| Welcome to your weekly digest of must-read news and knowledge for board directors. This week we look at the thorny issue of executive pay. This newsletter comes to you as part of a partnership that combines FT journalism with Infosys tech-expertise. If you have comments, suggestions or news you think we should include, email me at jonathan.moules@ft.com or my fellow Board Network writer, Andrew Hill, at andrew.hill@ft.com. Thanks for reading. 
Tesla chair Robyn Denholm urged investors to support billionaire chief Elon Musk’s package ahead of a crucial November 6 vote © AAPIMAGE via Reuters Connect Soaring executive pay packages are back on the agenda. This week it was the Tesla board being urged by chair Robyn Denholm to back a mega remuneration proposal for Elon Musk, with the threat that they risk losing the charismatic, if controversial, co-founder and chief executive, if they do not vote through a $1tn offer. This is not the first time this has happened at Tesla. In 2018, the board persuaded investors to approve a 10-year compensation plan for Musk worth some $55bn. It was then struck down by a Delaware judge last year. It is impossible to prove whether Tesla would be better under different leadership, but given the company is no longer in the world’s top 15 carmakers, it is a fair question to ask whether Tesla shareholders would be better off with or without Musk. It should also be noted that since he is Tesla’s biggest shareholder, with a 15.3 per cent stake, Musk will be compensated handsomely by most people’s standards if the company’s shares continue to rise. One potential way for Tesla to improve its share price would be to sell more cars. The fact that Musk’s shareholding is probably more important than anything Tesla pays him highlights the fact that many of the biggest executive pay packages go well beyond the monetary remuneration. Proxy adviser Glass Lewis recently trawled through executive pay filings from the last few years and found that perquisite costs — typically a fraction of overall CEO compensation packages — skyrocketed for the largest US companies. Between 2019 and 2023, annual perk value for bosses went up more than 30 per cent. The absolute charge is typically a few hundred thousand dollars, though for some bosses — such as Salesforce’s Marc Benioff and Palo Alto Networks’ Nikesh Arora — it can reach into the millions the researchers found. Pay packages that others can understand may be more important than the actual amount. A study of 1,300 US companies in 2023 in a paper published by the University of Virginia’s Darden School of Business found chief executives with complex pay packages deliver poorer results and share-price performance than those whose pay is kept simple. The conclusion: poorer performing bosses have too many measures to focus on, and some of those could conflict. The size of Musk’s pay package is eye-catching, but maybe we should be focusing on whether it is clear how the financial incentives being dangled before him are linked to Tesla’s future performance. With a total population of just under 680mn, the 11-country bloc of the Association of Southeast Asian Nations (Asean) has one of the fastest-growing middle classes and is tipped to become the fourth-largest economy by 2030. For years, Washington viewed its relationship with the region as a way to limit Beijing’s influence, but US President Donald Trump’s tariffs now strain the partnership. 
| The ‘blue-collar CEO’ trying to fix Kodak | | Turnaround specialist Jim Continenza is focused on putting the camera film brand back on the right path. |
| | Citi probe did not interview women who complained about executive’s conduct | | The US bank stood by Andy Sieg, a potential successor to CEO Jane Fraser, but the decision not to interview the women complaining about his conduct has raised questions about whether Citi and its long-standing legal adviser Paul Weiss followed best practice in conducting the probe. |
| | | | English football investor accused of ‘egregious’ governance in proxy fight | | Cannae Holdings founder Bill Foley is accused of paying himself millions of dollars in dividends and remuneration from the holding company. |
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Tracking the shift in board and C-suite priorities | Deloitte This survey asked respondents to identify their top immediate and longer-term priorities, in 2026 and beyond. What is interesting is the shift in priorities depending on the time horizon being considered. Public disclosures reveal how leading boards are overseeing AI and cyber security | EY In the past year, according to company disclosures, the increased sophistication of hacking threats has prompted companies to enhance their cyber security defences. This article explores how technology oversight disclosures and related governance practices are evolving to meet the challenges of this moment. Rethinking Comply or Explain for a New Era of Governance | The Conference Board Many corporate governance regulations follow a “comply or explain” approach: companies must comply with certain provisions or explain why they do not. This report summarises discussions from a deep-dive exchange with leaders of European companies, highlighting the challenges they face in meeting these mandates and delivering on the underlying regulatory objectives.
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