Governance Matters

Governance teams need to ‘be a journalist, ask the questions’ to get the best from its boards

Thu, 02 Apr 2026 09:00:00 GMT

On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannerman speaks to Davina Stanley, founder of Clarity First Program, a professional development initiative designed to help executives, managers and their teams. It enables them to refine complex ideas, improve communication and secure faster, better decisions from senior leaders and boards

Directors often tell Stanley that understanding the board takes a fraction of the time once executives have completed her training. One even said they now spend 90 percent less time understanding the board deck than before.

Through the discussion, Stanley advises listeners on how to prevent communication breakdowns across various teams, how to get better board contributions and why governance professionals need to act like journalists to get the best insights and produce the best board materials.

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As market volatility persists, regulators are sharpening their focus on core enforcement actions

Thu, 05 Mar 2026 16:17:20 GMT

On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannerman runs down the latest stories from across the GRC space. Top of the list is the SEC’s director for the Division of Enforcement setting a ‘back to basics’ approach to enforcement policy.

We also discuss SEC chairman Paul Atkins sharing his thoughts on why ‘woke priorities’ are slowing IPOs and capital markets, plus the Delaware Supreme Court's reversal in the Moelis & Company case and the implications for stockholder agreements and board authority.

Lastly, we explore our latest deep dive on the modernization of capital markets infrastructure and why boards should be prepared for continued scrutiny of post-trade infrastructure.

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Trump, proxies and proposals: What’s changing for the 2026 proxy season

Mon, 02 Feb 2026 15:39:03 GMT

On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannerman rounds up the most compelling stories from the end of 2025 well into the new year. From President Trump’s proxy advisor executive order targeting ISS and Glass Lewis to Rule 14a-8, the shareholder proposal rule and how its enforcement is changing for the 2026 proxy season.

Elsewhere, California’s AI Bill curbing lawyers’ use of AI, the sharp shift in corporate language around diversity and the review of regulation S-K by the SEC, its clear that the focus in light touch regulation continues at pace in the US.

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From the red carpet: Shareholder engagement and M&A trends

Thu, 18 Dec 2025 16:09:14 GMT

On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannerman takes a closer look at the standout moments and major themes emerging from the 2025 awards season. In a series of conversations with prominent governance leaders, we explore how the industry is evolving and what continues to set the Corporate Governance Awards apart as a benchmark of excellence.

Guests include:

Brian Breheny, partner at Skadden
John Kim, assistant corporate secretary and lead counsel at General Motors
Lori Zyskowski, partner at Gibson Dunn
Kevin Bohl, senior vice president, deputy general counsel and assistant corporate secretary at Ventas
Fernando Contreras, VP, chief compliance officer & corporate secretary at Baker Hughes
Jeffrey Lipschutz, senior director, associate general counsel & assistant secretary at Sallie Mae
Tricia Hammons, director of governance & legal services, assistant corporate secretary at Murphy Oil
Hope Mehlman, chief legal and corporate affairs officer at Ally

Across these conversations, they share their perspectives on the trends shaping governance today, from shifting regulatory expectations to the increasing importance of transparency, technology and stakeholder engagement. They also reflect on what makes the awards particularly meaningful for governance professionals: the opportunity to celebrate innovation, spotlight best practices and recognize the teams driving impactful change within their organizations.

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2026 proxy season: What’s about to change and why it matters

Fri, 28 Nov 2025 14:36:52 GMT

The team breaks down the changes poised to redefine boardrooms and investor influence next year

On the latest episode of the Governance Matters podcast, editor Laurie Havelock is joined by senior reporter Natalie Bannerman to discuss all the latest goings on from the world of GRC.

ISS has unveiled its 2026 benchmark policy updates, ushering in a greater focus on that transparency and accountability across all jurisdictions. At the same time, the SEC’s 2026 exam priorities spotlight data privacy and – for the first time in years –exclude cryptocurrencies, signalling a softer stance on the asset.

Also, fresh on the heels of the Corporate Governance Forum in New York, we share some of the key taking points from inside the room and how it interplays with the changes across the space.

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Best in class: tips on crafting your proxy statement from a previous award-winner

Thu, 25 Sep 2025 10:47:11 GMT

On the latest episode of the Governance Matters podcast we’re joined by Paul Sharobeem, associate general counsel and assistant secretary at Century Aluminum Company.

He tells Natalie Bannerman about what it meant to him and his team to win the award for Best Proxy Statement (small cap) in 2024, ahead of this year’s Corporate Governance Awards ceremony in November.

