Source: Wikimedia Commons
On the same day Target Corp. announced it formed a Digital Advisory Council, a proxy advisor is urging shareholders to oust seven of the retailer’s 10 board members for their alleged failure to prevent and prepare for last year’s massive data breach.
Institutional Shareholder Services said in a May 28 report that it recommended the removal of interim chair Roxanne S. Austin as well as Mary Minnick, Anne Mulcahy, Derica Rice, Calvin Darden, Henrique De Castro and James Johnson “for failure to provide sufficient risk oversight.”
The seven board members are members of Target’s audit and corporate responsibility committees. Target holds a shareholder meeting next month.
“ISS believes that in light of the company’s significant exposure to customer credit card information and online retailing, these committees should have been aware of, and more closely monitoring, the possibility of theft of sensitive information, especially since it involves shoppers and the communities in which the company operates, as well as the overall impact on brand reputation and brand value,” ISS said.
Target did not immediately respond to a request from Advisen for comment but the retailer told the Minneapolis Star Tribune that the board is reexamining its risk oversight and procedures.
“The data breach revealed that the company was inadequately prepared for the significant risks of doing business in today’s electronic commerce environment,” ISS continued in its report. The counsel to shareholders also supported separate role for chairman and CEO.
Target Corp. Chairman, President and CEO Gregg Steinhafel stepped down in early May. CFO John Mulligan was named interim president and CEO. Austin, a member of the board, was named interim non-executive chair of the board.
Digital Advisory Council
The panel will “help guide Target’s omnichannel strategies and push Target to innovate faster, and discover new ways to leverage technology to enhance the guest experience,” Target said.
The council includes:
Target also said it plans to hire 50 new software engineers to work as part of the company’s new digital products team.
Chad Hemenway is Managing Editor of Advisen News. He has more than 15 years of journalist experience at a variety of online, daily, and weekly publications. He has covered P&C insurance news since 2007, and he has experience writing about all P&C lines as well as regulation and litigation. Chad won a Jesse H. Neal Award for Best Single Article in 2014 for his coverage of the insurance implications of traumatic brain injuries and Best News Coverage in 2013 for coverage of Superstorm Sandy. Contact Chad at 212.897.4824 or [email protected].
