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diversity
Clearhouse
California's Board Gender Diversity Mandate: Are Companies Making Tangible Progress?
Publication Date: July 29, 2019 

Coco Brown is founder and CEO of The Athena Alliance, a non-profit organization dedicated to building the modern boardroom and advancing women in the top ranks of leadership.

It’s now been approximately 9 months since California Governor Jerry Brown signed into law SB-826, which requires public companies with headquarters in California to have at least one woman on their board of directors by the end of this year. At the time of signing, 94 of the 722 companies affected by this new law were given notice that they are immediately affected due to having zero women on their boards. 

A progress report on the original 94 companies affected by the California mandate.

Athena Alliance pulled data on the 94 original companies in an effort to gauge progress. The data shows that 9 months later, 36 percent (34 companies) still have no women on their boards.

Getting 34 companies to bring one woman onto their boards doesn’t seem like it should be too difficult. However, the timeline to date seems to indicate those companies believe it is. As an additional data point, earlier this month, the California Secretary of State released its Women on Boards report, which lists the companies that have or have not reported their compliance with the law as applied by 2021. Just 184 companies out of 722 have reported where they are with respect to their compliance (25 percent).

The bill states: “More women directors serving on boards of directors of publicly held corporations will boost the California economy, improve opportunities for women in the workplace, and protect California taxpayers, shareholders, and retirees, including retired California state employees and teachers whose pensions are managed by CalPERS and CalSTRS. Yet studies predict that it will take 40 or 50 years to achieve gender parity, if something is not done proactively.”

My hope is that companies would jump at the opportunity to modernize their boards and create a competitive advantage, especially when there are many organizations standing by to help, such as The Athena Alliance, HimforHer and Equilar’s Diversity Network, just to name a few.

Let’s remember why this bill came to be.

When this bill was on the table, I had many candid discussions with my peers, with my board, with Athena Alliance members, all incredibly experienced and insightful corporate executives, many of whom are board members. I heard the full spectrum of emotion and debate on this issue; I even felt conflicted myself. Change needs to occur, but most of the powerful female leaders I know want to achieve a board seat on their own merit. Not to check a box.

Yet, throughout the ages, change has had to be forced upon society, often successfully. From voting rights to gender inequality, it’s often been policy – not society – that has been the catalyst for transformational, profound progress. Achieving gender parity at the highest realms of leadership is no different, with other countries trailblazing efforts of their own. For example, Germany mandates that 30 percent of public company board director seats are held by women. For Norway, it’s 40 percent.

Additionally, studies have shown that mandates such as California’s aren’t just good for women, it’s good for business. A study conducted by Credit Suisse over a six-year period found that women on boards resulted in positive metrics across the business, including improved stock performance, less debt, double digit income growth, and more.

If we need even more validation, just look to Larry Fink and the asset managers who hold $40 trillion in the markets on our behalf. They are demanding that boards bring on more contemporary experience, with directors who hold a wider range of skills. This is required to steward long-term value in today’s modern, digital world, where businesses are vulnerable to new threats and Environmental, Social and Governance (ESG) matters take precedence.

Where are we today?

As the California Secretary of State’s report highlights, there are many companies that need to put in a lot of work to meet the mandate. At a glance, the numbers are cringeworthy, painful. But what I’m hearing on the ground in California, as the leader of an organization dedicated to helping companies find their perfect board candidate (and who just happens to be a woman), here’s what I know: The greatest energy for change is not coming from the public companies that are significantly behind in meeting the California mandate. It’s coming from venture-funded expansion stage, late stage private companies, and from progressive public companies outside California.

Here’s the good news: Many CEOs are beginning to embrace change and warm to the concept that they need to make some sweeping changes in their boardrooms. The most progressive of them are taking a proactive approach by having the conversation (the tough conversations) that they need to have, early on. They understand that the best business decision involves a board refresh or active expansion. For example, earlier this month, I spoke with Brian Moynihan, Chairman and CEO of Bank of America, at an intimate gathering of CEOs and board directors. We discussed the need for transitions at the highest levels of leadership. Our conversation was followed by fireside chats with the CEOs of iRobot (Nasdaq: IRBT) and Forrester (Nasdaq: FORR), two organizations that took the brave path to a board refresh.

There are several companies leading the pack in making changes to their boards to immediately meet the 2019 requirements, such as Acacia Research Corporation (Nasdaq: ACTG), DURECT Corporation (Nasdaq: DRRX), CareTrust REIT, Inc. (Nasdaq: CTRE), and many more.

And, there are many successes emerging from the changes happening in California. Take corporations like Autodesk (Nasdaq: ADSK), for example, who is partnering with Athena Alliance to send their top women through our high-touch executive development program. Autodesk is going one step further than simply meeting compliance with the California mandate; they are making the critical investment in their bench strength of leadership by connecting and nurturing the leaders of tomorrow.

Build the right board construct, and the women will come.

For so many progressive CEOs and boards I talk to, the biggest challenge is not knowing where to start. For decades, these male leaders have relied on their networks. They’ve hired who they know. They’ve gotten referrals from who they know. It’s always worked for them. Men, referring men. A strategy that has worked throughout time.

Until now.

For male CEOs in California who still need to take the next step to meet compliance for women on boards, I urge a “build it, they will come,” approach. Begin by recrafting your board construct – design the board that will propel your company to the next level – and very likely you will see that the people you currently have on your board are not the ones who can get you there.

What markets do you need to tap into? Who are the stakeholders that you need a deeper connection to? What is your brand reputation doing for you in today’s digital world? How are you driving efficiency across technology, operations, with employees?

Look to where you need to go. Then think about what perspectives and expertise is required to guide you there. There are many qualified women who are prepared and willing to serve on your board, especially if you can look past the “traditional” board director persona of a former CEO or CFO.

It’s worth the effort to get to the other side.

For the companies that can put in the effort to recruit women board directors, the payoff will be immense. They’ll see it in their revenues. They’ll have a deeper connection to their communities, to their employees, to their customers. They’ll see the payoff in positive brand reputation. They’ll steer their companies into the modern age of business with broader perspectives, fresh ideas, and innovation.

Each, a competitive advantage. Each, one more investment closer to securing the company’s relevance and place in the future. Now, that’s good business.

