On the latest episode of the Governance Matters podcast we’re joined by Paul Sharobeem, associate general counsel and assistant secretary at Century Aluminum Company.  

He tells Natalie Bannerman about what it meant to him and his team to win the award for Best Proxy Statement (small cap) in 2024, ahead of this year’s Corporate Governance Awards ceremony in November. 

We also discuss the importance of balancing narrative with regulatory compliance in corporate reporting, the challenges Century Aluminum is facing in the current climate and some top tips for those wanting to craft an award-winning proxy for themselves. 

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This month on the Governance Matters podcast, we're proud to unveil the latest addition to our team: Natalie Bannerman, who is taking on the mantle of senior reporter.

A former telecoms and infrastructure journalist, a role she held for nearly seven year, Natalie also worked in the B2C startup space, covering lifestyle, arts and culture reporting.

She speaks to us about her current projects, what she has made of 2025's busy proxy season and what she is looking forward to covering in the world of governance, risk and compliance.

There's also more information about the nomination process for the upcoming Corporate Governance Awards, with the deadline for entries falling later this week. To submit your entry to the awards, find the entry form here.

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How much can lawyers lean on AI to help them with their jobs? Well, according to a new academic study, it may be more reliable than previously thought.

A new study from researchers at the University of Minnesota and University of Michigan law schools seems to provide the first empirical evidence that AI tools can consistently improve the quality of legal analysis across various tasks.

We speak with Daniel Schwarcz, professor at the University of Minnesota Law School, and Kari Endries, assistant secretary and managing counsel at Chevron, to find out more about the implications for governance professionals.

To read the whole paper, click here: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5162111

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Many governance experts involved in the shareholder proposal process are asking questions following the release of new SEC guidance that essentially reverses a Biden-era staff legal bulletin (SLB) on the parameters and reasoning by which companies may seek the go-ahead to exclude resolutions from their proxy statements.

Overall, the division of corporation finance’s move will likely lead to fewer ESG-related proposals making their way to a vote at AGMs, posing questions about what happens this year and how proponents will respond in the future.

Many experts are waiting to see what happens in the short term given that the guidance arrived at a time when many companies have already received a 14a-8 verdict for their 2025 AGM under the old guidance while others are awaiting a response from the SEC under the newly issued SLB. Others could still file no-action requests.

In the latest episode of our Governance Matters podcast, we hear from Beth Sasfai, partner in Cooley’s public companies group and leader of the law firm’s ESG and sustainability advisory practice. Among other things, Sasfai is an expert adviser to companies on shareholder proposals. She shares her thoughts on the potential impact of the new guidance for companies and proponents this proxy season and beyond.

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Executive compensation has been a focus for the SEC in recent years, with new rules in areas such as clawbacks and insider trading. The agency has also turned its enforcement eye to companies’ disclosures around executive perquisites, or perks.

Our guest for this month’s episode of the Governance Matters podcast is Neil McCarthy, co-founder and chief product officer of DragonGC. He says there has been a particular enforcement focus on executives’ use of aircraft. He also explains that there is a growing focus among companies on how to report – or not report – on personal security expenses for executives, a concern sparked in part by the murder last year of UnitedHealthcare CEO Brian Thompson.

To take part in Governance Intelligence's online survey about succession planning, please click here or visit https://emea.focusvision.com/survey/selfserve/21d9/240801

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When Governance Intelligence presented its 17th annual Corporate Governance Awards recently, Helle Bank Jorgensen, founder and CEO of Competent Boards, received the lifetime achievement award.

In a series of episodes of the Governance Matters podcast we have been talking to some of the Corporate Governance Awards winners about the efforts behind their success and challenges they see in the coming year. In this episode we hear from Jorgensen about her work in the field of governance and sustainable business practices, including her thoughts on anti-ESG efforts and the role of boards in terms of their companies’ ESG programs.

Governance Intelligence also talks to Nicolas Leroux, CEO of Odyssey by Kalexius. Every year brings both evolving and unique challenges to those working in entity management, and 2025 certainly looks set to be no different.

Click to listen and subscribe on Apple podcasts, Spotify and Acast.

This month’s episode is brought to you in partnership with Odyssey by Kalexius.

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Governance Intelligence recently presented our 17th annual Corporate Governance Awards at a gala event in New York, where a few hundred of the best and brightest in the profession got to let their hair down while celebrating success in the field.

The awards honor outstanding achievements by the profession in areas such as hosting AGMs, compliance and ethics programs, ESG reporting, entity management, use of technology, proxy statements, investor engagement and corporate transactions.

In a series of episodes of our podcast Governance Matters we’re talking to some of the winners about the work that helped them land their awards and some of the challenges they see in the coming year.

Nasdaq had quite the bumper evening at the awards. The company won the titles for governance team of the year (large cap), best director training and education program and best ESG reporting (large cap). It was also nominated in the best global entity management category.

In this episode, I speak to Erika Moore, corporate secretary and deputy general counsel at Nasdaq, about the details of the company’s award-winning director training and education program, its first governance roadshow and her team’s successful approach.

The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals. The series looks at how the roles of governance professionals and the board – as well as the landscape in which they operate – are evolving.

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Director training and education is one of the keys to ensuring boards can fulfill their duties while adapting to changing circumstances affecting the company. Corporate secretaries and other governance professionals play the central role in planning for necessary information to be passed to the board, either from themselves or through in-house or external advisers.

There’s no one-size-fits all approach but there are important lessons to help the board succeed and avoid potential problems. An effective director training program helps create a foundation for a high-functioning board that can oversee risk and strategy effectively while understanding the needs and interests of shareholders and other stakeholders.

An unsuccessful program can have the reverse effect. ‘If a director speaks to an institutional investor and [he or she is] not prepared it can have implications for the organization,’ says Joan Conley, board member at EJF Acquisition Corp and Tigo Energy and former corporate secretary of Nasdaq, in Governance Intelligence’s recent Governance Playbook on the topic, which contains advice from a range of experts.

One of those experts is Angela Grant, chief legal officer and corporate secretary at Palomar Holdings, who in the latest episode of the Governance Matters podcast discusses how director training works at her company, how to identify the kind of topics directors might need more information on and bringing in outside experts, among other things.

The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals. The series looks at how the roles of governance professionals and the board – as well as the landscape in which they operate – are evolving.

From ESG and entity management to shareholder engagement, regulation and technology, hear from governance experts and leading advisers about the latest public company governance matters.

Click to listen and subscribe on Apple podcasts, Spotify and Acast.

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