We also discuss the importance of balancing narrative with regulatory compliance in corporate reporting, the challenges Century Aluminum is facing in the current climate and some top tips for those wanting to craft an award-winning proxy for themselves.

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Introducing Governance Intelligence's new summer signing, Natalie Bannerman

Tue, 05 Aug 2025 12:21:28 GMT

This month on the Governance Matters podcast, we're proud to unveil the latest addition to our team: Natalie Bannerman, who is taking on the mantle of senior reporter.

A former telecoms and infrastructure journalist, a role she held for nearly seven year, Natalie also worked in the B2C startup space, covering lifestyle, arts and culture reporting.

She speaks to us about her current projects, what she has made of 2025's busy proxy season and what she is looking forward to covering in the world of governance, risk and compliance.

There's also more information about the nomination process for the upcoming Corporate Governance Awards, with the deadline for entries falling later this week. To submit your entry to the awards, find the entry form here.

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How much can AI help lawyers carry out their jobs?

Fri, 09 May 2025 15:59:45 GMT

How much can lawyers lean on AI to help them with their jobs? Well, according to a new academic study, it may be more reliable than previously thought.

A new study from researchers at the University of Minnesota and University of Michigan law schools seems to provide the first empirical evidence that AI tools can consistently improve the quality of legal analysis across various tasks.

We speak with Daniel Schwarcz, professor at the University of Minnesota Law School, and Kari Endries, assistant secretary and managing counsel at Chevron, to find out more about the implications for governance professionals.

To read the whole paper, click here: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162111

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How will the SEC’s shift on shareholder proposals affect the proxy season?

Wed, 05 Mar 2025 16:27:12 GMT

Many governance experts involved in the shareholder proposal process are asking questions following the release of new SEC guidance that essentially reverses a Biden-era staff legal bulletin (SLB) on the parameters and reasoning by which companies may seek the go-ahead to exclude resolutions from their proxy statements.

Overall, the division of corporation finance’s move will likely lead to fewer ESG-related proposals making their way to a vote at AGMs, posing questions about what happens this year and how proponents will respond in the future.

Many experts are waiting to see what happens in the short term given that the guidance arrived at a time when many companies have already received a 14a-8 verdict for their 2025 AGM under the old guidance while others are awaiting a response from the SEC under the newly issued SLB. Others could still file no-action requests.

In the latest episode of our Governance Matters podcast, we hear from Beth Sasfai, partner in Cooley’s public companies group and leader of the law firm’s ESG and sustainability advisory practice. Among other things, Sasfai is an expert adviser to companies on shareholder proposals. She shares her thoughts on the potential impact of the new guidance for companies and proponents this proxy season and beyond.

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Perks of the job: Be wary of how you disclose them in 2025

Mon, 10 Feb 2025 14:34:20 GMT

Executive compensation has been a focus for the SEC in recent years, with new rules in areas such as clawbacks and insider trading. The agency has also turned its enforcement eye to companies’ disclosures around executive perquisites, or perks.

Our guest for this month’s episode of the Governance Matters podcast is Neil McCarthy, co-founder and chief product officer of DragonGC. He says there has been a particular enforcement focus on executives’ use of aircraft. He also explains that there is a growing focus among companies on how to report – or not report – on personal security expenses for executives, a concern sparked in part by the murder last year of UnitedHealthcare CEO Brian Thompson.

To take part in Governance Intelligence's online survey about succession planning, please click here or visit https://emea.focusvision.com/survey/selfserve/21d9/240801

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Meet the Corporate Governance Awards winners – part three: Helle Bank Jorgensen

Tue, 14 Jan 2025 14:47:53 GMT

When Governance Intelligence presented its 17th annual Corporate Governance Awards recently, Helle Bank Jorgensen, founder and CEO of Competent Boards, received the lifetime achievement award.

In a series of episodes of the Governance Matters podcast we have been talking to some of the Corporate Governance Awards winners about the efforts behind their success and challenges they see in the coming year. In this episode we hear from Jorgensen about her work in the field of governance and sustainable business practices, including her thoughts on anti-ESG efforts and the role of boards in terms of their companies’ ESG programs.

Governance Intelligence also talks to Nicolas Leroux, CEO of Odyssey by Kalexius. Every year brings both evolving and unique challenges to those working in entity management, and 2025 certainly looks set to be no different.

Click to listen and subscribe on Apple podcasts, Spotify and Acast.

This month’s episode is brought to you in partnership with Odyssey by Kalexius.