For more insights from Coco Brown, read It's Never Been a Better Time to Open Up the Boardroom: Here's Why>>

***

Coco Brown is founder and CEO of Athena Alliance, an organization dedicated to revolutionizing leadership from senior management to the boardroom. Athena Alliance enables businesses to take on today’s greatest threats and to conquer their most pressing imperatives. It empowers women to own their value and to step into their most ambitious leadership role yet: in the boardroom, in the C-suite, as a founder, or as an investor. At the heart of Athena’s mission: coaching remarkable senior women leaders to fully own their value and to step into bigger roles. Athena also guides CEOs, venture firms and corporations to evolve their approach to senior leadership development, to strengthen their boards, and to facilitate curated connections to remarkable female leaders. Learn more at AthenaAlliance.org.

The views and opinions expressed herein are the views and opinions of the authors at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice. 

 
leadership
Clearhouse
Lessons in Leadership and Branding: Q&A with Governance Expert Betsy Atkins
Publication Date: July 17, 2019 

What common mistakes do board candidates make?  Who are the corporate leaders that board members look to as role models? Is a nonprofit board seat a viable stepping-stone to public board service?

Veteran board member and entrepreneur Betsy Atkins was asked so many follow-up questions during a recent webinar interview hosted by Nasdaq, that time ran out before she could respond to them all.  As promised, we followed up with Betsy to get answers to those audience questions, which are listed below. 

If you missed the webinar, Betsy shared some fascinating personal anecdotes from her experiences as a serial entrepreneur and board member, so the replay is worth a listen: Lessons in Leadership and Branding.

Q: What corporate leaders are most inspirational to you and why?

Betsy Atkins: Jeff Bezos is really inspirational to me because for such a large-scale company Amazon (Nasdaq: AMZN) still innovates and is very decisive.  The fact that a company the size of Amazon continues to grow and innovate is fabulous.

The other person who is really inspires me is Hubert Joly, former CEO of Best Buy.  He’s now the executive chairman of that company.  He did something almost nobody has been able to do, which is take a company that has basically flat-lined and bring it back to life.  The Circuit City brand (which was for years Best Buy’s closest competitor) went out of business while Best Buy, under Joly’s leadership, went from diminishing growth back to growth.

I’ve seen estimates that only four percent of companies go back to growing after they flat line.  That's why we're all so excited about Satya Nadella's success in repositioning Microsoft - it’s rare to successfully take a company that is not growing, and hasn't grown for multiple years, and find a way to bring it back to growth.  I think it’s amazing when that happens. 

Q: Is there a board out there you aspire to join and, if so, what makes that board fascinating to you? 

BA: I definitely would join Amazon if they invited me.  I think Novartis is a fascinating board and so is Gilead Sciences. Novartis at its scale as a pharma company has done an incredible job on product development, on distribution, and on successfully integrating a big merger.  Gilead is way out front of everybody else on solving the issues associated with viruses—I believe they do the most innovative work on viruses on the planet. 

Q:  What is the most common mistake you see made in the boardroom?

BA: Poor emotional intelligence (EQ). Everybody who gets to the board room normally has high IQ but doesn’t always have great EQ or people skills. Poor EQ can materially impact the working relationships and effectiveness of a board. 

If you become a board member, learn to read the room. If you pay close attention, body language from your fellow board members will tell you whether you’re chiming in too frequently or talking too much or if your comments are resonating.

Q: If your goal is to join a corporate board, is joining a nonprofit board a good first step?

BA:  It depends on the board.  There's a range of nonprofit boards.  If it's a big university board where all they want from you is fundraising connections and your checkbook, I don't know that you're going to learn a lot there. 

Now, if it's a smaller board that wants your help and expertise to execute the substance of the mission and to help craft and execute strategy, that kind of experience is very relevant to future corporate board service.  For example, let's say you're serving with a regional Big Brother Big Sister organization in your town and you're helping with program development and strategies like building the pool of people who come in to do the mentoring of boys and girls or building relationships to identify a pool of at-risk children to be mentored—those experiences are relevant to public board service.

Be mindful when you pick a nonprofit that you're learning portable, transferable skills that you can articulate (other than just fundraising), that you are learning to support and guide how the operation works, how it grows, how it progresses, and how it handles problems.  Those skills would all apply.

Q: What are your thoughts on serving on advisory boards?

BA: I think advisory boards are outstanding—if they are engaged. A good advisory board can add a ton of value and really help move a company forward, so serving on one can teach you a lot.  Additionally, an advisory board can become a feeder for the board room if you make good connections.

Q: Are there common mistakes board candidates make that eliminate them from contention early on?

BA:  There are two that come to mind.  First, remember that subconsciously people want to know whether a candidate is a culture fit, which means appearance is important. A candidate should try to mirror the style and appearance of the company’s leaders. If company culture has executives buttoned up and wearing jackets and ties, then don’t come to a board interview in jeans. If company leaders wear hoodies and sweats, don’t show up for a board interview in a stuffy suit.

Second, don’t talk too much about yourself.  If you don’t ask questions and listen carefully to the answers, not only will you turn off your interviewer, but you won’t learn much about the board you seek to serve on. The ideal ratio is 65% listening and 35% percent talking.

Q: Did you have a mentor in your career and if so, how did this relationship change you?

BA: My greatest mentor was my mother. She always pushed me to believe anything is possible and to dream big.  She helped me reinforce that attitude with a “never quit trying” work ethic that has served me very well during my career.

Q: What is the best way to close the loop after you apply something you learned from a mentor?

BA: I think it is incredibly important to either call or write to your mentor and let them know that you have applied their insights and how it has been valuable. Mentors want to know that they added value to your career and that the time they spent with you brought meaningful results.

Q: A lot of boards seek millennials now for board positions, feeling they have more relevant expertise. There are a lot of talented, experienced women in technology who are not millennials who are being overlooked.  Do you have any advice for women in technology to get noticed?

BA: I think the most effective way to be noticed is to go out of your way to build a network by helping others and doing favors for people. I think if you extend yourself in multiple acts of unsolicited assistance, you build up the good will to go back to the network and ask them for an introduction or advice. It’s like a bank. You can’t withdraw unless you’ve already deposited.

To listen to a replay of the webinar, visit Lessons in Leadership and Branding>>

For more advice on board readiness, read Get Board Ready with Veteran Corporate Director Betsy Atkins>>

***

Betsy Atkins serves as President and Chief Executive Officer at Baja Corp, a venture capital firm. She is currently on the board of directors of Covetrus (Nasdaq: CVET), Wynn Resorts (Nasdaq: WYNN), and SL Green Realty. Betsy is also the author of Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director and Behind Boardroom Doors.

 

The views and opinions expressed herein are the views and opinions of the authors at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice.  

 
outside insight
Clearhouse
Communicating Critical Audit Matter Disclosures to Investors
Publication Date: July 09, 2019 

Julie Bell Lindsay is the Executive Director of the Center for Audit Quality (CAQ).

