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Global Newsletter & Insights Series
Dr. Martha L. Carter is Vice Chairman and Head of Governance Advisory with Teneo. She advises CEOs and boards on corporate governance, sustainability, activism defense, executive compensation, shareholder engagement, strategy, and other matters. Martha sits on the Advisory Council of the Harvard Corporate Governance Forum and previously sat on the Markets Advisory Council at the Council of Institutional Investors (CII). She has certifications in SASB and TCFD reporting frameworks.
Previously, Martha was the Head of Global Research at Institutional Shareholder Services (ISS) and Chair and Founder of the ISS Global Policy Board. At ISS, Martha led Global Research’s team of governance analysts in 10 offices worldwide. Martha’s team provided institutional investors with research and voting recommendations on more than 38,000 companies in 115 markets.
Martha has been quoted in media worldwide and has been a speaker at corporate governance events. She has also written articles for a number of publications, including: NYSE: Corporate Governance Guide; International Foundation of Employee Benefit Plans Benefits Magazine; ICGN Yearbook; and Financial Analysts Journal. In 2022, she was named one of the Top 25 Women Leaders in Consulting by The Consulting Report.
Martha holds a Ph.D. in finance from George Washington University, an M.B.A. in finance from The Wharton School, University of Pennsylvania, and undergraduate degrees in mathematics and French from Purdue University.
With the 2024 US proxy season nearly in the rear-view mirror, a few key trends and takeaways have emerged. Amidst an uncertain regulatory and political landscape, investors have remained supportive of management on average, as indicated by the modest increase in average voting across management proposals. Concurrently, the number of…
Anti-diversity, equity and inclusion (DEI) activity is not new, but it is intensifying, having been emboldened by the Supreme Court ruling on Affirmative Action in higher education and the divisive nature of current politics and policy. Corporations are navigating lawsuits, retraction letters, calls for EEOC investigations and…
The 2024 proxy season is expected to be a challenging period for companies to navigate. The upcoming U.S. presidential election has fueled further political divide on ESG topics, and that political divide continues to complicate the domestic landscape. Outside of the U.S., Europe and other markets continue to mandate company…
The 2023 proxy season reflected a post-pandemic “return to normal” with investors balancing increased focus on financial materiality with ESG considerations. Below are our top 11 takeaways from the 2023 proxy season. 1: Institutional investors go all-in on financial materiality. Walking a thin line in a divided world of ESG,…
Since we published our last study on U.S. sustainability reports 12 months ago, political attacks on ESG have escalated heading into the 2024 U.S. presidential campaign. As a result, companies are now facing critical questions on how to communicate their ESG strategies and initiatives, especially within…
Samantha Woods, Sustainability Director, Swire Coca-Cola; Mehul Thakkar, APAC Head of ESG Issuer Relations, MSCI Inc.; and Martha Carter, Vice Chairman & Head of Governance Advisory at Teneo joined Mark Watson, Senior Managing Director and Head of APAC ESG Advisory, Teneo to discuss the ever-changing ESG…
U.S. companies are facing a new challenge in 2023 – communicating their ESG strategies in the middle of an intense anti-ESG political campaign. To help companies navigate this landscape, we have provided the below key considerations for communicating strategies within 2023 ESG reports, websites, press releases, social media, proxy statements…
On October 28th 2022, the SEC adopted the final compensation-related rule of the Dodd Frank Act, requiring companies to recoup compensation that was previously awarded to certain executives based on false information. Whereas companies were able to implement other Dodd-Frank compensation-related rules without fundamentally changing their pay plans (such as…
Earlier this year, Republican Senators introduced the “INDEX” Act that would require passively managed funds to vote proxies in accordance with the instructions from their clients. The proposed bill followed the announcement of BlackRock’s “Voting Choice” initiative that provides clients the option to vote proxies themselves. Vanguard and SSGA have…
With the 2022 midterm elections nearly in the rearview mirror, has the momentum towards ESG shifted, or is the backlash that was growing around ESG still gaining ground? The meteoric rise of ESG over the past several years was predicted to receive pushback at the hands of a Republican Congress.
