Tag: board gender diversity

Conservative activist group challenges California’s board gender diversity law

It was only a matter of time.  As reported here on Bloomberg, a conservative activist group has filed a lawsuit, Crest v. Alex Padilla, in California state court on behalf of three California taxpayers seeking to prevent implementation and enforcement of SB 826, California’s Board gender diversity legislation. This appears to be the first litigation filed to challenge the new law. Framed as a “taxpayer suit,” the litigation seeks to enjoin Alex Padilla, the California Secretary of State, from expending taxpayer funds and taxpayer-financed resources to enforce or implement the law, alleging that the law’s mandate is an unconstitutional gender-based quota and violates the California constitution.

Board gender diversity reaches a new milestone

As reported by the WSJ, a new milestone has finally been reached for board gender diversity: there are no longer any companies in the S&P 500 with all-male boards!

Reaching just that one milestone has not exactly been expeditious.  According to the WSJ, one in eight S&P 500 boards was all male in 2012.  In 2019, women hold 27% of all S&P 500 board seats, up from 17% in 2012—certainly an improvement, but still far from anyone’s idea of gender parity. Progress seems to be even slower among companies in the Russell 3000 where, the WSJ reports, as of the first quarter of 2019, 376 companies still had all-male boards (19.3% women overall), reflecting a decrease from 457 in the fourth quarter of 2018 (18.5% women).

California Secretary of State publishes “report” about SB 826, California’s new board gender diversity mandate—UPDATED

This post updates an earlier post  on this topic to reflect information from a  conversation with a knowledgeable representative of the California Secretary of State’s office.  He was able to provide some insight about their process and clarify why some apparent inconsistencies were not really inconsistent.

As reported on thecorporatecounsel.net blog, the California Secretary of State has published on its website two spreadsheets, dated July 1, 2019, which apparently together constitute its mandated “report” under SB 826, California’s new board gender diversity mandate.  The first spreadsheet identifies 537 companies that the Secretary’s office views as subject to SB 826. The next spreadsheet identifies 184 companies that were apparently in compliance with the board gender diversity mandate as of that date.  According to the “methodology,” this data was based on information available for the review period from January 1 to June 30, 2019 in California and SEC filings, as well as information from the NYSE, Nasdaq and miscellaneous other online resources.   An updated report will be published on March 1, 2020.

California Secretary of State publishes “report” about SB 826, California’s new board gender diversity mandate

As reported on thecorporatecounsel.net blog, the California Secretary of State has published on its website two spreadsheets, dated July 1, 2019, which apparently together constitute its mandated “report” under SB 826, California’s new board gender diversity mandate.  The first spreadsheet identifies 537 companies that the Secretary’s office views as subject to SB 826. The next spreadsheet identifies 184 companies that were apparently in compliance as of that date.  According to the “methodology,” this data was based on information available for the period from January 1 to June 30, 2019 in California and SEC filings, as well as information from the NYSE, Nasdaq and miscellaneous other online resources.   An updated report will be published on March 1, 2020.  My own extremely brief spotcheck, however, revealed that these lists are not exactly, um, accurate. (But see this update.)

Is “stale” a big reason for “male and pale” boards?

Here is the lede from this WSJ article: “A stubborn paradox reigns across U.S. boardrooms: Companies are appointing more women to board seats than ever, yet the overall share of female directors is barely budging.” In comments to the WSJ, the managing director for corporate governance research at the Conference Board indicated that, in “the last two decades, there’s been a sweeping revolution in the field of corporate governance…. Yet if you look at the composition of the board, at its core, it remains the same at many public companies and quite resistant to change.’” Why is that?  It’s not, as some have suggested, a lack of qualified women board candidates.  Rather, according to the Conference Board, it’s that “average director tenure continues to be quite extensive (at 10 years or longer), board seats rarely become vacant and, when a spot is available, it is often taken by a seasoned director rather than a newcomer with no prior board experience.”

California’s board gender diversity mandate: will it matter?

As discussed in this article in Bloomberg Businessweek, a new analysis conducted by Bloomberg explores the potential impact of California’s new board gender diversity mandate, SB 826.  And what does it show?  The impact on  the composition of boards could be substantial—perhaps even a “sea change.” 

ISS posts 2019 policy updates

Yesterday, ISS announced updates to its policies for next year.  Like Glass Lewis a month ago, ISS is also—shall we say “unfriendly”— to boards of companies that submit to shareholders a charter or bylaw ratification proposal while excluding, as permitted under SEC rules and staff no-action positions, a conflicting shareholder proposal.  Below are some of the highlights of the ISS updates: