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Aug 09, 2024

The week in GRC: Starboard Value engages with Autodesk board and companies try to keep politics out of the workplace

This week’s governance, compliance and risk-management stories from around the web

Reuters (paywall) reported that Logitech International co-founder Daniel Borel called for shareholders at the Swiss-American company to find a new board chair this year to replace Wendy Becker, who recently announced she would not stand for re-election in 2025.

In an open letter, Borel said shareholders should not wait until next year to install a new chair on the board. He has proposed board member Guy Gecht be chosen at the firm’s AGM, tentatively scheduled for September 4. Logitech did not immediately reply to a Reuters request for comment on the letter from Borel, who holds the honorary position of chair emeritus at the company.

– According to The Wall Street Journal (paywall), many business people are trying to keep politics out of the workplace this election cycle, a goal that many others are finding all but impossible to achieve as former president Donald Trump and Vice President Kamala Harris head into the final 90 days of the US presidential campaign. This summer’s dramatic political developments have put talk of the election back into US offices, Slack channels, break rooms and work sites, complicating matters for companies that hope to minimize disagreements among colleagues. A number of companies are finding that ignoring political discourse altogether may be unrealistic in an election campaign that is proving to be so unpredictable and all-consuming.

‘I don’t think you can create an environment of zero politics,’ said Jon Vander Ark, CEO of trash hauler company Republic Services. ‘This is what people talk about. It’s on their minds.’ Republic employs roughly 42,000 people and Vander Ark said he knows his workforce has a range of political views. He has told leaders he wants managers to emphasize civility between colleagues.

Reuters reported that, according to an analysis, demand for law firms’ transactional practices is on the rise after nearly three years of sluggish performance in one of several strong economic indicators for firms. Demand for corporate transactional work, which can include contract drafting, real estate deals and bank financing, was up 2.2 percent in the second quarter compared with the previous year, according to the Thomson Reuters Institute’s Law Firm Financial Index. That contributed to a 2.4 percent increase in overall law firm demand compared with the same time period for the previous year.

Alongside a 6.6 percent increase in billing rates and a relatively modest 5.3 percent growth in direct expenses, US law firms are collectively in one of their strongest financial positions of the past decade, the report said. Profits per equity partner rose 8.8 percent over the past year, the index found.

– A federal judge ruled that Google engaged in illegal practices to preserve its search engine monopoly, the WSJ reported. Google, which performs about 90 percent of the world’s internet searches, exploited its market dominance to stamp out competitors, said US District Judge Amit Mehta in Washington, DC in the ruling.

‘Google is a monopolist and it has acted as one to maintain its monopoly,’ Mehta wrote in his decision, in which he also faulted the company for destroying internal messages that could have been useful in the case. Mehta agreed with the central argument made by the US Department of Justice (DoJ) and 38 states and territories that Google suppressed competition by paying billions of dollars to operators of web browsers and phone manufacturers to be their default search engine.

Kent Walker, president of global affairs at Google parent Alphabet, said the company planned to appeal the ruling. ‘This decision recognizes that Google offers the best search engine but concludes that we shouldn’t be allowed to make it easily available,’ he said in a written statement that quoted complimentary passages from Mehta’s decision. ‘As this process continues, we will remain focused on making products that people find helpful and easy to use.’

DoJ antitrust chief Jonathan Kanter said the decision ‘paves the path for innovation for generations to come and protects access to information for all Americans.’

CNBC reported that, according to a presentation, activist investor Starboard Value has been engaging with the board of Autodesk as it presses the company to improve its operations and financial performance. Starboard wants Autodesk’s board to reassess whether CEO Andrew Anagnost is the right person to lead the company forward, according to the presentation. Starboard is also pushing for cost cuts and a realigned executive compensation plan and says the company has missed or is on course to miss every investor day commitment it has made since 2018.

An Autodesk spokesperson said in a statement that the company’s board and management team had multiple conversations with Starboard in recent months and had invited the activist to present to the full board. ‘There is always more work to do, and we remain focused on delivering substantial value for all stockholders,’ the Autodesk spokesperson said.

– According to Reuters, Siemens’ supervisory board plans to speed up the transition to a technology-focused enterprise by expanding its management board to seven members from five. Peter Körte, head of strategy and technology, and Veronika Bienert, head of Siemens Financial Services, will join the management board on October 1. Supervisory board chair Jim Hagemann Snabe will run for re-election for a two-year term at the company’s AGM in February.

‘We have the right strategy. [But] a company with 324,000 employees and €80 bn [$87 bn] in revenue can benefit from a larger board,’ Snabe said. ‘I want to accompany the newly formed board for another two years to accelerate growth.’ He also said AI is a key focus for Siemens as it aims to leverage the technology for industry ahead of its competitors.

– Qantas is cutting former CEO Alan Joyce’s exit bonuses by A$9.3 mn ($6 mn) after an external review found him responsible for measures alienating travelers, employees and shareholders during the Covid-19 era and beyond, according to Reuters. ‘There was too much deference to a long-tenured CEO who had endured and overcome multiple past operational and financial crises,’ noted the report by McKinsey & Co senior adviser Tom Saar.

‘[Qantas] had a ‘command and control’ leadership style with centralized decisions and an experienced and dominant CEO,’ the report stated, adding that the Qantas board had ‘limited visibility or appreciation of the manifestation of this cultural characteristic.’ The report noted that the company had already replaced some directors and top managers, was resetting its relationships with external stakeholders and had brought in a stricter internal approval process for CEO share sales.

Ben Maiden

Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...