Starting this summer, auditors of large public companies will be required to communicate critical audit matters (CAMs) in their auditor’s reports. Investors with questions about CAMs may turn to a company’s investor relations (IR) group for answers.

To help inform IR professionals as they prepare for those conversations, the CAQ has developed this list of frequently asked questions about CAMs. While this list is not intended to be exhaustive, it may be especially helpful during the initial phase of CAM reporting. 

What is a CAM?

A CAM is any matter arising from the audit of the financial statements that was communicated or required to be communicated to the audit committee. According to the applicable auditing standard, the matter must also be one that (1) relates to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex auditor judgment.

Where will CAMs be communicated?

Auditors are required to communicate CAMs. Thus, CAMs will be communicated in the auditor’s report on the company’s audited financial statements. There is no prescriptive way to order the CAM communications within the CAM section of the auditor’s report; CAMs could be presented to align with the order of the financial statement presentation, the order of relative importance, or some other way.

Do CAMs reflect something positive or negative?

CAMs are additional information about the specific audit and are neither inherently positive nor negative. Investors should evaluate information communicated in CAMs in light of all information available from the company regarding the company's business and should keep in mind that CAMs are reported in the context of the auditor’s overall opinion on the current-year financial statements. The communication of CAMs does not alter in any way the auditor’s opinion on the consolidated financial statements, taken as a whole. Likewise, the auditor is not, by communicating the CAMs, providing separate opinions on the CAMs or on the accounts or disclosures to which they relate.

Will CAMs be consistent from company to company?

Not necessarily, for several reasons:

  • The requirements for determining CAMs are principles based, not prescriptive. Thus, the requirements will be applied in the context of the facts and circumstances of each specific audit.
  • The auditor’s judgment and the extent of audit procedures performed in each specific audit will influence the determination of CAMs.
  • The determination of CAMs is made each year in connection with the current-period audit. Some CAMs may occur annually, while others may appear in a single period or intermittently.

Because each audit is unique, variation may occur in the matters that are CAMs at companies within and across industries and year to year. Thus, it is inadvisable for investors or others to make assumptions as to why a company has a different number and/or type of CAM than another company.

How many matters likely will be CAMs?

The number of matters that are communicated as CAMs will depend on factors such as the complexity of the company’s financial reporting and the company’s business activities. While the standard contemplates circumstances in which the auditor may not identify any CAMs, it is expected that, in most audits, the auditor would determine at least one matter is a CAM.

Will there be a CAM for every critical accounting estimate disclosed by management?

This will depend on the facts and circumstances of each audit. Not every critical accounting estimate necessarily involves especially challenging, subjective, or complex auditor judgment. The source of CAMs is also broader than just critical accounting estimates; therefore, the auditor may identify CAMs in areas that are not disclosed by management as critical accounting estimates. For example, significant or nonrecurring transactions may often be CAMs.

What types of matters likely will be CAMs?

The more common CAMs likely will be in those areas involving high degrees of estimation uncertainty and that require significant management judgment. Such matters, in turn, usually involve especially challenging, subjective, or complex auditor judgment. Examples of the latter include auditing the following:

  • Goodwill impairment
  • Intangible asset impairment
  • Business combinations
  • Aspects of revenue recognition
  • Income taxes
  • Legal contingencies
  • Hard-to-fair-value financial instruments

How will investors use CAMs?

CAMs represent an opportunity for investors to gain insights about areas of the audit that involved especially challenging, subjective, or complex auditor judgment. As the PCAOB has stated, “In the view of some investors, CAMs will add to the total mix of information, providing insights relevant in analyzing and pricing risks in capital valuation and allocation, and contributing to their ability to make investment decisions.”

What other steps should I, as an IR professional, be taking on CAMs?

Communication is the key to preparing for the communication of CAMs in auditor’s reports. Coordinate early and often internally within your company—and externally with your auditors—to understand the matters that may be CAMs, the reason such matters may be CAMs, and how CAMs are addressed in the audit. Understanding the CAMs requirements and undertaking close coordination should help prepare you for potential questions from investors.

Where can I find more information?

Please refer to the Center for Audit Quality’s collection of resources for more information on CAMs. Additionally, see the PCAOB’s new auditor’s report implementation page for resources on CAM requirements.

The Center for Audit Quality (CAQ) is an autonomous public policy organization dedicated to enhancing investor confidence and public trust in the global capital markets. The CAQ fosters high-quality performance by public company auditors; convenes and collaborates with other stakeholders to advance the discussion of critical issues that require action and intervention; and advocates policies and standards that promote public company auditors’ objectivity, effectiveness, and responsiveness to dynamic market conditions. Based in Washington, DC, the CAQ is affiliated with the American Institute of CPAs.

***

The views and opinions expressed herein are the views and opinions of the authors at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice. 

 
innovation
 
Clearhouse
The Listing Center: 10 Years of Continued Innovation
Publication Date: June 14, 2019

From billion-dollar unicorns like Beyond Meat (Nasdaq: BYND) and Lyft (Nasdaq: LYFT) to $100 million pharmaceutical companies, Nasdaq is the exchange of choice for many companies seeking funding in the public equity markets.  Listing on Nasdaq is only the beginning of a company’s journey, however, and Nasdaq works hard behind the scenes to facilitate a smooth transition from private to public company.  That’s where the Listing Center comes in. 

Innovation is part of Nasdaq’s DNA

We were the first market to introduce an electronic listing application process and are still the only U.S. market with an entirely online system for submitting applications and forms. Since we launched the Listing Center 10 years ago, companies have submitted more than 60,000 applications and forms.  We now have more than 11,000 active account holders on the Listing Center and our users generate more than 800,000 page views a year.

Our digital listing platform processed more than 8,500 U.S. company applications and forms in 2018 alone.  Another 3,000 applications were generated by issuers listing securities on our Nordic exchanges. 

Over time, the Listing Center has evolved beyond an electronic submission portal for notification forms to include a robust Reference Library designed to bring transparency to our listing rules, policies and procedures.  Today, our library contains hundreds of listing-related frequently asked questions (FAQs), Listing Council Decisions and staff interpretations. In 2018, we added a new library for Market Regulation content to help answer questions on a myriad of market surveillance and regulatory issues. Users can search our resources by category and using keywords.  Users can also share individual FAQs or groups of FAQs by clicking the envelope icon on the search results page. 

