Yesterday, Corp Fin announced that its Chief Accountant Mark Kronforst will leave in about a month after serving in that role for 4 years (and in Corp Fin for 14). Kyle Moffatt will serve as Acting Chief Accountant upon Mark’s departure…
D&O Questionnaires: How to Address Board Diversity?
A few months ago, a member posted this question in our “Q&A Forum” (#9223): “We received the letter from the New York City Pension Funds requesting a director matrix that discloses gender and race/ethnicity of the directors. If companies do end up agreeing to this, are they including in the questionnaire a request for how the director self-identifies by race/ethnicity (and perhaps even LGBTQ status)?”
This was Liz’s answer:
I wouldn’t add this type of question to the D&O questionnaire without first talking to the board’s governance committee about the NYC letter and coming up with a plan. Part of that plan may be to include a matrix in the proxy statement, or at least have some general disclosure about the board’s diversity. If that’s what is agreed on, then you could include this in the questionnaire and explain the context to the board. They will also need to understand that some people may decline to answer. These issues can be complex.
And one thing to keep in mind during these discussions is that while boards may support diversity and the female and minority directors in particular may believe in its importance, no one wants to feel like they are on the board for that sole reason or that there is even any suggestion of that. The NYC Comptroller’s initiative is a new development and we’ll be watching how practices evolve…
Our December Eminders is Posted!
– Broc Romanek