In 2022, global companies have encountered a fractured ESG landscape marked by widely divergent views. On the one hand, regulators are mandating more robust ESG disclosures from both companies and institutional investors. Regulators are also cracking down on so-called “greenwashing” – trying to hold companies accountable…
On August 25, 2022, the Securities and Exchange Commission adopted final rules on company pay for performance disclosure required under the 2010 Dodd-Frank Act. To help companies prepare for 2023 proxy statements and annual shareholder meetings, we summarize below the key elements of the final rules, how key stakeholders (activists,…
The 2022 proxy season was marked by external turbulence with a considerable ESG impact. In the wake of the still ongoing pandemic, companies faced new black swan events such as the war in Ukraine and navigated rising inflation, high oil prices and continued supply chain issues. Executives, directors and even…
The comment period for the U.S. SEC’s proposed rule on climate-related disclosure ended on June 20th. Thousands of comments were submitted by companies, investors, trade associations and individuals. To help companies plan for their future climate disclosures and shareholder engagement, we have provided a summary of the six (6) issues…
On May 25th, the SEC proposed two rules that seek to provide the market with greater clarity on how funds incorporate ESG factors into their investment activities. While the SEC’s proposed rules are directed at investment companies and mutual funds, other companies are likely to be impacted as well. The…
In a stated desire to standardize company ESG disclosures and provide investors with comparable information, the U.S. Securities & Exchange Commission (“SEC”) has proposed its climate-related disclosure rule for U.S. publicly-traded companies and certain foreign issuers. A brief summary of the proposed rule is provided below. We have also analyzed…
Those of a certain age may remember the 1980s “I Want My MTV” campaign demanding that the popular music television station be included in all cable lineups. Over 30 years later, major institutional investors have launched a similar campaign demanding that a different three-letter acronym – ESG – be included…
Amid the ESG (Environmental, Social and Governance) investing revolution, companies are currently grappling with how to incorporate ESG measures, particularly those relating to DEI (diversity, equity and inclusion), into their executive compensation programs. We reviewed 68 companies that disclose DEI metrics in their executive compensation design…
The International Financial Reporting Standards (IFRS) Foundation, an organization responsible for setting global accounting standards, launched the International Sustainability Standards Board (ISSB). The ISSB will work to establish a singular, global ESG disclosure framework for corporates. The Value Reporting Foundation (VRF) - which includes the Sustainability Accounting Standards Board (SASB)…
The significant events of 2020 have caused companies, institutional investors and regulators to re-energize their efforts towards sustainability initiatives. Institutional investors have dramatically enhanced their focus on issues relating to climate, diversity, human capital management and board governance (collectively, “ESG”). Under the Biden Administration, U.S. regulators are on the verge…
At his March 2nd confirmation hearing before the Senate Banking Committee, President Biden’s nominee to chair the Securities and Exchange Commission, Gary Gensler, voiced support for the SEC’s role in strengthening corporate diversity. In response to questioning from Sen. Pat Toomey (R-Pennsylvania) arguing that corporations should not face mandates to…
A Biden Administration will certainly have a tremendous impact on ESG issues such as climate change, racial justice and healthcare. Consequently, companies are going to be impacted in a variety of ways on ESG issues, ranging from increasing climate regulation and penalties to criminal justice and diversity. Teneo has written…
The rise of ESG investing has resulted in an evolving and sometimes confusing set of ESG acronyms. Companies often struggle to make sense of the hundreds of ESG ratings, rankings, indexes and disclosure frameworks in the marketplace. On September 22nd, the World Economic Forum, the International Business Council and the…
Below please find key take-outs from our September 17th panel with the Rt Hon Claire Perry O'Neill, Managing Director, Climate and Engergy, World Business Council for Sustainable Development; James Harding, Co-founder of Tortoise Media, former editor of The Times and former Director of BBC News; David Blood, Founder and Senior…
Barbara G. Novick, Martha Carter, Matt Filosa and Jerome Hauer, Ph.D join Kevin Kajiwara to discuss the reopening of the American economy and the rise of ESG investing. Listen to the Call Kevin Kajiwara (KK): Well, good day, everyone.
