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What Boards Should Look for in Corporate Ethics and Compliance Programs

Strong corporate ethics and compliance (E&C) programs are being demanded by the public and regulators in light of recent scandals, but the parameters for a successful E&C program have not always been clear or accessible to directors. Five principles for high-quality E&C programs are provided to directors in this blog highlighting the Ethics & Compliance Initiative’s recent research and report.

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Apple Ordered to Pay Up to $14.5 Billion in EU Tax Crackdown

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Bloomberg (Aug. 30, Doyle, Bodoni) is reporting that Apple Inc. has been "ordered to repay a record 13 billion euros (US$14.5 billion) plus interest after the European Commission said Ireland illegally slashed the iPhone maker's tax bill." The world's richest corporation benefited from a "selective tax treatment" in the country that gave it a "significant advantage" over other companies, charges the European Union regulator in its biggest tax penalty in a three-year crackdown on sweetheart fiscal deals granted by EU nations. Apple has pledged to oppose the decision, which also risks stoking a battle with the United States. Nevertheless, EU Competition Commissioner Margrethe Vestager asserts that "selective treatment allowed Apple to pay an effective corporate tax rate of 1 percent on its European profits in 2003 down to 0.005 percent in 2014."

BBC News (Aug. 30) notes that Ireland itself with also be fighting back. Michael Noonan, the country's finance minister, said he disagrees "profoundly" with the decision and will spearhead the appeal. Noonan wrote in an official statement: "The decision leaves me with no choice but to seek cabinet approval to appeal. This is necessary to defend the integrity of our tax system; to provide tax certainty to business; and to challenge the encroachment of EU state aid rules into the sovereign member state competence of taxation."

According to the New York Times (Aug. 30, Kanter, Scott), the European Commission has indeed aggressively taken measures to stamp out sweetheart tax deals that nations strike with multinational companies. In addition to Apple, the campaign has also ensnared Amazon in Luxembourg, Anheuser-Busch InBev in Belgium, and Starbucks in the Netherlands. But U.S. officials have cautioned that the commission is overstepping its power considering that taxes are typically left to national governments to oversee. "They also emphasized that such cases undermine continuing efforts to overhaul global policies and create measures to curtail tax avoidance," notes the Times. "Since early this year, Vestager and Jacob J. Lew, the United States Treasury secretary, and their teams have met regularly to discuss Europe's state-aid tax investigations." A week ago, Lew's agency issued a report criticizing any efforts to claw back taxes from U.S. firms.

Abstract News © 2016 INFORMATION, INC.

Consumer Confidence in U.S. Climbs to an Almost One-Year High

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Consumer confidence rose to an almost one-year high in August as Americans are finding assurance in strong employment and rising pay, reports Bloomberg (Aug. 30, Laya). The Conference Board's confidence index increased to 101.1 from 96.7, signaling favorable business and labor market conditions. Additionally, the present conditions gauge increased to 123, its best reading in nine years. The largest share of respondents since March 2015 expect their incomes to increase in the next six months, and 14.2 percent believe more jobs will be available in six months -- up from 13.5 percent. Short-term expectations regarding business conditions also improved.

Abstract News © 2016 INFORMATION, INC.

David's Bridal Says Its CEO Has Stepped Down

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David's Bridal CEO Pam Wallack has left the company and Chairman Paul Pressler has agreed to replace her, ABC News (Aug. 30) is reporting. As of press time, the company had declined all comment on the reasons for Wallack's exit after three years at the helm. "Pressler is a partner at the private equity firm Clayton, Dubilier & Rice that acquired David's Bridal from another private equity firm in 2012, and has also served as president of Walt Disney's retail division and CEO of Gap Inc.," notes ABC. Dave's Bridal is a Pennsylvania-based retail chain that operates more than 300 stores in 45 states.

Abstract News © 2016 INFORMATION, INC.

NZX Seeks to Change Its Corporate Governance Best Practice Code, Asks for Feedback

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New Zealand Exchange Ltd., or NZX, is seeking feedback on proposed changes to its corporate governance best practice code, states the New Zealand Herald (Aug. 31, Underhill), including a published code of ethics, rules about share trading, and greater transparency over board appointments and CEO pay. The market operator launched the review in order to bring its code into line with best practice and to reflect the Financial Markets Authority's corporate governance principles and guidelines handbook. "The new NZX Code aims to streamline corporate governance reporting requirements in New Zealand to improve transparency for investors and drive better engagement in our markets," remarks Hamish Macdonald, NZX's head of policy and legal.

Abstract News © 2016 INFORMATION, INC.

SEC Awards $22 Million to Ex-Monsanto Executive Through Whistleblower Program

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An ex-Monsanto Co. executive who tipped the SEC off to accounting improprieties involving the company's No. 1-selling Roundup product has been awarded more than $22,437,800 from the agency's whistleblower program, confirms Reuters (Aug. 30, Barlyn). The award was tied to an $80 million settlement between the SEC and Monsanto back in February, according to attorney Stuart Meissner in New York. This marks the agency's second biggest payout under the program. "Meissner declined to reveal the whistleblower's identity," notes the wire service.

Abstract News © 2016 INFORMATION, INC.

More Employers Boost Benefits for Interns

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More companies are offering interns benefits such as access to retirement savings plans this year, according to a recent National Association of Colleges and Employers survey of internship programs at 271 large companies cited by the Wall Street Journal (Aug. 30, Bazzaz). The portion of companies offering 401(k) plans grew from 8.8 percent to more than half of employers in the past nine years. A company-matched 401(k) plan ranked fourth in the list of preferred employer benefits, according to the research.

Abstract News © 2016 INFORMATION, INC.

BHP Billiton Scraps CEO's Bonus

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MarketWatch (Aug. 30, MacDonald) reports that BHP Billiton Ltd.'s board of directors has scrapped CEO Andrew Mackenzie's short-term incentive bonus for the year ended June 30. The decision comes after a mining-dam failure in Brazil killed 19 people and contributed to the company's worst annual loss in history. In addition, the bonuses of other senior BHP executives will be slashed by varying amounts, stated an unnamed spokesman for the world's biggest mining company by market value. No official word has been given as to whether Mackenzie's other benefits, such as his pension, will be affected. "The details of senior management's compensation package will be unveiled in full when BHP's annual report is published in a couple of weeks time," concludes the publication.

Abstract News © 2016 INFORMATION, INC.

Mitsubishi Overstated Its Mileage for 8 More Models, Japan Says

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Japan has ordered Mitsubishi Motors to halt domestic sales of eight car models after the automaker was found to have overstated the vehicles' fuel economy, states Reuters (Aug. 30). Four other Mitsubishi models were investigated for falsified fuel readings earlier this year and were pulled from the market in April. The company has admitted to using unapproved mileage calculation methods for 25 years, with an internal investigation uncovering poor governance and excessive pressure on engineers. The ordeal has prompted Mitsubishi to seek financial assistance from Nissan, which has bought a one-third stake. The automaker expects a net loss of $1.4 billion this year as a result.

Abstract News © 2016 INFORMATION, INC.

Fischer Says Fed Must Set Its Rate Path Based on Incoming Data

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According to Bloomberg (Aug. 30, Smialek), Federal Reserve Vice Chairman Stanley Fischer on Tuesday said incoming economic data will determine the trajectory of interest-rate increases. Fischer, speaking on Bloomberg Television, was asked if a solitary rate increase was possible. His reply: "We can choose the pace, but we choose the pace on the basis of data that's coming in." Fed officials are now trying to assess whether they are close enough to achieving their dual mandate of stable prices -- which they try to hold close to 2 percent -- and full employment to justify their second interest-rate hike since the global financial crisis. While there remains pessimism about growth, Fischer said "that problem is largely about productivity growth, something which is very hard to control by policy makers." The policy-setting Federal Open Market Committee meets next on Sept. 20-21.

Abstract News © 2016 INFORMATION, INC.

Tribune Media Inks Deal to Sell Tribune Tower to Developer

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CIM Group has agreed to purchase the landmark Tribune Tower in Chicago for up to $240 million, reports the Chicago Tribune (Aug. 30, Channick), marking the end of media ownership for the historic North Michigan Avenue building. The address will now enter a new phase, likely as part of a mixed-use redevelopment. Locally based developer Golub & Co. partnered with Los Angeles-based CIM to acquire the neo-Gothic tower and an adjacent property from Tribune Media. The deal is on track to close by the end of this year's third quarter. Last fall, Tribune Media hired real estate investment banker Eastdil Secured to explore an outright sale of the property or a partnership to redevelop the tower, which sits on a three-acre parcel. The building boasts approximately 737,000 square feet of space. However, the property is zoned for as much as 2.4 million square feet.