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Meet the Corporate Governance Awards winners – part two: Nasdaq

Mon, 16 Dec 2024 13:31:18 GMT

Governance Intelligence recently presented our 17th annual Corporate Governance Awards at a gala event in New York, where a few hundred of the best and brightest in the profession got to let their hair down while celebrating success in the field.

The awards honor outstanding achievements by the profession in areas such as hosting AGMs, compliance and ethics programs, ESG reporting, entity management, use of technology, proxy statements, investor engagement and corporate transactions.

In a series of episodes of our podcast Governance Matters we’re talking to some of the winners about the work that helped them land their awards and some of the challenges they see in the coming year.

Nasdaq had quite the bumper evening at the awards. The company won the titles for governance team of the year (large cap), best director training and education program and best ESG reporting (large cap). It was also nominated in the best global entity management category.

In this episode, I speak to Erika Moore, corporate secretary and deputy general counsel at Nasdaq, about the details of the company’s award-winning director training and education program, its first governance roadshow and her team’s successful approach.

The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals. The series looks at how the roles of governance professionals and the board – as well as the landscape in which they operate – are evolving.

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Meet the Corporate Governance Awards winners – part one: Regions Financial

Wed, 27 Nov 2024 10:32:07 GMT

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Proxy statements: Addressing boards’ AI and cyber-security oversight and looking to 2025

Mon, 07 Oct 2024 13:31:26 GMT

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Governance lessons to learn from this year’s shareholder activism

Tue, 10 Sep 2024 13:49:52 GMT

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How governance plays a role in HP’s award-winning ESG reporting

Wed, 31 Jul 2024 12:45:53 GMT

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Getting your director training right

Wed, 03 Jul 2024 12:20:17 GMT

Director training and education is one of the keys to ensuring boards can fulfill their duties while adapting to changing circumstances affecting the company. Corporate secretaries and other governance professionals play the central role in planning for necessary information to be passed to the board, either from themselves or through in-house or external advisers.

There’s no one-size-fits all approach but there are important lessons to help the board succeed and avoid potential problems. An effective director training program helps create a foundation for a high-functioning board that can oversee risk and strategy effectively while understanding the needs and interests of shareholders and other stakeholders.

An unsuccessful program can have the reverse effect. ‘If a director speaks to an institutional investor and [he or she is] not prepared it can have implications for the organization,’ says Joan Conley, board member at EJF Acquisition Corp and Tigo Energy and former corporate secretary of Nasdaq, in Governance Intelligence’s recent Governance Playbook on the topic, which contains advice from a range of experts.

One of those experts is Angela Grant, chief legal officer and corporate secretary at Palomar Holdings, who in the latest episode of the Governance Matters podcast discusses how director training works at her company, how to identify the kind of topics directors might need more information on and bringing in outside experts, among other things.

From ESG and entity management to shareholder engagement, regulation and technology, hear from governance experts and leading advisers about the latest public company governance matters.

Click to listen and subscribe on Apple podcasts, Spotify and Acast.

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Making your board assessment program a success

Wed, 05 Jun 2024 13:30:52 GMT

Board assessments are an essential part of governance work and key to making sure directors can function well as individuals and as a team. In this episode of the Governance Matters podcast from Governance Intelligence, we hear from Seth Gastwirth, deputy general counsel and assistant corporate secretary at Jones Lang LaSalle (JLL), about why board assessments are so important, how they can best be designed and how the results can be used to improve performance.

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Governance lessons from the Disney and Starbucks proxy contests and new DoJ efforts to encourage corporate whistleblowers

Wed, 01 May 2024 14:06:01 GMT

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Governance lessons from corporate diversity push and pull

Wed, 03 Apr 2024 14:02:24 GMT

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How entity management can keep your corporate structure efficient and safe

Wed, 06 Mar 2024 13:30:21 GMT

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Complying with the SEC’s cyber-security rules and using AI in the boardroom

Wed, 07 Feb 2024 14:25:01 GMT

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Talking to your board about climate transition plans, and an AI regulation update

Wed, 03 Jan 2024 15:49:22 GMT

The latest episode of Governance Intelligence’s Governance Matters podcast brings advice from experts on two of the biggest challenges facing companies in the year ahead: climate change and artificial intelligence.

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Global Payments and Transocean experts share advice on 2024 proxy statements and board agendas

Wed, 06 Dec 2023 15:15:53 GMT

As the end of the year draws near, Governance Intelligence has been speaking to professionals about the major governance issues that lie ahead in 2024, ranging from artificial intelligence (AI) to ESG developments. Our aim, as always, is to share some of the best advice on how to tackle those challenges.

