Daily Archives: Friday, November 15, 2019

How and Why Human Capital Disclosures are Evolving

Steve W. Klemash is Americas Leader at the EY Center for Board Matters; Bridget Neill is Americas Vice Chair, Public Policy at EY; and Jamie C. Smith is Associate Director at the EY Center for Board Matters. This post is based on their EY memorandum.

The talent paradigm is shifting. A company’s intangible assets, which include human capital and culture, are now estimated to comprise on average 52% of a company’s market value. [1] At the same time, the nature of work is rapidly evolving, new generations are reshaping the workforce and businesses are redefining long-term value and corporate purpose through a stakeholder lens.

In this era of disruption, talent and culture have leapt to the forefront of thinking around enabling strategy and innovation and creating long-term value. Accordingly, human capital has rapidly emerged as a critical focus area for stakeholders. There is clear and growing market appetite to understand how companies are managing and measuring human capital, demonstrated by:

  • Comments received by the U.S. Securities and Exchange Commission (SEC) on human capital matters, as articulated in the August 2019 proposed rule amendments to revise current business disclosure requirements
  • Influential investors like BlackRock and State Street Global Advisors making human capital and company culture engagement priorities
  • Market-driven frameworks such as the Global Reporting Initiative, the Embankment Project for Inclusive Capital and the Sustainability Accounting Standards Board (SASB) identifying human capital as a key value driver

Advancing disclosures to keep pace with this transformational view of human capital will be a journey. To better understand where companies are on this journey, we reviewed the proxy statements of Fortune 100 companies to see how leading companies are disclosing their governance and management of human capital.

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Overboarding by Public Company Directors: 2019 Update

Steven M. Haas and Lawton B. Way are partners at Hunton Andrews Kurth LLP. This post is based on their Hunton Andrews Kurth memorandum.

Earlier this year, The Vanguard Group announced it would vote against any named executive officer (“NEO”) who sat on more than one outside public board and against non-executive directors who sat on more than four public boards. This policy is more restrictive than Institutional Shareholder Services’ (“ISS”) voting guidelines. It is an important reminder that institutional investors continue to develop their own voting guidelines that should be monitored by the companies in which they invest.

Overboarding Policies

Overboarding continues to generate discussion within the corporate governance community. Outside board service can be helpful in grooming senior management, gaining experience or insight, and developing important business relationships. Board service, however, can be demanding, and committing to too many boards can be time-consuming and a distraction. In response to investor concerns, the number of directors at Russell 3000 companies serving on five or more boards has decreased significantly since 2008.

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Recent Cyber Attacks Target Asset Management Firms

Jeannie S. Rhee, Udi Grofman, and Jeh Charles Johnson are partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a Paul Weiss memorandum by Ms. Rhee, Mr. Grofman, Mr. Johnson, Roberto Finzi, Richard C. Tarlowe, and Roberto J. Gonzalez.

A recent flurry of cyber attacks on asset managers should remind asset management firms and other financial institutions that they are attractive targets for cyber-exploitation and need to remain vigilant and institute appropriate preventative controls and monitoring procedures, as well as post-attack action plans. [1]

Many companies still see cyber attacks as one-off, anomalous events. But as recent events have shown, few are immune from illicit cyber-penetration and the frequency of these attacks continues to increase.

A recent spate of business email compromise schemes have involved fraudulent email messages sent to fund executives and officers. [2] The emails notify the recipients that they have an encrypted message, which they can access by clicking a link. Clicking the link causes malicious software to download onto the user’s computer, gaining access to the user’s account and perhaps further penetrating the institution’s systems. While these and similar cyber schemes may sound like transparently suspicious and easy to detect attempts at blunt force penetration, their cost to businesses can be substantial, with some estimates exceeding $50 billion a year. [3] And considering the sheer volume of emails that asset management and other financial firms send and receive as a necessary part of conducting day-to-day business, even the most transparent cyber attacks are likely to succeed every once in a while.

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Weekly Roundup: November 8–14, 2019


More from:

This roundup contains a collection of the posts published on the Forum during the week of November 8–14, 2019.

Designing Proposals with your Unique Investors In Mind


A Guidebook to Boardroom Governance Issues



Company Hedging Policies: Observations from New Proxy Disclosures



What Does the Growth of Impact Investing Mean?


Understanding the Impact of America’s Clampdown on Proxy Advisors



How Corporate Lawbreakers Get a Leg Up at the Justice Department



The 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability




Index Funds and the Future of Corporate Governance: Presentation Slides


CEO Chairman. Two Jobs, One Person



PCAOB Selection Process and the GAO Report