner
Carol Ward was the worthy recipient of the lifetime achievement award at this year’s Corporate Governance Awards and, in a brief interview with Corporate Secretary on the night, she said that she’s felt a lot of joy in watching her mentees succeed in the governance field and beyond. Ward spent 23 years working at Cigna Corporation as its corporate secretary and chief compliance officer, and a further 12 years at Kraft Foods (now Mondelez International) as vice p...
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