These reference libraries continue to be extremely popular and generate about 20% of the traffic on the Listing Center.  Given the high volume of use and that users are increasingly accessing the internet through mobile devices, in 2015 we created a mobile reference library app which is available for Microsoft, iPhone and Android devices. More than 5,000 users have downloaded the apps and we have hundreds of regular monthly users. 

The Reference Library app has all the great functionality of the Reference Library website as well as a few added features, like the ability to save content so users can readily access it later.

In 2015, Nasdaq also added the Governance Clearinghouse to the Listing Center, providing a forum to promote dialogue and exchange ideas on governance topics, trends and issues.  Since it was first launched, we have published more than 450 original articles and news briefs on a range of topics from cyber security to sustainability and board composition.

The Governance Clearinghouse thought leadership library has become so popular that in July it will be moving to Nasdaq.com and become part of our newly christened Governance Center where we will continue to provide thought leadership, trends and news on a wide variety of governance-related topics from a growing cadre of experts.

We will also continue to spotlight the governance best practices of our listed companies, as we did recently for Cardlytics, Heidrick & Struggles, and Wynn Resorts.  If your company has a unique governance story to share, please reach out to us at governancenews@nasdaq.com

Nasdaq is committed to driving the user experience forward as we continually look for new ways to ease the regulatory process and provide companies with the tools and information they need to succeed.  We are proud to provide this free resource to applicants, listed companies and their advisors.

***

Visit the Listing Center >>

Visit the Reference Library >>

Visit the Governance Center on Nasdaq.com >>

Download the Nasdaq Reference Library app for iPhone >>

Download the Nasdaq Reference Library app for Android >>

Download the Nasdaq Reference Library app for Microsoft>>

 

 
cardlytics
Clearhouse
Cardlytics Shares 7 Lessons to Help Your Company Transition from Start-Up to Successful IPO
Publication Date: May 02, 2019 

In February of 2008, two colleagues from Capital One launched a new fintech company with the goal of unlocking the hidden value of purchase data aggregated from the nation’s banks and financial institutions.  When Lynne Laube and Scott Grimes co-founded Cardlytics (Nasdaq: CDLX), they launched a whole new industry.  Their platform, built within banks’ digital channels, analyzes purchase data to help banks increase customer loyalty and engagement, help advertisers drive revenue and brand awareness, and help consumers save money on everyday purchases 

Nearly 10 years to the day they founded Cardlytics, Lynne and Scott were ringing the opening bell at Nasdaq to celebrate taking the company public. We recently spoke with Lynne, COO of Cardlytics, and asked her to share the lessons she and Scott learned during their 10-year journey from start-up to IPO. 

1. Find early champions to help you launch.

Scott Grimes and I knew we had a great idea, but it was untested and required access to customer data at a time when companies were beginning to grasp the inherent dangers of cyber-security threats and vulnerabilities. We would not be here today if we hadn’t had help along the way.  In Cardlytics’ early days, one of our board members gave us great advice on how to build a company. Even more importantly though, he introduced us to a variety of financial institutions, which led to our very first deal with a big bank. That partnership would never have come to fruition without his initial introduction.

Help can also present itself through a particularly strong customer advocate. In the case of our first launch with a large, national bank, we worked with a man named Jason. Banks are very risk-adverse in nature, and our experience proved that there are far more bank employees who will say “no” to an innovative, new idea than who are willing to say “yes.” Jason said “yes,” putting his own reputation on the line. He believed in our product almost as much as we did. We're so thankful for his support. We wouldn’t be where we are today without Jason and the many other proponents who saw Cardlytics’ potential and fought for us! 

2. Keep your ear to the ground.

Absorb all of the stories you hear and learn from them. Listen to feedback from customers and partners and ensure that you’re doing all that you can to meet their needs. Learn from the celebratory endings and also from how people and companies have recovered from the hard times, both as private and public organizations.

3. Never give up but know when to pivot—and when you do, pivot very, very quickly.

Like many start-up entrepreneurs, Scott and I experienced a number of corporate “near-death experiences” that forced us to embrace the importance of perseverance. Early on in Cardlytics’ history, our car broke down—and then caught on fire—on the way to an important meeting.  We were agile and determined enough to get there anyway, against all odds.  

Play to that “never say die” strength, but also have the judgement to change course when necessary without letting go of your overarching vision. To this day, we’re constantly putting out unpreventable fires, absorbing feedback from our brand clients and banking partners, and adjusting our solution accordingly. That’s why Cardlytics now works with the three largest banks in the U.S.  During our last earnings call, we reported a 30% increase in the number of marketing clients that are spending more than $1 million with us.

4.  Leverage your entrepreneurial skillsets when transitioning to a public company. 

No one else is going to believe in your idea the way you do. Throughout our time running Cardlytics, Scott and I have derived strength and determination from the knowledge that we’re not just building a company, we’re building an industry that meets a pressing business need for banks and brands alike.

Being an entrepreneur and starting your own business, no matter who you are, requires a good amount of grit. The same is true of taking a company public. Many of the skills that make Scott and me good entrepreneurs also translate to our lives as public company executives.

For example, we founded Cardlytics in the spring of 2008 – having no idea that the U.S. would suffer from a global, economic meltdown just a couple months later. Needless to say, it was an incredibly bad time to be raising money from investors. The stress was insurmountable, and even though we knew we had a great idea, we weren't sure we were going to get any funding. We were kicked out of every bank we met with, but we didn’t give up.

Convincing investors why Cardlytics was worth their time and money during our pre-IPO roadshow was a similar experience, despite having ten years of proof points demonstrating our success. Thanks in part to a market correction that occurred right before we went public, it certainly wasn’t easy. Half of the companies who had IPOs scheduled for that week backed out, but we made it through with flying colors thanks to our perseverance and amazing support from the Nasdaq team.

Despite our many set-backs over the years, we kept pushing, believing and trying. Maybe the stars aligned, or maybe grit carried us through. Either way, we celebrated every single success, big or small, and never gave up. We’re continuing to use this strategy in the public sphere.

5. Deliberately build networks that support you through each stage of growth.

Starting a company (and then taking it public) will take more time, energy, dedication and money than you expect. Being a leader can be a lonely process, which is why I always tell entrepreneurs who are entering a new stage of corporate growth to surround themselves with people who compliment their skill sets and build a peer network.

At Cardlytics, we’re lucky enough to have a lot of strong, visionary leaders – many of whom have been with us from the very beginning. But for me, having a co-founder, someone who is the “ying” to my “yang,” has been critical. Owning a company is nonstop, and it never goes away. I was an extremely dedicated employee to the various companies I worked for previously, but at the end of the day, I went home and could turn it off for the evening. Being an entrepreneur is never just a job –Cardlytics is my third child – and I’m so thankful to have a co-founder to share the wins and losses with.

