Retail/Restaurants/Convenience / Security Newswire

ISS says Target Shareholders Should Overhaul Board

May 29, 2014
/ Print / Reprints /
/ Text Size+

Proxy adviser Institutional Shareholder Services is urging shareholders to overhaul Target’s board in the wake of last year’s wide-scale data breach.

In a report, ISS recommended a vote against seven out of 10 directors “for failure to provide sufficient risk oversight” as members of the audit and corporate responsibility committees, said Fox News.

The firm, whose advice can influence the way shareholders vote, also backed a proposal to mandate a separation between the roles of chairman and chief executive,  said Fox News.

ISS is telling shareholders to vote against the election of Austin, Mary Minnick, Anne Mulcahy, Derica Rice, Calvin Darden, Henrique De Castro and James Johnson, while Wells Fargo chief John Stumpf, Douglas Baker and former U.S. Secretary of the Interior Kenneth Salazar received the firm’s support,  said Fox News.

“The Data Breach revealed that the company was inadequately prepared for the significant risks of doing business in today's electronic commerce environment,” ISS wrote in its report. “It appears that failure of the committees to ensure appropriate management of these risks set the stage for the data breach, which has resulted in significant losses to the company and its shareholders.”

In a statement, Target said its board considers risk oversight to be a responsibility of the full board, and oversight occurs as a “continuous part of the board’s review of Target’s strategy and specific initiatives that support the strategy.”

Target also said its directors are re-examining the entire risk oversight structure after the cyber-attack, since the company was certified as PCI-DSS compliant prior to the breach.

According to the ISS report, the retailer held discussions with ISS and acknowledged the need for more stringent internal capabilities to find possible security risks, instead of relying on external evaluations,  said Fox News.

Target reiterated its opposition to mandating an independent chair, saying the board prefers to maintain flexibility and has other governance practices in place to prevent a concentration of authority.

“The board has not made a decision at this time on whether continue with an independent chair and will re-assess its leadership structure once a new CEO is announced,” Target said.

Read more:

Did you enjoy this article? Click here to subscribe to Security Magazine. 

You must login or register in order to post a comment.



Image Galleries

ASIS 2013 Product Preview

ASIS International 59th Annual Seminar and Exhibits, September 24-27 in Chicago, Illinois, will include an exhibit hall packed with innovative security solutions. Here are some of the products that will be shown at ASIS this year.


Virtualization and Data Center Security: What You Need to Know for 2014

Data centers are increasingly becoming the center of the enterprise, and data center and cyber security is following the same path for security departments. According to Justin Flynn, a consultant at the Burwood Group, the virtualization of data centers allows enterprises to scale more easily and faster, with a smaller footprint.

However, hosting enterprise data in the cloud can make intrusion detection more difficult – how can enterprise security leaders team up with other departments to keep aware of cyber risks and traffic, and physical and data compliance during the virtual transition? How can CISOs and CSOs discuss cyber threats with the C-Suite to get the resources they need? And how can the proper infrastructure test and verify possible malicious attacks? 

More Podcasts

Security Magazine

security 2015 january cover

2015 January

In the January 2015 issue of Security, learn how PTZ and fixed dome cameras do dual duty in video production and surveillance applications, improve security on college campuses, and how to better cope with harsh environments in surveillance. 

Table Of Contents Subscribe

Tougher Cybersecurity Legislation

On January 20, President Barack Obama called for tougher cybersecurity legislation in his 2015 State of the Union address. Which of the following points do you feel is most needed today?
View Results Poll Archive


CompTIA Security+ Certification Study Guide
CompTIA's Security+ certification is a globally-recognized, vendor neutral exam that has helped over 60,000 IT professionals reach further and higher in their careers. The current Security+ exam (SY0-201) focuses more on being able to deal with security issues rather than just identifying them.
More Products

Clear Seas Research

Clear Seas ResearchWith access to over one million professionals and more than 60 industry-specific publications,Clear Seas Research offers relevant insights from those who know your industry best. Let us customize a market research solution that exceeds your marketing goals.


Facebook 40px 2-12-13 Twitter logo 40px 2-12-13  YouTube  LinkedIn logo 40px 2-12-13Google+

Vertical Sector Focus: Critical Infrastructures

criticalhomepagethumbFrom terrorism to vandalism, it’s preparedness, response, training and partnerships. Learn about some of the critical security issues facing this sector.

Visit the Critical Infrastructure page to read more.