'THE DAILY CORPORATE GOVERNANCE REPORT’ (for public company boards, the C-suite and GCs)
Please see the items below with the related links (NOTE: access to link content may be metered, require a no-charge registration or require a paid digital subscription)
(i) Starbucks CEO on the value of in-office work, and the new Starbucks RTO policy/report: more than half the companies in the Fortune 100 have their employees fully back in the office:
(a) As widely reported in the business press last week, including in this CNBC article, "Starbucks employees to return to the office four days a week — or take a payout", last Monday Starbucks CEO Brian Niccol announced and described in this letter to employees posted on the company's 'News Blog' webpage, the company's new RTO policy. Below are excerpts, including the Starbuck CEO's views on the value of in-office culture:
"Message from Brian: Reestablishing an In-Office Culture: ......I want to share important updates on behalf of our executive leadership team – specifically regarding in-office expectations....
Working in our offices:
-- We will shift from required three-days in office to minimum offour-days in office:
- Common days will be Monday, Tuesday, Wednesday and Thursday; this applies to our Seattle and Toronto Support Centers as well as North America regional offices......
Remote work: ........
"At Starbucks, coffee and human connection are at our core. We believe in the power of connection not just in our coffeehouses, but in how we work together as support partners. We are reestablishing our in-office culture because we do our best work when we’re together. We share ideas more effectively, creatively solve hard problems, and move much faster. Being in person also helps us build and strengthen our culture. As we work to turn the business around, all these things matter more than ever.......We understand not everyone will agree with this approach. We’ve listened and thought carefully. But as a company built on human connection, and given the scale of the turnaround ahead, we believe this is the right path for Starbucks......"
(b) Below is from this Bloomberg story last Thursday, "Hybrid Work No Longer Dominant Policy of Fortune 100 Companies", with reference to this report from real estate firm Jones Lang LaSalle Inc.:
"For the first time since the pandemic upended work life five years ago, more than half the companies in the Fortune 100 have their employees fully back in the office, according to a report from real estate firm Jones Lang LaSalle Inc. Hybrid schedules, which two years ago were offered by 78% of the 100 largest US companies by revenue, are now available at just 41% of them, while the share of Fortune 100 firms requiring full-time office attendance has jumped to 54% from 5%.......
"The trend is clear....After years of uncertainty, companies are tightening expectations and reasserting control over where work happens, and the era of hybrid work being the dominant option has come to a close. Executives are calling people back — and this time, they mean it."
(ii) Conference Board report on the declining number of published sustainability reports in 2025/report: 87% of companies are maintaining their sustainability efforts/prevalence of 'Rooney Rule' policies for director searches at the S&P 500 companies:
(a) Below is from this "Quick Take" report posted by the Conference Board on its website earlier this month, "Why Fewer Companies Are Publishing Sustainability Reports in 2025":
"Issuing an annual sustainability report has become a mainstream corporate practice—enabling companies to communicate their environmental, social & governance (ESG) performance, goals, and risks to stakeholders. However, the first six months of 2025 saw a notable decline in voluntary sustainability report filings by US public companies.
-- Between January 1 and June 30, only 432 Russell 3000 companies filed a sustainability report, compared to 831 during the same period in 2024. This drop-off reflects not a retreat from ESG, but a strategic recalibration in response to shifting regulatory, political, and investor dynamics.
-- Many firms are delaying voluntary reports as they prepare for mandatory ESG disclosures under the EU’s Corporate Sustainability Reporting Directive (CSRD) and California’s climate laws..... set to take effect in the next 12–24 months......
— Some companies are reassessing whether and how to publish stand-alone sustainability reports. In response to investor dissatisfaction with boilerplate reports, some firms are streamlining disclosures, focusing on financially material issues, and integrating ESG data into 10-Ks, investor decks, or earnings calls.
"While a temporary pause in voluntary reporting may be warranted, sustainability disclosures remain essential: customers, employees, investors, communities, and suppliers continue to depend on them, regardless of regulatory mandates. In this context, companies have an opportunity to sharpen the strategic purpose of reporting and enhance internal governance, data quality, and cross-functional coordination ahead of emerging requirements. As sustainability reporting evolves into a regulated, risk-managed function, firms that align early with business priorities, legal obligations, and material risks will be best positioned to lead."