I also think that entrepreneurs should form a network of peers to bond and connect with. All entrepreneurs are different, but we have common themes: we all have a little bit of crazy, we all have “near-death experiences,” we get a little bit lucky sometimes, we have tenacity and we try. Starting a company can be very lonely, as can the process of taking one public, so having other entrepreneurs to relate to and share stories with can make all the difference.

6. Stay true to your core values—even after you go public.

Transparency and authenticity have always been two of my core values. It’s been a bit of a change for me to have lots of projects I’m currently working on that are super cool, but I can’t say a word about because of various legal or contractual restrictions. As someone who wants to be completely transparent with employees, being limited in terms of what I can share is a difficult transition to make. Learning how to be authentic and transparent in a public company environment is something I've been working hard to excel at.

One of the ways I’m attempting to do this is a carry-over from our private company days. To help my team thrive, I personally provide ongoing, two-way dialogue to listen and be open to feedback from all levels of the organization.  Scott and I co-host regular, judgement-free open forum discussions. The wonderful thing about connecting with our employees in an open, trusted setting is that we always leave with a new piece of information, or a new idea, that we didn’t have before. And we act on it!

In addition, I personally meet with every new employee who joins Cardlytics to enforce our culture of authenticity. I also host an intimate new hire meeting where I share my vision and goals for the company, explain why we created Cardlytics in the first place, discuss our culture, and answer any questions. I do this because I have an expectation that if someone sees something that looks wrong or broken, I want them to be able to come to me with their concern and/or advice for a resolution. I can’t expect our people to share ideas with me if we’ve never had a conversation, and I want them to know that I’ll show them the same respect.

7. Build a best-in-class corporate culture from day one.

Not only am I proud of our successful IPO on Nasdaq, I'm also proud of the industry and culture we’ve built, which has earned us recognition from highly respected organizations.

Since we launched Cardlytics 11 years ago, we've been able to create more than 400 jobs in multiple cities and countries, and I’m extremely pleased to say that most people who work here actually do love their job. We humans spend more of our waking lives at work than anywhere else, so it’s important that work is a place we want to be. At Cardlytics we rally around each other, we support each other, and we lift each other up. We want our people to be fulfilled on both a professional and personal level. Our offices are a clear example of this philosophy, too, because we don’t have offices! We built an open environment so that people can talk to each other, learn from each other, collaborate, and engage.

We very much strive to create an environment where employees can be their best selves and share their passions, and we empower them to drive those passions with innovation and excitement. To name just a few examples, we offer regular Days of Service where employees are given the opportunity to volunteer at various nonprofits, host group activities like ping-pong tournaments and “Cardfit” exercise classes and sponsor ongoing education sessions promoting workplace diversity and inclusion, among other critical topics.

***

Cardlytics, Inc. (Nasdaq: CDLX) partners with financial institutions to operate a purchase intelligence platform that helps make marketing more relevant and measurable while promoting customer loyalty and deepening banking relationships.  Headquartered in Atlanta, Cardlytics has offices in London, New York, San Francisco, and Visakhapatnam. 

 
spotlight
Clearhouse
Pursuing Profits through Purpose: How ascena retail group Creates Long-Term Value
Publication Date: April 11, 2019 

For the past two years, BlackRock CEO Larry Fink has highlighted “purpose” as a theme of his annual letter to CEOs.  His 2019 guidance calls for executives to embody purpose within their company business models and strategies, stating that “profits and purpose are inextricably linked.”  Fink has put corporate governance teams on notice that when engaging with companies BlackRock will “seek to understand how a company’s purpose informs its strategy and culture to underpin sustainable financial performance.”

Companies seeking a benchmark for how purpose serves as a framework to guide strategy and business decisions can look to ascena retail group, inc. (Nasdaq: ASNA). There are eight clothing brands under ascena’s umbrella, including Ann Taylor, Lane Bryant and dressbarn.  The company is one of the largest specialty apparel retailers focused on women and girls, and its core purpose is stated prominently on its website: provide all women and girls with fashion and inspiration for living confidently every day.

In keeping with that purpose, ascena boasts a board and a workforce that is primarily female, and a comprehensive global social responsibility program with a slogan that succinctly articulates the company’s core purpose: “Her—At the Heart of Us.”  We talked to ascena retail group Chairman and CEO David Jaffe about how the company embodies this purpose in its pursuit to build long-term value for shareholders.  Lead Independent Director Kate Buggeln also participated and offered her insights as well.

My parents, Elliot (EJ) and Roslyn (Mrs. J) Jaffe, opened the first dressbarn store in 1962 to provide discount clothing for working women.  Their customer-centric values and practices have remained in place throughout dressbarn’s evolution from discount clothing chain into a retail holding company with a diverse portfolio of fashion brands, and they are at the core of Her, at the Heart of Us.

That purpose guides everything we do today, including growth and acquisition strategies, supply chain management, culture shaping initiatives and the social causes we champion. 

We diversified our product line to include all women, acquiring brands with corporate cultures aligned to our own.

EJ was a true entrepreneur, willing to bet it all on an untested idea for discount clothing for an untested market of working women.  But he didn’t just take risks—he worked hard to find the risks worth taking.  His decision to take a chance on the dressbarn concept wasn’t a wild-eyed bet.  It was an educated decision based on careful assessments of the retail market and how consumer behaviors (and society as a whole) were evolving.  I grew up watching my parents steadily build dressbarn from one retail shop into a 50-store public company by 1983. 

We put those lessons to good use when we set out to grow the company and expand our fashion lines through acquisitions.  Since going public, dressbarn has evolved into ascena, which includes eight brands and serves a more diverse range of customer segments through 4,600 stores, brand websites and social channels.  While we've made four successful acquisitions, we also looked at many, many other companies we didn’t ultimately pursue—often because they weren’t a good fit culturally.  

At ascena, we don't just put our purpose on a wall— we walk the talk. And as we’ve researched brands to acquire, we’ve looked for promising companies that have corporate cultures and values consistent with our own.  The cultural integration of new brands under the ascena umbrella has been smooth and successful as a result.  Catherines is a great example of a brand ascena acquired that meshes well with our values.  Long before it became fashionable to cater to full-figured women, an enterprising woman named Catherine Weaver opened a small clothing boutique in Memphis.  That was the genesis of Catherines. 

We take great care of our associates. 

