How Boeing Is Combining Its Legal and Compliance Departments
Former general counsel and legal adviser J. Michael Luttig is out; chief compliance officer Diana Sands is out; and general counsel Brett Gerry is in, becoming chief legal officer over both global compliance and the law departments.
April 24, 2020 at 04:03 PM
4 minute read
The original version of this story was published on Corporate Counsel
The shakeup of management at the Boeing Co., which began in 2019 after the crash of two 737 Max airliners, continues as the novel coronavirus forces the company to "streamline senior leadership." That includes combining its legal and compliance departments.
The recently announced changes include naming general counsel Brett Gerry as chief legal officer and executive vice president of global compliance. Gerry, who previously served as president of Boeing Japan, has been general counsel for about a year.
Boeing said Gerry would consolidate its legal and core compliance programs, including global trade controls, ethics and business conduct, into a single entity.
It said chief ethics and compliance officer Diana Sands was retiring later this year after 20 years with the company. Sands, whose official title was senior vice president of the office of internal governance and administration, was a member of the company's executive council, as is Gerry.
Boeing president and CEO David Calhoun said in the statement, "Over the past two decades, Diana has played a key role in developing an industry-leading ethics and compliance program, served in several critical finance roles and been a strong advocate for advancing diversity and inclusion across the company. The Boeing board of directors and I are deeply grateful for Diana's leadership, integrity and dedicated service."
The Chicago-based company said it would hire a new chief compliance officer who would report to Gerry, with a direct reporting line to the CEO and the board of director's audit committee.
In a statement, the company said, "This approach will enhance Boeing's already strong compliance and internal governance program through focused accountability for, and a more integrated approach to, Boeing compliance responsibilities. It also will help the company proactively address new legal and compliance obligations arising from an increasingly complex global regulatory environment."
Other changes and cutbacks at Boeing started last year as the company struggled to handle the financial and reputational damage after two crashes involving its 737 Max 8 aircraft. The line of planes remains grounded.
Then the novel coronavirus crisis hit in March, forcing Boeing to consolidate several departments and shut down some operations, "preparing now for the post-pandemic industry footprint," the company said.
In its most recent financial report, the company said it has a backlog of planes worth $463 billion, including over 5,400 commercial airplanes.
Boeing stock prices have tumbled nearly 60% in the past year, the largest drop on the Dow Jones Industrial Average.
Boeing's annual board meeting is scheduled to be held virtually April 27. Its first quarter financial report is due April 29, when the public will see just how big its losses are so far this year.
Here are some of Boeing's most recent organizational changes:
- In May 2019 then-general counsel J. Michael Luttig was moved to executive vice president, counselor and senior adviser to the board and placed in charge of handling the legal fallout from the 737 Max crashes.
- Last December then-president and CEO Dennis Muilenburg left under pressure, and Calhoun replaced him in January. A few days later Luttig announced his retirement, effective March 9, presumably leaving all the 737 Max legal issues on Gerry's plate.
- The coronavirus brought more cuts in March and April with the shutting down of factory operations in North Charleston, South Carolina and the Puget Sound facilities in Washington state.
- The company has announced that Calhoun and its board chairman will forgo all pay until the end of 2020; it suspended its dividend until further notice; it also suspended its stock buyback program.
- Board member Nikki Haley announced in March that she was stepping down because she believed, as a matter of principle, that the company should not seek financial stimulus or a bailout from the federal government. The company then amended its bylaws to decrease the number of directors from 13 to 12.
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