Governance Intelligence

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– The SEC and the CFTC have launched a joint request for public comment aimed at ‘clarifying and harmonizing’ derivatives product definitions under the regulatory framework established by the Dodd-Frank Act. The initiative seeks feedback on whether current definitions, interpretations and jurisdictional boundaries are still suitable as financial markets, products and trading practices continue to evolve.

Responsible corporate governance depends on giving shareholders practical opportunities to make their voices heard. But while retail investors represent a meaningful portion of US public company ownership, their participation in proxy voting has historically trailed that of institutional investors. Now, an innovation in proxy voting could help support broader retail participation: Standing Voting Instructions. The concept is simple.

Board members are receiving hundreds of pages of material ahead of meetings, yet many still say the information is too long, too detailed and not focused enough on strategy, research shows.

Broadway Financial, parent company of City First Bank, has named Tina Carew as its new EVP, chief legal officer and corporate secretary. Carew enters the role with more than 29 years of experience advising boards and senior executives on regulatory compliance, capital markets and complex corporate transactions. Before joining Broadway Financial, Carew served as VP, general counsel and corporate secretary of Invesco Mortgage Capital.

On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannerman speaks to Katie Perry, marketer, financial creator, capital markets strategist and retail investing expert. She is also the author of the book Ticker Shock: A Playbook for Investor Relations, Communications, and Leadership in the Age of Retail Investors.

US shareholders have once again overwhelmingly rejected anti-DEI proposals in the current proxy season, research shows, with shareholder advocacy group As You Sow arguing that there is continued investor support for workforce diversity initiatives. According to As You Sow and data summarized by the Harvard Law School Forum on Corporate Governance, 43 anti-DEI resolutions were filed during the current proxy season.

– Microsoft is facing a potential class-action lawsuit from shareholders who allege the company misled investors about slowing growth in its Azure cloud business and the amount of spending required to support its AI plans. As reported by Reuters (paywall), the lawsuit was filed in federal court in Seattle by a Michigan pension fund after Microsoft’s shares fell 10 percent on January 29, following a weaker-than-expected earnings report.

Tariffs introduced by US president Donald Trump are showing up in an unusual place: executive pay. New research from DragonGC, titled Tariff disclosures and executive compensation: S&P 500 2026 proxy analysis, has found that companies across the index used this year’s proxy statements to explain how sweeping US trade measures affected incentive plans, payout decisions and the way compensation committees judged management performance.

Kevin Bohl has been named as interim general counsel, ethics and compliance officer and corporate secretary as Ventas. Bohl, who was named governance professional of the year (large cap) at the 2024 Corporate Governance Awards, takes over from Carey Roberts who has announced plans to resign from the company as of June 26.