Rapporter & tendenser

USA’s førende selskabsadvokat: Her er 25 aktuelle råd til bestyrelsen. I et memorandum skrevet af Martin Lipton, USA’s førende advokat inden for corporate policy, giver blandt andet følgende gode råd til bestyrelsen: 1) Recognize the heightened focus of investors on “purpose” and “culture” and an expanded notion of stakeholder interests that includes employees, customers, communities, the economy and society as a whole and work with management to develop metrics to enable the corporation to demonstrate their value; 2) Be aware that ESG and sustainability have become major, mainstream governance topics that encompass a wide range of issues, such as climate change and other environmental risks, systemic financial stability, human capital management, worker retirement, supply chain labor standards and consumer and product safety; 3) Oversee corporate strategy (including purpose and culture) and the communication of that strategy to investors, keeping in mind that investors want to be assured not just about current risks and problems, but threats to long-term strategy from global, political, social, and technological developments; 4) Work with management to review the corporation’s strategy, and related disclosures, in light of the annual letters to CEOs and directors, or other communications, from BlackRock, State Street, Vanguard, and other investors, describing the investors’ expectations with respect to corporate strategy and how it is communicated.”

Betaler de internationale tobaksfirmaer den selskabsskat, de skal? Engelske Guardian skriver , at det gør de ikke i England: ”Academics at the University of Bath found that the four largest cigarette companies pay hundreds of millions of pounds in tax overseas but consistently pay less than the headline rate of UK corporation tax. The companies, which disputed the report’s findings, include Gauloises-maker Imperial Brands and British Ame – rican Tobacco (BAT), owner of Camel and Lucky Strike. According to the report, Imperial Brands, BAT and Gallaher, a subsidiary of Japan Tobacco International (JTI), made UK operating profits of more than £1bn between them in 2016 but paid £83.6m combined, a rate of less than 10%.”

CEO lønninger i mellemstore europæiske selskaber har været faldende de seneste fire år: En gennemgang af gennemsnitlige CEO lønninger i USA, Canada og Europa viser, at de europæiske CEO’er er rigtig godt med i lønkapløbet, at de har været foran, men at den gennemsnitlige løn har været faldende de seneste år: “An analysis of Equilar’s extensive CEO compensation data from mid-sized companies—defined as companies with revenues between $1-5 billion—over the past five years (2018 defined as filing dates of from July 1, 2017 to June 30, 2018) revealed that the median total compensation of U.S. CEOs has generally increased from year-to-year, with the exception of 2017, which experienced a 2% decline in median pay. The study includes 853 U.S. companies, 98 Canadian companies and 54 European companies of similar size. In 2018, the median compensation of CEOs in U.S. mid-sized companies was approximately $5.3 million, while that of Canada and Europe were $3.2 million and $4.5 million, respectively. Likely due to variation in the global corporate governance landscape, European CEO pay trends were more volatile across the years involved in the study, and experienced a net decrease of 22% in median pay from 2014 to 2018 from $5.5 million in 2014 to $4.5 million in 2018.”

Nytårsbrev fra global investor: Kan de enkelte bestyrelsesmedlemmer forstå og forklare virksomhedernes kultur og værdier: State Street’s letter to board members advises companies that this year they intend to focus on corporate culture as one of many key intangible value drivers. Through engagement, they have found that “few directors can adequately articulate their company’s culture or demonstrate how they assess, monitor and influence change when necessary.” When engaging with directors and management on corporate culture, State Street will expect to understand the following: Can the director(s) articulate the current corporate culture? What does the board value about the current culture? What does it see as strengths? How can the corporate culture improve? How is senior management influencing or effecting change in the corporate culture? How is the board monitoring the progress? To assist companies, State Street provides a Framework for Assessing and Monitoring Corporate Culture that outlines three key exercises that they “suggest” that senior management with oversight from the board undertake.”