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Discover Financial Services’ legal chief Hope Mehlman discusses working with CII and AI

Tue, 14 Nov 2023 15:27:03 GMT

As shareholder engagement becomes increasingly important, all means of interaction can be useful

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Research shows AI can help law students. What does that mean for in-house counsel?

Wed, 04 Oct 2023 15:43:27 GMT

In this episode, Daniel Schwarcz of the University of Minnesota Law School tells editor-at-large Ben Maiden about new research he and his colleague Jonathan Choi conducted into law students’ use of AI. We also hear from director Margaret Preston about some of the challenges facing boards in 2024

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As You Sow’s Danielle Fugere talks shareholder proposals, anti-ESG and Scope 3 disclosures

Thu, 07 Sep 2023 15:08:24 GMT

In this episode of the Governance Matters podcast, a leading shareholder advocate reviews lessons from proxy season 2023 and looks ahead to next year

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Keir Gumbs discusses the impact of AI and the role of the Society for Corporate Governance

Thu, 10 Aug 2023 16:19:08 GMT

In this episode, we also recap takeaways from Corporate Secretary’s ESG Integration Forum – Summer

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Reviewing the 2023 proxy season and making a success of entity management: Governance Matters 18

Fri, 07 Jul 2023 15:17:38 GMT

In the latest episode, we hear analysis of declining support for ESG resolutions and get advice on making the best of your company’s entity management program

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How HPE’s legal team uses virtual reality, and working with IR on stewardship engagement

Fri, 02 Jun 2023 15:24:35 GMT

In the latest episode of the podcast we hear about new possibilities for deploying technology in governance work

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The future of AI for lawyers and ISS founder Robert Monks talks executive pay: Governance Matters 16

Fri, 05 May 2023 13:22:10 GMT

In this episode, we look at how AI presents risks and opportunities for in-house legal teams and law firms, and ask Robert Monks about his views on today’s executive compensation and how it might be reformed

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Getting your board ready for the future: Governance Matters 15

Fri, 07 Apr 2023 18:13:57 GMT

Boards increasingly face pressure to become more proactive and strategic about not only their company but also their own composition, structure and role. This episode shares commentary in this area and reports from the ESG Integration Forum – Europe

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Addressing social risks through governance: Governance Matters podcast episode 14

Fri, 03 Mar 2023 16:30:02 GMT

Investors have thrown a spotlight for companies on social issues such as slavery. This episode looks at the challenges posed by an emerging legal framework around forced labor and how companies can address social risks

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How women directors can navigate a ‘double bind’: Governance Matters episode 13

Fri, 03 Feb 2023 16:42:22 GMT

This episode of the Governance Matters podcast looks at academic research revealing how women can negotiate traditional social expectations to have more influence in the boardroom

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Emerging ESG activism in Canada: Governance Matters episode 12

Fri, 16 Dec 2022 16:07:21 GMT

This episode of the Governance Matters podcast looks at trends in ESG-focused activism in Canada and some of the ways boards can respond

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What boards can learn from Boeing’s 737 Max scandal: Governance Matters Episode 11

Fri, 18 Nov 2022 17:00:29 GMT

This episode of the Governance Matters podcast looks at how companies can tackle or avoid scandals and other negative events that can cause loss of revenue, reputational damage and erosion of shareholder value.

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GovGetting directors on board to tackle climate crisis: Governance Matters episode 10

Tue, 02 Aug 2022 15:28:09 GMT

This episode of the Governance Matters podcast looks at changing board attitudes toward climate change and what investors are looking for from directors in terms of climate-related skills and knowledge

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Gearing up for the governance road ahead: Governance Matters episode 9

Tue, 07 Jun 2022 16:25:05 GMT

This episode of the Governance Matters podcast looks at how boards are preparing to tackle the ever-growing list of often fundamental questions posed by ESG matters

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Taking a structural approach to sustainability: Governance Matters podcast episode 8

Wed, 25 May 2022 15:24:34 GMT

The latest episode of the Governance Matters podcast looks at how companies can start tackling the challenges of sustainability by looking at how they are handled at an organizational level - including the board

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Taking a successful approach to executive pay in M&A: Governance Matters episode 7

Wed, 16 Mar 2022 18:41:57 GMT

Robin Ferracone, founder and CEO of Farient Advisors, believes that uncertainty around M&A deals should be kept to a minimum and that executive pay planning is a key element to successful transactions. Host Jeff Cosette speaks with Ferracone about how boards and governance teams can best approach these issues.