The first dressbarn was a success in large part due to the fact that my mother provided legendary customer service while selling discount clothing.  Her respect and care for customers extended to dressbarn’s sales associates and associates; she treated her store associates like they were family.  For example, the women she employed often did not have health insurance, so she worked hard to ensure they were covered. By today’s standards that is commonplace, but back then it was very unusual—especially for a small company. 

At ascena, we strive to make our associates feel like part of a community.  We’ve created a culture where people like coming to work, they love the work environment, they love what they do and they love our clients. We want our associates to grow with us and we’re committed to helping our associates grow within the organization. ascena offers mentoring programs, special projects, and educational programs to give every associate the opportunity to push themselves. 

Treating our associates well benefits the entire company.  It creates a virtuous cycle that increases productivity and associate retention and impacts the overall customer experience.  When associates are happy, they treat customers well; when customers are treated well, they keep coming back.  This virtuous cycle helps ensure ascena is an employer of choice.

The vast majority of our leadership pipeline is female, like our customer base.  

We are proud of the number of women in our ranks:  95% of ascena’s 64,000 associates are women; 62% of ascena vice presidents and above are women; 75% of directors and above are women; 97% of our stores are led by women; and the majority of ascena’s board of directors are women. We believe the percentage of female managers at ascena is remarkable given that we operate in a time where gender equality is an exception, not a norm. 

Four of our eight clothing brands were founded by women entrepreneurs:  Mrs. J started dressbarn, Kay Krill created LOFT, Lena Bryant founded Lane Bryant at the age of 25, and as I mentioned Catherine Weaver was the founder of Catherines.  We would like to continue that legacy by encouraging our female managers to rise within the ranks of ascena’s leadership team.  We recently launched a Women’s Leadership Initiative, a program comprised of an Executive Council, signature events and associate resource groups designed to advance our commitment to supporting women leaders.

We refreshed our board, which now boasts six women among eleven members.  

We set out several years ago to develop a board that is more reflective of our clients and culture. We’ve built the best board for our business with people of different backgrounds. We took our time identifying the best candidates for the particular niches we were looking to fill, and discovered that there are a lot of talented and experienced women out there.  We now have a strong, high-quality board that happens to be a majority female.  Our independent lead director is Kate Buggeln, who’s been a member of our board since 2004. 

ascena’s women directors bring to the board a much closer connection to our customers. Each of our female directors have their own Ann Taylor or dressbarn story, because they’re shopping in the stores or online on a fairly regular basis.  They have greater context regarding the challenges we're facing in the retail markets and the opportunities we’re not taking full advantage of.  They share their feedback on their experience as customers, both in-store and on our websites.

Our board meetings are more interactive and conversational, with directors challenging everything we're doing from the customer perspective: What are you doing to learn about your customer? How are you listening to your customer to really engage with her on her terms to find out what she's out looking for? 

These conversations are forcing us to think harder, to reorganize our priorities.  Six months ago I held a big meeting where I declared a focus on customer-centricity, and we’re setting up a consumer insights Center of Excellence. 

Kate Buggeln, Lead Independent Director of ascena retail group, adds, “The rule of three, when applied to a board, proposes that one female member is token, two female members a presence and three female members a voice. With six women on our board, ascena’s female members are simply directors with diverse backgrounds and a common customer connection. Our natural tendency is to work collaboratively, unconsciously coordinated, to ensure all members’ viewpoints are heard.”

Our social responsibility programs are aligned with our core purpose.

ascena is seeking to drive positive change not only for our customers but also other female stakeholders, including community members, associates, and even the women who work in our supply chain. We know that the customers who participate in our cause marketing programs spend more with our brands than customers who are not participating in those programs, so our responsibility strategy is also driven by business goals. Our current goal is to work together with ascena associates, customers and partners to raise and contribute $250 million by 2025 in support of all women and girls globally.

For example, one of our Her, at the Heart of Us projects is providing education on personal hygiene, family planning and financial literacy to the female associates who work in our supply chain. We’ve reached over 100,000 women across our supply chain now and we are still going strong. Mrs. J taught me that if you take care of your customers and your associates, they’ll respond with loyalty.  The same is true of the vendor partners in your supply chain: If you take care of their workers and support them in ways those vendors can’t, it brings returns in many multiples. As a result of our work through HERproject, our suppliers have reported stronger workplace relationships, reduced turnover and absenteeism, and increased productivity per worker.

We also emphasize community service through a number of programs.  Our ascenaCARES Associate Awards recognize associates who give back to their communities with a grant from ascena Foundation to the organization of their choice.  The Roslyn S. Jaffe Awards celebrate everyday heroes who make the world a better place for women and children. The HERlead program is geared toward young women who are high school juniors and sophomores who want to make a difference in their communities.  We bring them in and give them a little jet fuel to propel their interests and future careers as social entrepreneurs.  We have a program for tweens called the Live Justice Awards that recognizes young girls who are doing great things in their communities. 

There are many other components to our social responsibility program, such as improving access to clean water, increasing our sustainable sourcing, and reducing the company’s carbon footprint.  ascena strives to be the best corporate partner and the best community partner that we can be.  That's how you build a strong reputation and get people feeling good about patronizing and working for the company.

future-America
Mrs. J, ascena executive leaders, store associates, Jaffe Award winners, HERlead Fellows and Justice Girls with Heart Ambassadors rang the Nasdaq Opening Bell on March 12.

For more information, read:

ascena retail group's social responsibility platform>>

Larry Fink’s 2019 Letter to CEOs>>

BlackRock Investment Stewardship’s approach to engagement on long-term strategy, purpose, and culture>>

 ***

ascena retail group, inc. (Nasdaq:ASNA) is a leading national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion segment (Ann Taylor, LOFT, and Lou & Grey), Value Fashion segment (maurices and dressbarn), Plus Fashion segment (Lane Bryant, Catherines and Cacique), and for tween girls under the Kids Fashion segment (Justice). ascena retail group, inc. operates ecommerce websites and approximately 4,600 stores throughout the United States, Canada and Puerto Rico. 

 
company spotlight
Clearhouse
Diversity and Inclusion is Shaping the Character of Heidrick & Struggles: Here's How
Publication Date: April 2, 2019 

Heidrick & Struggles (Nasdaq: HSII) is a global leadership advisory firm specializing in executive search, leadership assessment and development, organization and team effectiveness, and culture shaping.  The company is a pioneer in culture transformation and believes that an inclusive culture not only fosters innovation, but is also key to its ability to outpace rivals and create a competitive advantage.  Several years ago, Heidrick & Struggles made a commitment to build a world-class corporate culture that prioritizes diversity and inclusion.  Rick Greene, a partner at Heidrick & Struggles, shares the lessons learned in the process, along with some of the positive impacts a retooled culture is already having on the organization.