The once-in-a-hundred years global pandemic and once-in-a-generation global protests have created a seminal moment for companies and their leaders to reestablish and reinforce the basic tenets by which they run their businesses. The expansiveness of the role of the CEO and the board, as demonstrated by ESG, will continue. The changes…
Jerome Hauer, Ph.D, Gabriel Wildau, Martha Carter, Orson Porter, and Tony Sayegh join Kevin Kajiwara to discuss the latest updates and developments regarding the effect of the coronavirus. Listen to the Call Kevin Kajiwara (KK): Good morning everyone or…
Top 10 Questions Companies Should Expect from Shareholders This Proxy Season and Beyond. Health and safety are obviously the world’s top priorities right now. A number of companies are taking bold action to help mitigate the extraordinary global impacts of the coronavirus crisis. But unlike prior crises, companies are navigating…
Courtney Adante, Jerome Hauer, Ph.D, Jonathan Wackrow, Martha Carter, Orson Porter, Stephen Cohen and Wolf Piccoli join Kevin Kajiwara to discuss the latest updates and developments regarding the effect of the coronavirus. Listen to the Call Kevin Kajiwara…
Key Takeaways Many US companies are considering holding virtual-only shareholder meetings or adding a virtual component to create a hybrid meeting, in light of the COVID-19 crisis. Negative shareholder perception has previously made companies slow to adopt virtual annual meetings, but public health concerns may make them a necessity. The…
On November 5, 2019, the Securities and Exchange Commission voted 3-2 along party lines to issue proposed rules governing the submission and resubmission of shareholder proposals for inclusion in company proxy statements and establishing new regulations for proxy advisory firms. The proposed rules include a wish list of changes long…
The purpose of corporations, the structure of their boards and the nature of their directors are no longer just abstractions. Now, corporations must seek to diversify the homogenous nature of directors, including their historically similar backgrounds, education and networks. Also, to be sought are broader board actions that go beyond…
On August 21, 2019, the Securities and Exchange Commission issued new guidance clarifying the role of proxy advisory firms in the voting process. The guidance has important ramifications for proxy advisory firms and the public companies that are the subjects of their research and recommendations. While the August 21st guidance…
Think like an activist. Review board composition and governance structure for potential vulnerabilities, make sure you have a defense plan, and understand any changes in your ownership base. Don’t forget corporate culture and purpose. One of the successful activist campaigns last year was the Vote-No Campaign that Elaine Wynn launched…
Teneo’s Martha Carter, Head of Governance Advisory, and Matt Filosa and Sean Quinn, both senior members of Teneo’s Governance Advisory team, discuss the continued market volatility and its effects on corporate governance and ESG issues, including advice on how a company’s institutional investors may view issues such as executive compensation,…
You have heard of ISS. You have heard of Glass Lewis. But have you heard of Sustanalytics? RobecoSAM? RepRisk? These are firms that specialize in rating how companies manage the risks of environmental, social and governance issues. Like better known proxy advisors, these ESG firms can have significant impact on…
November was a busy month for corporate governance, including: (i) newly proposed legislation on proxy advisory firms; (ii) SEC proxy voting roundtable held on November 15th; and (iii) updated ISS and Glass Lewis proxy policies announced in November. See our September client insight on proxy advisor regulatory reform for related…
With the spotlight on boards continuing to intensify, the role of individual directors and the effectiveness of the board as a high-functioning team have taken on even greater importance. While board refreshment, c-suite succession planning, diversity and inclusion, executive compensation and cyber security are not new board matters, they have…
The Changing Dynamics In a move that could have a far-reaching impact on companies, the U.S. Securities and Exchange Commission recently announced that it has withdrawn two guidance letters relating to how investors use proxy advisors. These withdrawals by the SEC, along with its stated rationale for the withdrawals…
A discussion between Dr. Martha Carter, Head of Teneo Governance and Sean Quinn, Senior Vice President with Teneo Governance. Moderated by Kevin Kajiwara, Co-Head of Teneo Intelligence. Dr. Martha Carter and Sean Quinn discuss significant developments in corporate governance, drawing on their decades of proxy advisory experience to…
As most public companies approach the start of Proxy Season 2017, investor voting policies and the hottest trends in corporate governance are important content that highlight issues companies will face at their annual meetings. Equally important are the practical considerations for how to navigate the proxy advisors, engage with investors,…
Diversity, Collective Skills Are Both Key Requirements The business landscape is constantly changing. For the Board of 2018, governance issues will no longer be optional in the overall business strategy, but paramount in achieving its long-term goals. Boards that are complacent about this trend will be more prone to attacks…
Corporate Leadership in the Stakeholder Era
