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News round-up: this week in governance

by Gavin Hinks on January 17, 2025

CEO activism and DEI policies; FRC backs ‘proportionality’ in corporate governance; concern over changes to US AGMs.

Trump

Donald Trump has publicly disparaged DEI. Image: Jonah Elkowitz/Shutterstock.com

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Right here, right now?

That noise you hear from the US is the clamour of corporates making a disorderly retreat from DEI (diversity, equity and inclusion) policies ahead of the inauguration of Donald Trump (pictured), who is no one’s first thought as a diversity leader.

Which makes you wonder why CEOs ever get themselves involved in social issues through their own activism (except for the fact, of course, that companies exist in
 er, society).

Despite the retreat, a team of Dutch and US academics suggest CEOs, whether they like it or not, are on the front line of social developments, and it is a heavy responsibility.

“Ultimately CEO activism is a prelude to the changing role of corporations in our society. In a world where businesses are increasingly being held accountable for their social and environmental impacts, the voices of CEOs have the potential to shape not only their companies but also the broader societal landscape. Whether this influence is wielded responsibly and effectively will define the legacy of today’s corporate leaders.”

This might make you wonder whether some leaders are thinking legacy at all.

A confident start

The UK’s chief governance regulator has said how it will help the UK grow its economy. Like other watchdogs, the Financial Reporting Council is under pressure from the government to show how it will contribute to GDP expansion.

Its first priority, many will be pleased to see, is to underpin confidence in UK plc by “encouraging high standards of corporate governance”. Recent examples include a review of the corporate governance and stewardship codes.

And while its letter to the business secretary doesn’t declare the intention of cutting back on governance expectations, the FRC does write that it has embedded the “principle of proportionality” in its work.

Observers will remember that the code review beefed up measures on internal controls but ditched other recommendations in an effort to avoid further regulatory burden.

In the letter, FRC chief executive Richard Moriarty notes that government has stressed the need for help with growth. “I am keen the FRC fully embraces this ambition
”, he adds. So don’t expect any added measures any time soon.

Meeting of ‘minds’

Some people are really not happy about developments in US AGMs. This week, the Interfaith Center on Corporate Responsibility and the Shareholder Rights Group took the opportunity of complaining bitterly before the 2025 proxy season gets under way.

They are concerned that the right to file shareholder proposals is threatened by the willingness of some companies to sue shareholders; that in-person attendance at AGMs has become more difficult and that there is restricted participation in virtual meetings. They are also troubled about the use of bylaws to constrain shareholder ability to nominate directors using universal proxy cards.

In an article for the Harvard business law blog, the two organisations call on companies to work with shareholders on potential changes to their AGM processes because “annual meetings have undergone significant structural changes in recent years that impeded shareholders’ full participation in AGMs”. And no one likes an impediment.

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