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May 29, 2026

The week in GRC: BP chairman ousted from board as Target urges investors to reject activist director nomination

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

– BP has removed chairman Albert Manifold less than eight months after his appointment following allegations related to governance failures and bullying. The board said it had lost confidence in Manifold after complaints about his conduct and oversight style, with interim chair Ian Tyler taking over while the search for a successor is underway.

The dismissal comes as activist investor Elliott Management increases pressure on BP to accelerate restructuring, cut spending and improve shareholder returns. In an exclusive report, Reuters (paywall) said Manifold held meetings with Elliott without the full knowledge of some directors, raising further concerns over governance and board transparency.

BP has faced investor frustration over weak performance, leadership instability and uncertainty around its strategy between renewable energy and oil and gas. The company has now changed multiple senior leaders in under three years, while CEO Meg O'Neill is expected to push ahead with further operational and portfolio changes.

 

– A group of Target shareholders has urged investors to vote against executive chair Brian Cornell and lead independent director Christine Leahy at the retailer’s June 10 AGM, citing years of underperformance and governance concerns.

In a joint letter, Mercy Investment Services, SOC Investment Group and Trillium Asset Management said Target had suffered from ‘strategic and operational missteps’ that have damaged shareholder value and weakened its brand.

The investors criticized the board’s decision to appoint longtime executive Michael Fiddelke as CEO while retaining Cornell as executive chair and special advisor until 2027, arguing the decision undermines management independence and delays a turnaround.

The letter also pointed to falling sales, weaker store traffic and reputational damage linked to controversies around DEI policies, Pride merchandise and labor issues. The group said Target had lagged the S&P Consumer Discretionary Index since 2021 despite billions of dollars in share buybacks.

 

– ExxonMobil has escalated its campaign against proxy advisers ISS and Glass Lewis after both firms recommended shareholders vote against the company’s plan to move its legal incorporation from New Jersey to Texas. According to The Wall Street Journal (paywall), Exxon argued the advisers failed to disclose conflicts of interest linked to their legal dispute with Texas attorney general Ken Paxton over state rules governing proxy voting transparency.

Critics, including New York City comptroller Mark Levine, warned the move could weaken investor protections and reduce accountability. Exxon rejected those claims, saying it would not adopt provisions limiting shareholder lawsuits or activism.

Shareholders ultimately approved the move with more than 71 percent support, handing CEO Darren Woods a major victory. Exxon said Texas offered a more predictable and business-friendly legal environment aligned with the company’s long-term strategy.

 

– Chevron shareholders rejected a proposal requiring the company to separate the roles of board chair and CEO, backing management’s argument that the company should retain flexibility over its governance structure. As reported by Reuters, the proposal submitted by the National Legal and Policy Center called for an independent chair to improve oversight.

Glass Lewis had recommended shareholders support the measure, arguing that an independent chair would help create a more proactive and effective board. Chevron opposed the proposal, saying its current structure already provides strong independent oversight through a lead independent director.

Shareholders also approved all 12 board nominees and rejected proposals seeking additional reporting on indigenous rights and broader human rights impacts. The vote follows a similar outcome at ConocoPhillips earlier this month, where investors also rejected calls for an independent board chair despite support from proxy advisers.

 

– Lululemon Athletica has ended its proxy battle with founder Chip Wilson after reaching a settlement that will give the billionaire investor two board seats and greater input into the company’s turnaround efforts.

According to Reuters, under the agreement Marc Maurer, former co-CEO of On Holding, and former ESPN executive Laura Gentile will join the board after Lululemon’s June AGM, while a third mutually agreed director will be appointed by October.

In exchange, Wilson, who owns about 8.7 percent of the company, agreed not to publicly criticize the company and committed to an 18-month order preventing him from increasing his stake.

The settlement follows months of tension after Wilson accused Lululemon of losing its ‘cool’ factor and mishandling strategy as sales slowed in North America and shares fell nearly 60 percent over the past year.

 

– Synopsys has reached a settlement with Elliott Investment Management that will give the activist investor’s managing partner Jesse Cohn a seat on the company’s board, ending weeks of pressure from the hedge fund over financial performance and margins.

According to Bloomberg (paywall), Cohn will join Synopsys’ expanded 11-member board and serve on its corporate governance and nominating committee.

Elliott, which built a multibillion-dollar stake in Synopsys earlier this year, had pushed the company to improve profitability and execution as demand for AI-related semiconductor tools accelerates.

Synopsys CEO Sassine Ghazi said Cohn’s appointment would support the company’s long-term value creation and AI growth strategy.

Natalie Bannerman

Natalie is a former telecoms and infrastructure journalist, a role she held for nearly seven years. Before this, she worked in the B2C startup space, covering lifestyle, arts and culture reporting. As senior reporter for Governance Intelligence she...