Abstract News © 2016 INFORMATION, INC.

Ritchie Bros. Auctioneers to Acquire IronPlanet in $758.5 Million Deal

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StreetInsider.com (Aug. 30) reports that Ritchie Bros. Auctioneers Inc., the world's biggest industrial auctioneer, has inked a $758.5 million deal to acquire IronPlanet, an online marketplace for used heavy equipment and other durable asset sales. IronPlanet, founded in 1999, complements Ritchie Bros.' mainly end-user customer base as it focuses primarily on the needs of corporate accounts, equipment manufacturers, and government entities in equipment disposition solutions. "Together with IronPlanet, we will create a combined company of trusted brands with the ability to provide customers around the world with a greater number of choices and platforms to sell, buy and list equipment when, where and how they want," states Ravi Saligram, CEO of Ritchie Bros.

Abstract News © 2016 INFORMATION, INC.

Dr. William Winkenwerder Joins WPS Board of Directors

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A recent WPS media release states that Dr. William Winkenwerder, a nationally known health care strategist, has been elected to the board of directors for Wisconsin Physicians Service Insurance Corporation, which does business as WPS Health Solutions. Winkenwerder presently serves as chairman and CEO of Winkenwerder Strategies, a health care advisory and investment firm headquartered in New York. He is an expert in everything from health care finance and health insurance operations to federal health policy and new technologies. WPS Health Solutions, a nationally regarded government contractor, is Wisconsin’s leading not-for-profit health insurer. WPS is a member of the National Association of Corporate Directors (NACD).

Abstract News © 2016 INFORMATION, INC.

Check Board Performance, Not Just the Box

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NACD's custom, facilitated board evaluations have helped hundreds of boards confidentially assess their composition, their group’s dynamics, and the individual and collective engagement and performance of their members. Our unique approach serves as the foundation for building and maintaining a strategic-asset board. To discuss how NACD can customize an evaluation for your board, please contact Steve_Walker@NACDonline.org, or call 202-572-2081.

Irish Cabinet May Need More Time to Decide on Apple Appeal

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"Ireland's cabinet may be given more time to decide on whether to back the finance minister's recommendation that Dublin appeal the European Commission's ruling against its tax dealings with Apple," reports Reuters (Aug. 31, Halpin). Finance Minister Michael Noonan stated yesterday that he "disagreed profoundly" with the Commission's order that the U.S. technology giant should hand over to Ireland unpaid taxes of up to 13 billion euros, which were ruled to be illegal state aid. He will be seeking approval for an appeal from cabinet later today. "The minority government led by Noonan's Fine Gael is reliant on the support of a number of independent lawmakers," notes the wire service, "a group of whom -- the Independent Alliance -- said on Tuesday that they were reviewing the decision and would need to further consult with Noonan, tax officials, and independent experts." If the Independent Alliance opted not to back an appeal and pulled out of government, Fine Gael would no longer have enough support in parliament to pass legislation. The government could subsequently collapse.

According to the Wall Street Journal (Aug. 31, Rubin), the European Commission’s ruling Tuesday that Apple Inc. must pay US$14.5 billion in back taxes to Ireland marked a sharp break with the U.S. Treasury Department and further complicates efforts to forge a bipartisan deal on U.S. tax policy that had seemed plausible but remains out of reach." To the Treasury and various Capitol Hill legislators, EU regulators represent a significant threat partly because companies could get U.S. tax credits if they pay more abroad, thus reducing future U.S. tax collections. The United States is trying to safeguard its claim to the foreign income despite the fact that policy makers have yet to figure out how to tax it. Among the most vocal has been Sen. Charles Schumer (D-N.Y.), who on Tuesday called the EU's actions a "cheap money grab" targeting American companies.

Fortune (Aug. 31, Gandel) adds that Apple's EU tax fine may take a bigger bite out of the company than shareholders are acknowledging. Shares of the iPhone maker trade at a price-to-book ratio of 4.5 times the company's net worth, meaning that shareholders have been valuing every dollar of net assets the company holds at $4.50 on the assumption that Apple will be able to turn those assets into more money. But if Apple has to shell out $14.5 billion, that should slice $65 billion off of its market value. The tech giant's cash probably gets a lower premium than some of its other assets. But subtract the cash, Fortune notes, "and the rest of Apple’s assets trade at 7 times its book value. That would be more than Google’s price-to-book value of just over 4 times earnings, and around what Facebook’s assets are valued at." Both of those companies are growing their revenue much faster than Apple, however, and should get a higher book value.

