Boorish behaviour

Boardrooms are, no doubt, used to some language at times, but it’s rarely used in public, even less so in print. Not so in the heightened state of debate surrounding US corporate governance. The latest to place decorum to one side is Dan Ebert, chief executive of Canary LLC, an oilfield services company.

Writing for Forbes on new climate risk reporting rules currently waiting to be introduced for Wall Street, Ebert describes recent comments by watchdogs as “putting lipstick on this pig of a rule”.

Oof, no prisoners taken there. The rules are, in fact, currently on pause while various groups challenge the regulators in the courts on whether they have the powers to introduce them.

Board Agenda can only wonder what the language will be like in court.

Next stop, Texlas?

Staying in the US and more governance shenanigans from Elon Musk and Tesla. This time, the world’s most needy X-nee-Twitter user has filed papers to move the car maker’s registration from Delaware to Texas, after a Delaware court ruled in favour of shareholders who claimed Musk’s $56bn pay package shouldn’t be allowed.

Oh, and with the move, Musk has asked shareholders to now approve said package.

Yahoo Finance writes that one governance observer finds this all a bit rich.

Charles Elson, a governance boffin at the University of Delaware, says of the Texas move: “The real question is: why would a shareholder vote for a move that the CEO says a court has decided against me because what I did was inequitable? So, I’m going to a jurisdiction where they’ll say that’s OK.” Quite.

Together with Tesla’s descending share price, it all might give investors reason to switch off the auto pilot and apply a little pressure to the brakes. We’ll wait and see.

Independent means

While much of the attention this AGM season is back on executive pay, fund manager AssetCo has attracted proxy advisor attention over its independence and the lack of diversity on the board, according to the Financial Times.

The paper says Glass Lewis has recommended shareholders vote against reappointment of the current chair, Martin Gilbert, currently serving as chief executive.

Now, we all know investors like to separate CEO and chair roles, so Gilbert’s occupation of the top exec job after the departure of the CEO was always bound to cause a stir.

Still, nice to see investors have issues other than pay on their minds.

Sustainability’s next step

Over in Brussels, 90 big companies have reiterated their support for the tongue-twister rules in the Corporate Sustainability Due Diligence Directive (or the CSDDD or the CS3D, depending on how you want to style it).

CSDDD is, you recall, the vast piece of rule that essentially asks big companies to check their supply chains for human rights and environmental abuses, report on the checking and on how they intend to put things right.

The European Parliament is due to vote on the 24 April; this wouldn’t normally be a nail biter, but the CSDDD has a history of causing rancour. Just last month, Germany refused to vote for it in the European Council after deciding last minute it was a bit heavy handed on corporates. (This also appeared to have much to do with domestic politics; twas ever thus).

The hold-up caused Friends of the Earth to speculate sardonically that it was all the fault of business lobbyists “who are not afraid to hijack the EU democratic agenda for their own greed”.

Anyway, the council got past its disagreements and now it’s the parliament’s turn. We’ll keep you up to date.