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Aug 18, 2023

The week in GRC: Activision Blizzard and Kellogg join companies facing challenges over diversity efforts and study calls for taxing climate-polluting investments

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

CNBC reported that PayPal’s board announced that the company’s new CEO will be Alex Chriss, the executive who runs the small business and self-employed group for Intuit. Chriss will take over from PayPal’s longtime CEO Dan Schulman, beginning September 27. Schulman had previously announced a plan to step down from the role by the end of the year. He will remain a director at the company until May 2024.

PayPal’s board said Chriss was chosen for the role from a pool of nine candidates. The selection process began in February. The board members said they were impressed by Chriss’ leadership at Intuit, particularly as he steered the company through its $12 bn acquisition of the marketing platform Mailchimp. Members of the board also met with more than 20 investors, including activist investor Elliott Management, while conducting the search for the new CEO.

– According to Reuters (paywall), Kraft Heinz said CEO Miguel Patricio will step down from the role and be replaced by Carlos Abrams-Rivera, president of its North American business, effective January 1. Patricio, who has been Kraft’s CEO since 2019, will remain non-executive chair of the company’s board, the firm said. Abrams-Rivera joined Kraft in 2020 and is credited with guiding its North American retail and food-service businesses through the pandemic. He will take on added responsibilities as president of Kraft Heinz, effective immediately.

The Wall Street Journal (paywall) spoke with Nicole Creola Kelly, head of the SEC’s whistleblower award program, which is facing criticism that it favors those with connections to the agency. The SEC’s award program has given out more than $1 bn in total to whistleblowers as the number of tips it receives has steadily risen. But the agency’s process of determining who receives awards has come under the spotlight in recent years in both circuit courts and law studies. A legal research paper found that almost a quarter of the SEC’s whistleblower awards have gone to law firms with attorneys who have connections to the agency.

‘I’ve been here for 25 years. I’ve seen many chairs and, as a longtime civil servant,… it sounds cliché but we call the balls and strikes,’ Kelly said. ‘At no point have I ever considered who the counsel is on a recommendation. It doesn’t factor into our analysis.’

The SEC received more than 35,000 tips from whistleblowers and others in fiscal 2022, more than double the number in 2016, according to testimony by SEC chair Gary Gensler.

– President Joe Biden’s administration urged the US Supreme Court to take up a dispute over Republican-backed laws in Texas and Florida that would undermine efforts by social media companies to curb content deemed objectionable on their platforms, according to Reuters. The states call those actions impermissible censorship.

The justices are considering taking up two cases involving challenges to the state laws brought by technology industry groups including NetChoice, whose members include Meta Platforms, Alphabet and X, formerly known as Twitter. Supporters of the laws have argued that social media platforms have silenced conservative voices, while advocates of content moderation have argued there is a need to stop misinformation and advocacy for extremist causes.

– According to CNBC, Intel terminated its acquisition of Israeli chipmaker Tower Semiconductor, saying it failed to secure the necessary regulatory approval. Intel said in a statement that it is dropping the planned deal ‘due to the inability to obtain in a timely manner the regulatory approvals required under the merger agreement’. Intel will pay a termination fee of $353 mn to Tower. Reuters, citing people familiar with the matter, reported that Intel did not secure approval for the deal from the Chinese authorities before a key deadline passed. Chinese authorities have not publicly communicated approving the purchase.

‘After careful consideration and thorough discussions and having received no indications regarding certain required regulatory approval, both parties have agreed to terminate their merger agreement having passed the August 15, 2023 outside date,’ Tower Semiconductor said in a statement on Wednesday.

– Nicolai Tangen, CEO of Norway’s $1.4 tn oil fund, expressed concern that political resistance to climate and environmental measures is spreading from the US to the UK, the Financial Times (paywall) reported. Tangen said: ‘A new thing this summer is the ESG backlash in the UK… That’s bad. You have a big country in Europe that is slowing down the work on climate at a time where it’s more important than ever.’

The UK’s opposition Labour Party won just one of three by-elections last month, despite being far ahead of the ruling Conservative Party in many national polls. Both sides have taken this as evidence that voters are unhappy with green policies. Tangen said climate change was an increasing financial risk and should not be a matter of politics. ‘To me, climate is about as political as gravity. It’s just not political. I don’t understand how you can turn this into politics,’ he said.

Under Tangen, Norway’s fund has been putting more pressure on companies it owns shares in to take action on climate change. This has included filing its first shareholder proposals at an AGM in a decade, and publicly speaking out against an ESG backlash that started in the US.

CNBC noted that the White House recently challenged thousands of hackers and security researchers to outsmart top generative artificial intelligence (AI ) models from companies including OpenAI, Google, Microsoft, Meta and Nvidia.

The competition ran from August 11 to August 13 as part of the world’s largest hacking conference and an estimated 2,200 people lined up for the challenge: in 50 minutes, try to trick the industry’s top chatbots, or large language models, into doing things they’re not supposed to do, such as generating fake news, making defamatory statements and giving potentially dangerous instructions.

High-level results from the competition will be shared soon, with a policy paper released in October, but the bulk of the data could take months to process, according to Rumman Chowdhury, co-organizer of the event and co-founder of the AI accountability non-profit Humane Intelligence.

CNN reported that a new study published in the journal PLOS Climate found that the wealthiest 10 percent of Americans are responsible for almost half of planet-heating pollution in the US, and called on governments to shift away from ‘regressive’ taxes on the carbon-intensity of what people buy and focus instead on taxing climate-polluting investments. The country’s richest people are some of the world’s biggest polluters – not only because of their huge homes and private jets, but also because of the fossil fuels generated by the companies they invest in.

‘Global warming can be this huge, overwhelming, nebulous thing happening in the world and you feel like you’ve got no agency over it. You kind of know you’re contributing to it in some way, but it’s not really clear or quantifiable,’ said Jared Starr, a sustainability scientist at the University of Massachusetts Amherst and one of the report authors. This study helps create a clearer picture of individual responsibility by going beyond what people consume, he told CNN: ‘Fifteen days of income for a top 0.1 percent household generates as much carbon pollution as a lifetime of income for a household in the bottom 10 percent.’

– America First Legal this week urged the US Equal Employment Opportunity Commission (EEOC) to investigate Activision Blizzard’s alleged use of gender and racial preferences in hiring and internship programs, after lodging a similar complaint against Kellogg Co recently, Reuters reported. They are the latest steps taken by the group, founded by former Trump administration officials, which claims that efforts to diversify companies’ workforces amount to illegal discrimination.

America First is headed by Stephen Miller, a senior adviser to former president Donald Trump. Ex-Trump chief of staff Mark Meadows and former acting US attorney general Matthew Whitaker are board members. The complaints come as many experts foresee an increase in the number of challenges to corporate diversity programs following a US Supreme Court ruling that prohibited race-conscious college admissions policies.

Kellogg said in a statement that it complies with employment laws and has anti-discrimination policies in place. Activision declined to comment. It is difficult to say whether the EEOC will take up America First’s complaints. The agency’s investigations are typically triggered by complaints from workers.

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...