Abstract News © 2016 INFORMATION, INC.

Pending Home Sales Rise in July to Second-Highest Level in a Decade

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"Pending home sales in July reached their second highest reading in a decade, as a solid jobs market and low mortgage rates underpin demand,” states MarketWatch (Aug. 31, Goldstein). According to the National Association of Realtors, its pending home sales index rose 1.3 percent in July following a slight drop the previous month, and is currently 1.4 percent higher than last year's levels. Existing home sales are predicted to top 5.38 million this year, up 2.8 percent. Analysts also forecast a median existing-home price growth of 4 percent, down from 6.8 percent in 2015.

Abstract News © 2016 INFORMATION, INC.

Private Sector Employment Increased by 177,000 Jobs in August

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Private sector employment increased by 177,000 jobs from July to August, according to an Automatic Data Processing news release (Aug. 31). Goods-producing employment was down by 6,000 jobs in August, following July losses of 5,000. Meanwhile, manufacturing jobs were flat in August, after gaining 5,000 in the previous month. Service-providing employment rose by 183,000 jobs in August, fewer than July's 199,000 jobs. "Job growth in August was stable and consistent with levels from previous months as consumer conditions improve," says Ahu Yildirmaz of the ADP Research Institute. "Continued strong growth in service-providing jobs is offset by weakness in goods-producing areas." Mark Zandi, chief economist of Moody's Analytics, also chimed in. "Job creation remains strong, with most industries and companies of all sizes adding solidly to their payrolls," he concluded.

Abstract News © 2016 INFORMATION, INC.

Mike Andres to Retire as President of McDonald's USA

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Nation's Restaurant News (Aug. 31, Maze) is reporting that Mike Andres, president of McDonald's Corp.'s U.S. division and a key figure at the forefront of the chain's domestic turnaround over the past 18 months, is retiring at the end of the year." Chris Kempczinski, who presently serves as executive vice president of strategy, business development and innovation, has been tapped to succeed him. The change, which will become effective Jan. 1, represents only the latest in an executive shake-up that effectively began with Steve Easterbrook's ascension to the CEO job in March 2015. "It comes less than a month, for instance, after the announced retirement of the company's chief administrative officer, Pete Bensen," notes the publication.

Abstract News © 2016 INFORMATION, INC.

Vietnam to Develop Corporate Governance Code in 2017

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Vietnam News (Aug. 31) has learned that Vietnam is in the process of developing a corporate governance code for listed companies in order to help local firms attract more capital and increase their competitiveness in an environment of increasing regional economic integration. IFC, a member of the World Bank Group, is helping the State Securities Commission of Vietnam (SSC) to develop this code. SSC Deputy Chairman Pham Hong Son states, "The corporate governance code will help strengthen competitiveness of Vietnamese listed firms through adoption of internationally recognized corporate governance practices." Also according to Son, the code will guide listed companies on how to adopt best corporate governance practices that go beyond regulatory compliance for better capital-market integration with Association of Southeast Asian Nations (ASEAN) countries and globally.

Abstract News © 2016 INFORMATION, INC.

Women Bring More Tech Expertise to the Boardroom Than Men Do

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Fortune (Aug. 31, Zarya) cites a new Accenture study in reporting that female corporate directors are almost twice as likely as their male counterparts to have professional technology experience, which researchers defined as either holding a key tech position at a previous employer -- such as CTO -- or having senior-level responsibility at a technology company. Researchers looked at women's representation on the boards of over 500 Forbes Global 2000 companies in 39 countries worldwide. Overall, 16 percent of the females on these companies' boards have digital experience compared to 9 percent of males. In the United States, 26 percent of women board members have tech experience versus 17 percent of men. "The depth of directors' technology experience also varies by industry," concludes Fortune. "As might be expected, board members of tech companies are the most likely to have tech backgrounds, with 51 percent of female and 37 percent of male directors professionally versed in technology."

Abstract News © 2016 INFORMATION, INC.
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