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Moving to a new governance role and helping boards adapt to change - Governance Matters - Episode 6

Wed, 15 Dec 2021 19:43:34 GMT

Boards have a special part to play in navigating change and corporate secretaries have an increasingly important role to play in making sure directors are prepared. Governance Matters speaks to two industry experts about handling governance at a newly public company and director education.

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Episode five: Learn about the Value Reporting Foundation and proxy season takeaways

Mon, 02 Aug 2021 19:29:24 GMT

‘One of our top priorities is to drive simplification in the landscape,’ says Janine Guillot, CEO of the Value Reporting Foundation – the organization created by the merger between SASB and the International Integration Reporting Council. In the latest episode of the podcast, Governance Matters host Jeff Cossette catches up with Guillot to discuss her vision for the future of investor-facing ESG reporting and how the Value Reporting Foundation is working with the IFRS Foundation toward standardization. ‘We definitely think the alphabet soup can simplify and we think it can simplify around the concept of target users,’ Guillot says. ’I think it’s possible to envision a global set of standards targeted at the investor user, thinking through the lens of how sustainability issues impact financial performance and enterprise value.’In part two of the episode, Ben Ashwell talks to Hannah Orowitz, senior managing director on Georgeson’s corporate governance advisory team, about the eye-catching takeaways from this year’s proxy season, from support for environmental-related proposals and uncertainty about say-on-climate efforts to discussions around diversity, equity and inclusion. The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals.The series looks at how the role of the corporate secretary and the board has evolved over time, as well as how the governance landscape continues to change. From ESG to entity management, shareholder engagement to technology, hear from award-winning governance professionals and leading advisers about the latest public company governance matters.

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Episode four: What the Biden Administration means for governance professionals

Wed, 31 Mar 2021 19:15:52 GMT

In the latest episode of the Governance Matters podcast, we catch up with Jeffrey Siegel, managing director, head of US public and regulatory policy at BNP Paribas, about what whether the Biden Administration will lead to a new paradigm for corporate governance and ESG – both in terms of regulation and enforcement. In part two, Paul Conn, president of global capital markets at Computershare Georgeson, provides advice for this year’s annual meeting season, tips on how to enable beneficial owner attendance and discusses what we can learn from the GameStop situation. The Governance Matters podcast provides listeners with insight into the cutting-edge issues of the day for corporate secretaries, general counsel and all governance professionals.This podcast looks at how the role of the corporate secretary and the board has evolved over time, as well as how the governance landscape continues to change. From ESG to entity management, shareholder engagement to technology, we’ll hear from award-winning governance professionals and leading advisers about the latest public company governance matters.

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Episode three: Understanding Federated Hermes’ ESG integration and emerging 2021 proxy season themes

Tue, 08 Dec 2020 17:03:06 GMT

For corporate governance teams, the proliferation of socially responsible investment asset managers presents both risks and opportunities. Ignore their expectations and you might expect not only a higher cost of capital but also a slew of unwelcome consequences on the proxy front.In the latest episode of the Governance Matters podcast, we catch up with Martin Jarzebowski, director of ESG and responsible investing at Federated Hermes, about his firm’s approach to integrating ESG and stewardship into investment decision-making. In the second part of the podcast, Brigid Rosati, managing director for business development and corporate strategy at Computershare Georgeson, gives us a rundown on some of the top trends from this year’s proxy season and emerging issues ahead of next year.

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Episode two - Entities are everything – get them handled

Mon, 02 Nov 2020 00:31:28 GMT

High-profile fraud can have a massive impact on public companies, so the pressure is on for transparency across multiple geographies and jurisdictions. It’s a crucial part of the corporate secretary’s role. Jarrod Simpson, CEO of governance services at Computershare, and Connor Kuratek, chief corporate counsel and assistant corporate secretary at Marsh & McLennan Companies, speak to Corporate Secretary about why entity management matters and outline the influential role corporate secretaries play.

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Episode one - The evolving role of the corporate secretary

Thu, 24 Sep 2020 01:30:43 GMT

In the very first episode of the Governance Matters podcast - produced by Corporate Secretary in partnership with Computershare Georgeson - Jeff Cossette talks to Hannah Orowitz, managing director of corporate governance at Georgeson, about how the role of the corporate secretary has evolved to become more strategic. In part two, we hear from Derek Windham, vice president, associate general counsel at Hewlett Packard Enterprise, about how he thinks about effective risk management.

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