(b) Below is from last Friday's WSJ 'CEO Brief' Newsletter, "Corporate Sustainability Efforts Endure (But Keep That to Yourself)", with reference to this report by sustainability ratings firm EcoVadis, "87% of U.S. Companies Quietly Boost Sustainability Spending Despite Regulatory Debate and Uncertainty", and this one by Morgan Stanley, "Annual Global Survey of Corporates Finds Sustainability Remains Value Creation Opportunity":
"Companies still are investing in sustainability, even as Washington pivots away from it. Eighty-seven percent have boosted or maintained their investment in sustainability efforts since the start of the year, according to a new survey of 400 executives at U.S. companies from EcoVadis, a sustainability ratings firm. Sixty-two percent of directors and vice presidents and 59% of C-suite executives said supply-chain sustainability helps attract and retain customers, especially in global markets.
"But here’s the thing: Some are keeping it under wraps. The survey shows that 31% are investing more but promoting sustainability less and another 8% are still investing but not talking publicly about it. That makes sense considering the rush in Washington to roll back anything related to sustainability......A similar stealth approach by companies is happening with diversity, equity and inclusion initiatives......
"The EcoVadis survey isn’t the first to find corporate support for sustainability efforts. A Morgan Stanley survey released last month that included companies in North America, along with Europe and the Asia Pacific region, asked how sustainability affects long-term strategy. Eighty-eight percent of the 300 companies surveyed said it's primarily (53%) or partly (35%) a value-creation opportunity....."
(c) Interesting data on the prevalence of "Rooney Rule" policies for director searches at the S&P 500 companies, in light of the DEI backlash, in this Society for Corporate Governance blog post yesterday, "Rooney Rule Policies for Director Searches at S&P 500 Companies":
"Every year, DiverseIQ reviews S&P 500 proxy statements for disclosure of the presence of a Rooney Rule policy for director searches.....DiverseIQ provided us with the following data based on the 454 S&P 500 companies had filed their proxy statements as of July 3, 2025:
-- 120 companies disclosed having a Rooney Rule policy for director searches, down from 220 last year.
— Of the 220 companies with a policy last year, 119 retained it, while 101 removed it.
— Only 1 company adopted a new policy this year."
(iii) NY Times report on how companies are adjusting their DEI programs: Below is from this NY Times report on DEI last Tuesday, "The D.E.I. Industry, Scorned by the White House, Turns to ‘Safer’ Topics":
"......A report by the Meltzer Center for Diversity, Inclusion and Belonging at N.Y.U. Law and the workplace gender equity firm Catalyst found that 78 percent of C-suite executives intend to rebrand their D.E.I. programs with terms like “employee engagement” or “workplace culture” while staying committed to underlying values of inclusion. "They still want to have these human-centered conversations,” said Stephanie Creary, an assistant professor at the University of Pennsylvania’s Wharton School who focuses on organizational D.E.I. “And so as a substitute, they are talking about generations” and other less scrutinized topics......
"Big companies like Meta, Target, Lowe’s and Amazon have all publicly scaled back or eliminated their diversity, equity and inclusion programs in the last year. An Amazon spokesperson said that the company was committed to building a diverse and inclusive company and that it had recently started an employee development program that included training on topics like wellness. Meta declined to comment on changes to its D.E.I. programs, and Lowe’s and Target did not respond to requests for comment.
"Americans are deeply split over D.E.I. in the workplace, with a recent NBC poll showing that 49 percent thought such programs should be eliminated because they created divisions. Ms. Creary thinks some of the blame for that falls on corporations that “unilaterally decided to focus only on race and gender” and created the impression that the field was intended to benefit only certain identity groups.
"Other professionals agree that broadening the scope of D.E.I. could help fix what they think went wrong in the field over the last few years. “This should have never been work that was niche or felt like it was siloed” to specific groups, said Joelle Emerson, the chief executive of the D.E.I. consultancy Paradigm, who has also seen rising demand for trainings on topics like neurodiversity and generational differences. Ms. Emerson said she hoped that by focusing on a wider range of identity groups, the D.E.I. field would “generate broader buy-in” from people “who might not have felt seen in this work before.” But she added that Paradigm had continued to incorporate race and gender into its trainings....."
