New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

Stinson - Corporate & Securities Law Blog

New York City Comptroller Scott M. Stringer and the New York City Pension Funds launched the “Boardroom Accountability Project 2.0.” The campaign seeks to make corporate boards more diverse, independent, and climate-competent.

Comptroller Stringer sent letters to the boards of 151 companies calling on them to publicly disclose the skills, race and gender of board members and to discuss their process for adding and replacing board members, known as the “board refreshment” process, with the Comptroller’s Office.

Comptroller Stringer is asking companies to use a standardized matrix to disclose the race and gender of their directors, along with board members’ skills. The matrix calls for disclosure of specific skills such as risk management and ethics, voluntary disclosure of sexual orientation and disclosure of director’s gender as male, female or non-binary.

In addition, Comptroller Stringer and the New York City Pension Funds are pressing companies to commit to working with them and other large, long-term shareowners to identify suitable independent candidates — including ones that bring diverse perspectives and other skills, such as climate expertise, to the boardroom.

Comptroller Stringer demonstrated in the past that he wields a potent club, as shown by his efforts to have companies adopt proxy access. While it is impossible to predict the ultimate outcome of this campaign, at the very least it will enjoy some notable successes.  As a result, there is a high probability the standardized matrix, or parts of it, will become common place.  Therefore, public companies that do not receive Comptroller Stringer’s letter should consider including all or part of the standardized matrix in their proxy statement.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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