Given that Class A directors are explicitly bankers elected by bankers, it is perhaps unsurprising to see their predominance. But a trend since roughly 1980 includes a substantial and growing number of non-banking finance representatives as the third-most represented single group, after banking and manufacturing. The influence of finance on the Reserve Banks’ governance remains very strong, even among the classes of directors meant to represent other interests.
Change will not come naturally to corporate boards without diversity quotas, according to Ursula M. Burns, the former chairman and CEO of Xerox. She was the first Black female chief executive of a Fortune 500 company.
“I was dead set against quotas, but now I think quotas are absolutely, positively acceptable,” Burns said in a keynote panel for the California Conference for Women. “They’re the punishment that you get when you don’t do the right thing by yourself.”
She noted how a change in the Golden State’s laws spurred the naming of female directors, in a conversation with California first partner Jennifer Siebel Newsom, who helped found gender equity nonprofit California Partners Project, directed the documentary film “Miss Representation,” and moderated the panel. Burns pointed out that public companies in California were quick to find women for their directorships when it was mandated by law in 2018, despite previously insisting that there is too little female talent in the pipeline.
We have listened closely to all the feedback, and we’re making some changes to strengthen our proposal in response. For example, we heard from companies with smaller boards, as well as from several small-cap investors, that meeting the diversity objective would be more challenging for them. As a result of that feedback, we’re now proposing that companies with five or fewer directors may satisfy the recommended objective with one director from a diverse background rather than two. We’re also providing a one-year grace period in the event a vacancy on the board brings a company under the recommended diversity objective.
Overall, our proposal seeks to demonstrate that, with proper disclosure and clear objectives, companies and investors can create momentum toward an approach to capitalism that offers more opportunity to more people. We believe this can be accomplished through a market-driven solution — rather than government intervention.
Author(s): Adena T. Friedman, president and CEO of Nasdaq Inc.
Sen. Pat Toomey, R-Pa., was among a group of Republicans calling on the SEC to reject Nasdaq’s board diversity proposal.
Republican members of the Senate Banking Committee told the Securities and Exchange Commission to reject a Nasdaq proposal allowing it to require listed companies to publicly disclose the gender and racial diversity of their boards and eventually to have at least two diverse directors, citing a connection between diverse boards and corporate performance.
The board that manages the state’s $86.9 billion pension fund voted Wednesday morning to increase its standards for board diversity and equal employment opportunity at the thousands of companies it invests in, and to promote shareholder proposals related to health coverage and pandemic hazard pay.
The Pension Reserves Investment Management (PRIM) Board signed off on the policy changes developed by Treasurer Deborah Goldberg and recommended by a PRIM subcommittee that would direct PRIM to use its proxy vote as a shareholder to vote against board nominees if the gender and racial makeup of the company’s board do not meet PRIM’s standards, and to support requirements that companies be diverse in terms of race, gender, use of minority-owned businesses as contractors, and use of women-owned businesses as contractors.
The New York State Common Retirement Fund, the third-largest U.S. public plan, said it’s pressing companies to boost their ethnic and gender diversity, and will vote against directors who fail to act.
“Companies must root out racial inequality, just as they would root any other systemic problem that puts their long-term success at risk,” New York State Comptroller Thomas P. DiNapoli said in a statement Thursday. “Corporate America must join in the national reckoning over racial injustice and confront institutionalized racism.”
The New York pension, which has $248 billion of assets, plans to file shareholder proposals supporting increased diversity on corporate boards. It also will seek better disclosures about the gender and ethnic breakdown of companies’ employees. The fund said it will vote against board members who ignore these requests.
New York State Comptroller Thomas P. DiNapoli, trustee of the New York State Common Retirement Fund, released the following statement today in response to McDonald’s decision to disclose workforce diversity data and tie executive compensation to the company’s ability to foster inclusion and ensure improved human capital management. As a result of McDonald’s new policy, DiNapoli and the Fund are withdrawing their shareholder proposal that had asked the company to connect executive compensation to the company’s management of ESG and workforce issues. The Fund owned 1,674,102 shares in McDonald’s valued at $359,229,000 as of Dec. 31, 2020.
“It’s my hope that other companies follow McDonald’s example, particularly those corporations where New York state’s pension fund has filed similar shareholder proposals seeking greater attention to, and respect for, their human capital.
Author: Thomas DiNapoli
Publication Date: 18 February 2021
Publication Site: Office of the New York State Comptroller
Shannon M. O’Leary cited lack of diversity as a big part of the reason her foundation cut ties with three managers in the past year or so. Foundations argue that scrutiny of investment consultants and money managers lagging on the diversity front will only move the needle so far. For firms failing to meet diversity goals set by foundations, the best recourse is to fire them and reallocate capital elsewhere, sources say.
The NAIC 2021 priorities and the charges to its key committees are (in no specific order):
COVID-19— In 2021, the NAIC will continue its “Priority One” initiative designed to support state insurance departments in their response to the ongoing pandemic and its impact on consumers and insurance markets. NAIC has a COVID resource page that includes information on actions taken by individual states in response to the COVID 19 pandemic that impact various lines of insurance. NAIC said insurance regulators will continue to analyze data and develop the tools so that consumer protection keeps pace with changes brought on by the virus.
Big Data/Artificial Intelligence — The Big Data and Artificial Intelligence Working Group is chaired by Doug Ommen, Iowa, joined by Elizabeth Kelleher Dwyer, co-vice chair, Rhode Island and Mark Afable, co-vice chair, Wisconsin.
Race & Insurance — The Special Committee on Race and Insurance is co-chaired by Maine Superintendent Eric Cioppa and New York Executive Deputy Superintendent of Insurance My Chi To.
The 2021 agenda for this panel calls for research into the level of diversity and inclusion within the insurance sector; engagement with a broad group of stakeholders on issues related to race, diversity and inclusion in, and access to, the insurance sector and insurance products; and an examination of current practices or barriers in the insurance sector that potentially disadvantage people of color and historically underrepresented groups.