(iv) online scams impersonate Fairfax CEO Prem Watsa/press release of the day: As reported in this Globe and Mail article last Friday, "Fairfax warns investors to ignore online scams impersonating CEO Prem Watsa", TSX-listed Fairfax Financial Holdings Limited was forced to issue this press release last Thursday warning that certain recent online advertisements purporting to provide financial advice by Fairfax CEO Prem Watsa were fraudulent impersonations of the CEO, as follows:
"Fairfax Financial Holdings Limited reminds its shareholders and all persons interested in Fairfax that none of Fairfax, Prem Watsa, nor any officer of Fairfax provides financial or investment advice to any person over social media, chat or messaging applications.
"Prem Watsa does not maintain and has never maintained any online social media accounts. Any social media outlet claiming to represent him or to offer advice on his behalf is fraudulent. Impersonation scams are common, and so one should treat any unsolicited electronic communication that references Fairfax or Prem Watsa with extreme caution...."
Below is from the Globe and Mail article describing the scams:
"Fairfax Financial Holdings Limited is warning investors to steer clear of social media scams featuring false stock recommendations purported to come from chief executive officer Prem Watsa. Mr. Watsa..... takes to the stage once a year, at Toronto-based Fairfax’s annual meeting, for a detailed discussion of the company’s portfolio. Otherwise, Mr. Watsa.....stays conspicuously silent on what he is buying and selling.
"Over the past week, Mr. Watsa appeared to be taking a new approach. On Facebook, sponsored sites such as “Wealth Lighthouse” and “Equity Insider Club” ran advertisements on Monday and Wednesday featuring pictures of the Fairfax executive, with links to his supposed stock picks. “I am Prem Watsa, a well-known value investor based in Toronto, Canada, often called the ”Canadian Buffett,” said the ads. They urged viewers to click on a WhatsApp group to discover Mr. Watsa’s next “dark horse” stock recommendation.
"The advertisements are fraudulent.....On Friday, Facebook was still running advertisements featuring Mr. Watsa, one of which also included a Royal Bank of Canada logo. In an e-mail, Facebook parent Meta Platforms Inc. spokesperson Julia Perreira said the social media company constantly works to “detect and reject scam ads” on their platforms and, “when appropriate, block ad accounts from advertising with us in the future.” “However, because no enforcement is perfect, we encourage users to report suspected content so we can investigate,” she said, adding that scams are an industry-wide problem. “They have grown in scale and complexity, driven by persistent, well-funded groups that constantly evolve to evade enforcement,” she said."
(v) (other) press releases of the day:
(a) LSE/NYSE-listed (ADRs) BP p.l.c. announced yesterday in this press release the appointment of a new chair from outside the company, as follows:
"BP p.l.c. today announces that it has appointed Albert Manifold to succeed Helge Lund as chair of the company. He will join the company’s board on 1 September as non-executive director and chair-elect, and will take over as chair on 1 October. At that point, Helge Lund will step down as chair and as a director of the bp board.
"Albert was the Chief Executive Officer of CRH plc from January 2014 until December 2024......He is also a non-executive director at LyondellBasell, a global chemicals producer, listed on the New York Stock Exchange.....Dame Amanda Blanc, bp’s senior independent director......led the succession process on behalf of the board......."
(Note that BP has been under pressure from shareholders who have been "pushing for a turnaround", including activist hedge fund Elliott Investment which this April disclosed that it had "built an over 5% stake in BP" and was "calling for cost-cuts, divestments and a pivot back to the company's oil and gas roots", as reported in this Reuters piece yesterday, "BP names outsider Albert Manifold as chairman as investors push for turnaround.")
(b) On Nov.26/24, privately-held restaurant chain Subway IP LLP announced in this press release that its CEO would retire at the end of 2024, with Carrie Walsh, the company's President of Europe, Middle East and Africa to assume the role of Interim CEO "while a search is conducted to identify a permanent successor." Yesterday, Subway announced in this press release the appointment of a new CEO from outside the company "following a comprehensive search", as follows:
"Subway, one of the world's largest restaurant brands, today announced that Jonathan Fitzpatrick will join the company as Chief Executive Officer (CEO), effective July 28, 2025, following a comprehensive search. Previously, Fitzpatrick served in a range of senior leadership positions at Burger King......Fitzpatrick will work closely with Interim CEO Carrie Walsh to ensure a seamless transition....."
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