Registry round-up

​Governance Podcasts

A new corporate governance podcast series has been launched by Freshfields Bruckhaus Deringer that looks at core governance topics for public companies from a big picture perspective.

Highly relevant for those new to a governance role or those seeking a refresher, the episodes are on average 10 minutes long and can be listened to on a one-off basis. Topics covered include

• Taking control of the narrative
• Virtual shareholder meetings
• C-suite succession planning
• Intercompany communications
• Human capital management
• Secrets of board evaluations
  

European Company Law and Corporate Social Responsibility

The European Commission have published a study that provides an overview of the CSR policies and legislation within several key member states of the EU. The study looks at France, Germany, Italy, the Netherlands, Poland and Spain and pays particular attention to due diligence.

Nasdaq – Board Diversity Listing Requirements

Nasdaq have filed a proposal with the Securities and Exchange Commission (SEC) to amend a listing rule that will require listed companies to:

• Disclose board diversity data in a prescribed format within a year of the date of the approved rule change via a disclosure in their shareholder meeting proxy or on their corporate website;
• For companies listed on the Global Select Market or the Global Market tiers to have or explain the absence of one diverse director within two years of the rule change and to have or explain the absence of two diverse directors (one female director and one underrepresented minority or LGBTQ director) within four years.
• For companies listed on the Capital Markets tier to have one diverse director within two years or explain the absence and have at least two within five years or again explain their absence.
  

Smaller reporting companies and foreign issuers may meet the new requirements with two female directors and will take into account home country variations on diversity for foreign issuers.

Board ESG Oversight Guide

PwC have released a new guide aimed at aiding directors' in ESG oversight. ESG Oversight: The Corporate Directors' Guide is designed to give readers the 'what', 'why', and 'how' of oversight by explaining high-level terminology, reporting, investor, regulator and other stakeholder interests. It also provides information on disclosure frameworks and standards including TCFD.

The guide suggests dividing oversight responsibilities across the board and key committees.