About four years ago, we began retooling the culture of Heidrick & Struggles.  We wanted to bring more women and other diverse talent into the ranks of upper management and ensure our client-facing consultancy teams were diverse.  We wanted a culture that was inclusive, so all Heidrick & Struggles employees felt welcomed and supported and motivated to be highly productive.

Our internal culture-shaping journey has been very eye-opening for us.  We have gained a valuable inside-out perspective of what it’s like to live through a corporate character change, and we are already finding that the investment we made has proven well worth the effort. Here are some of the most valuable insights we gained along the way: 

Our HR policies now reflect—and support—a diverse workforce.

At the beginning of our culture-shaping process we benchmarked ourselves, and part of that exercise included a survey of Heidrick & Struggles’ female employees.  That survey pointed us very quickly to the fact that some of our HR policies around parental leave, compensation, and performance management were at odds with our stated goal of being a leader in diversity and inclusion.  In some ways we discovered that we were actually behind the curve. 

That was a moment of self-awareness as a management team and as an organization.  It caused us to look internally and say, “We’ve got a real imperative to change here.”  We realized if we truly wanted to create a culture and environment that was diverse and inclusive, our HR policies would have to reflect that. 

Aligning HR policies with corporate messaging is a powerful sign that a company is serious about diversity and inclusion.  Employees immediately see through cultural window-dressing, such as putting up web pages and conference room placards that say nice things about diversity and inclusion.  Management actions and company policies have to visibly support those words.

That kind of authenticity is critical, not just to existing employees but prospective talent as well.  The internet has brought transparency to virtually everything a company does, including culture.  There are multiple websites where employees share what’s really going on internally at the companies they work for.  Prospective employees can research online and easily identify companies where they’re going to be most successful, where they’re going to get sponsorship, where they’re going to be dealing with people whose values match their own, where they’re going to have parental leave and other policies that are conducive to achieving professional aspirations as well as a work-life balance.

We brought more transparency to the compensation process.

An inclusive culture requires bringing transparency to the compensation process, so that diverse and rising talent feels compensation is fair and reasonable because they understand what the process is.  Employees don’t feel valued if the compensation process appears arbitrary—set by a group of people who do not know them, who aren’t particularly connected to them, and who don’t seem to be applying standard formulas with clear criteria.

Even in an industry like professional services, where compensation is largely formulaic and driven by production over the course of the year, there is still room for women to be at a disadvantage when it comes to compensation.  It’s important to ask the right questions when benchmarking the company’s compensation policies:  Are women getting the same commercial opportunities that their male peers are?  In negotiations, when two partners sell an engagement and the firm is going to get paid $100,000 for the work, are the male and female partners who sell that work together on equal footing in the negotiations for how credit for those fees gets allocated?  The answers to questions like these can guide necessary clarifications and changes to ensure compensation gaps are identified and eliminated.

The diversity of our leadership and consulting teams now reflects the aspirations of our clients.

Today, three of Heidrick & Struggles’ five executive officers (including our CEO) are diverse.  More than 50% of our board of directors is diverse.  Our management committee—comprised of key corporate leaders and senior partners who are serving clients every day—is 50% diverse.  During the past few years, women have been promoted to run our New York, London, and Paris offices – our 1st, 2nd, and 4th largest offices, respectively.   Our 3rd largest office, Chicago, is led by an African-American male partner.  Women lead our two largest revenue-producing practices: Technology and Financial Services.  Our chief human resources officer is a woman, chief marketing officer is a woman, and general counsel is an African-American male. 

These appointments have not only given women and minority professionals at Heidrick the benefit of personal growth and opportunity; they have accelerated our business case for internal culture shaping.  Heidrick now has an authentic, strong diversity story to tell when we have conversations about our firm, whether we are pitching prospective clients or recruiting the best talent to work for us. 

Our culture shaping process has accelerated decision making.

The culture shaping process begins with a discussion of the current purpose and values statements of the company, to the extent those are defined and articulated. The process itself includes a diagnostic of baseline culture, including what’s working, what’s not working, and how culture is linked to performance and the company’s aspirations.  Then the process pivots to defining a renewed statement of purpose and values for the organization.  Once purpose and values are in place as anchors, they almost inherently accelerate the work of management. 

One of the greatest moments for us when we went through our own internal culture shaping was that an immediate result was that we had a very clear purpose and a very clear set of values to guide us when making decisions.  Our culture shaping work has enabled Heidrick’s managers to say, “We can scrutinize the situation in detail, but let’s just ask ourselves fundamentally what decision in the situation best supports our purpose?  What decision in the situation best matches, and brings to life, our values?” 

Our culture nurtures a more growth oriented and development mindset.

Many organizations have a fixed mindset with regards to talent—believing employees either have it, or they don’t.  These “culture-of-genius” companies tend to worship top talent, leaving other employees feeling unsupported in risk taking and innovation and lacking a sense of ownership.  Employees become frozen into limiting views about themselves, about their team or function, about their customers, about the competition, and about the company itself. 

A big part of the culture shaping process is unfreezing people and getting them to think differently than they historically have.  When a company operates with a mindset that employees can grow and improve with new opportunities, good strategies, and mentoring, it allows a culture of growth and development to flourish.  Employees who are not locked into limiting perceptions of what they can and cannot learn or accomplish are change ready; they are focused on the future, on innovative solutions for clients, and on agile responses to the market. 

We also learned that culture shifts are seen before they are felt.

Leadership will look at the company’s organization chart and begin to see measurable progress in the number of women and other diverse professionals represented, but the impact of those personnel changes on day-to-day culture may take some time to cascade throughout the organization.  For all of the effort and investment and honest good intent that goes into culture change initiatives, the personal experience of many employees is going to lag behind the initial execution.  If inclusion surveys aren’t glowing immediately, it likely reflects that lag and is not necessarily indicative of a failed attempt at culture change. 

This mission was personal for our CEO, Krishnan Rajagopalan. Krishnan has unique insight and empathy for what it means to be successful as a diverse individual over the course of a career.  Diversity and inclusion has always been very personal for him, and Heidrick’s employees feel that.   In fact, Krishnan raised the visibility of Heidrick’s commitment when he signed a pledge with Paradigm for Parity, publicly committing our firm to achieving gender parity by 2030. 

We learned first-hand that when company leaders are visibly committed in both word and deed to a culture of diversity and inclusion, they will accelerate the process of culture change.  When the board, the CEO, and top management actively participate in efforts to improve diversity and inclusion, it really makes a difference.  It makes a difference in terms of how people show up.  It makes a difference in terms of who shows up.  It makes a difference in terms of who leads.

For more on this topic, listen to a replay of a recent webinar, Diversity Laws Are Here: What Can Boards Do to Prepare? >>  

***

Heidrick & Struggles (Nasdaq: HSII) is a premier provider of executive search, leadership consulting and culture shaping services worldwide.  Richard “Rick” Greene is a partner in Heidrick & Struggles’ New York office and a member of Heidrick Consulting and the Financial Services Practice. From 2015-2018, he served as Heidrick’s chief human resources officer and was a member of the Management Committee. An active champion of diversity and inclusion, Rick created the Accelerating Women’s Excellence (AWE) leadership development program at Heidrick, for which he remains executive sponsor.

 

 
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In the News
Nasdaq Responds to ISS' 2019 Benchmark Policy Survey
Publication Date: August 12, 2019 

In its response to the 2019 Institutional Shareholder Services Inc. (ISS) Benchmark Policy Survey, Nasdaq reiterated many points from its "Blueprint to Revitalize Capital Markets." Nasdaq expressed its continued support for companies with fully transparent differential class structures and reiterated its concerns about conflicts of interest at proxy advisory firms.  Nasdaq also urged ISS to avoid “one-size-fits-all” approaches in developing its policies, particularly with respect to board gender diversity and director overboarding.




Nasdaq Comments on Two SEC Proposals That Will Reduce Compliance Burdens for Public Companies
Publication Date: July 31, 2019 

On July 29, 2019, Nasdaq submitted two comment letters commending the SEC for considering ways to reduce compliance burdens for public companies while maintaining important investor protections.

The first comment letter relates to an SEC proposal that will reduce compliance costs and maintain uniformity across rules by excluding certain smaller reporting companies from the definitions of accelerated and large accelerated filers. The primary result of this change would be to relieve eligible companies from the SOX 404(b) requirement to obtain an independent auditor’s attestation of management’s assessment of the effectiveness of internal control over financial reporting. Nasdaq estimates that at least 399 Nasdaq-listed companies may be affected by the proposed amendments.

The second comment letter relates to an SEC proposal to improve the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses.  Nasdaq’s comment letter addresses parts of the proposal that it believes will positively impact IPO companies or simplify the disclosure framework for issuers that have engaged in acquisitions and dispositions.  Nasdaq also echoes other commenters in urging the SEC to reconsider the proposal to mandate synergy disclosures in pro forma financial information.

Nasdaq applauds the SEC for its continued consideration of ways to improve the regulatory environment for public companies and believes the proposed changes are in line with other reforms the SEC is considering, such as improvements to the quarterly reporting framework. On July 18, 2019, John Zecca, Senior Vice President, General Counsel North America, and Chief Regulatory Officer of Nasdaq Regulation for U.S. Markets, participated in the SEC's Roundtable on the Short-Term/Long-Term Management of Public Companies, our Periodic Reporting System and Regulatory Requirements. Prior to his appearance at the Roundtable, Mr. Zecca submitted a comment letter to the SEC urging the SEC to consider increasing the flexibility of reporting obligations, enhancing transparency around proxy advisors and activist investing, recognizing the value of dual class structures, imposing short interest transparency, and preserving optionality in capital management.

Proposed Amendments to the Accelerated Filer and Large Accelerated Filer Definitions

View Nasdaq’s comment letter here >>

View the SEC’s proposed amendments here >>

Proposed Amendments to Financial Disclosures about Acquired and Disposed Businesses

View Nasdaq’s comment letter here >>

View the SEC’s proposed amendments here >>

SEC's Roundtable on the Short-Term/Long-Term Management of Public Companies

View Nasdaq’s comment letter here >>  

View Chairman Clayton’s Statement at the SEC Staff Roundtable here >> 


Weinberg Center to Co-host 1st Annual ISG/Corporate Issuers Conference in September
Publication Date: July 30, 2019 

The John L. Weinberg Center for Corporate Governance at the University of Delaware is hosting the inaugural ISG/Corporate Issuers Conference on September 13, 2019.  This conference is designed to provide an opportunity for investors and issuers to learn more about the Investor Stewardship Group (ISG) Framework for U.S. Stewardship and Governance.  Martin Lipton of Wachtell, Lipton, Rosen and Katz will provide a keynote address.

For information, click here.  



ISS Opens Global Policy Survey for 2020
Publication Date: July 23, 2019 

ISS launched its Annual Policy Survey and invites institutional investors, companies, corporate directors, and all other market constituents to respond to the survey, which is a component of ISS’ annual benchmark policy development process. ISS describes the survey as the first step in their annual review and has stated that they will seek comment on specific proposed changes to its policies later in the year.

Topics in the survey cover a broad range of issues, including: board gender diversity, director over-boarding, and director accountability relating to climate change risk, globally; combined chairman and CEO posts; the sun-setting of multi-class capital structures in the U.S.; and the use of Economic Value Added (EVA) in ISS’ quantitative pay-for-performance, financial-performance-analysis secondary screen for companies. The survey closes on August 9, 2019, at 5pm ET.



Resources for Investors and Audit Committees on Critical Audit Matters
Publication Date: July 15, 2019

On July 11, 2019, the PCAOB released two new resources on critical audit matters (CAMs), one specifically for investors and the other for audit committees.



SEC Approves Changes to Nasdaq Liquidity Standards for Initial Listing
Publication Date: July 10, 2019

On July 5, 2019, the SEC approved changes to Nasdaq’s initial listing standards. Under the revised standards, Nasdaq will: (1) exclude restricted securities from calculations of a company’s public float, market value of public float and round lot holders; (2) require that at least 50% of a company's round lot holders hold unrestricted securities with a market value of at least $2,500; and (3) require a minimum average daily trading volume for securities trading over-the-counter of at least 2,000 shares over the 30 day period prior to listing (with trading occurring on more than half of those 30 days). 

The changes are operative August 5, 2019. Companies that list prior to August 5, 2019 may qualify under our previous listing standards.

View Nasdaq’s rule filing here >>

View the SEC’s approval order here >>



Allison Herren Lee Sworn In as SEC Commissioner
Publication Date: July 10, 2019 

On July 8, Allison Herren Lee was sworn into office as a Securities and Exchange Commission (SEC) Commissioner. Lee, who returns to SEC after serving from 2005 to 2018, was nominated by President Donald J. Trump and unanimously confirmed by the U.S. Senate. She is filling the open Democratic spot on the commission, previously held by Kara Stein, and brings the SEC back up to five commissioners.

Read More >>




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