AMD 253 August 2020 American Motorcycle Dealer 253 | Page 10

Sources: AMD, IDN, FT, Reuters, PSB, MPN, B&B, BDN, MCN, AP, Bloomberg, MSNW, Electrek, electricmotorcycles.news NEWS BRIEFS Buzz Kanter has announced that he has had to wave the white flag and suspend publication of American Iron due to the collapse in advertising revenue during the COVID-19 Pandemic. Kanter bought AIM in 1991, which had been launched in California two years earlier in association with HOG. It was conceived as a family-friendly antidote to the dominance back then of T&A titles - not least Easyriders Magazine. The focus was on "the tin and not the skin." AFT has partnered with KICKER Performance Audio as the Official Sound System of the 2020 AFT series. "Starting nearly 50 years ago as a twoman operation specializing in professional systems, KICKER has evolved into the benchmark for all audio systems, including personal products for digital media devices." KICKER will be producing a custom PA system to work with existing jumbotron and victory lane equipment "to enhance the fan experience at AFT events." Former MIC Chairman and Cycle World publisher Larry Little is retiring after more than 40 years in the powersports industry. In recent years Little is best known for conceiving and founding AIMExpo at Orlando, Florida. A one-time AMA Rider of the Year, it was Little who engineered the MIC's acquisition of AIMExpo and the establishment of its Events division. Little's original vision was for a European style joint consumer and trade, OEM and aftermarket expo. That has not worked in the 21st century American motorcycle industry context, and in January 2021 AIMExpo will be staged at Columbus, Ohio, as a three-day industry and dealer only expo. Following Paul Aiken's decision to close Aeromach, his Charlotte, NC., based manufacturing and distribution business, Milan, Italy based exhaust manufacturer Manuel De Liso of QD Exhaust and V- Performance fame is looking for a new distributor in the USA for his line of handmade, highperformance H-D, Victory and Indian FTR exhausts. > - lead in the electrification of motorcycles, - improve fuel economy of our motorcycles, - reduce the impacts from our products and operations, which includes committing to increasing our use of renewable energy. By way of a mission statement on Climate Change, and how Environmental Sustainability informs achievement of its 2027 environmental ambitions, the report states Harley's goals are to… Deliver a portfolio of electric twowheel vehicles. Increase the average fleet fuel economy of our gas-powered vehicles to >50 mpg. Reduce the energy intensity of our global manufacturing operations to <8.00 mm Btu per motorcycle. Achieve 15% renewables from onsite sources and through renewable energy credits (RECs) from projects that increase renewable power generation. "In addition, we will use market-based RECs ( Renewable Energy Certificates) from existing projects to offset an increasing portion of the rest of our electricity consumption. We will go beyond these current long-term goals and determine how to participate effectively in efforts to achieve net zero emissions by 2050 through the principles of the Science Based Targets initiative." The report is a closely argued and sweeping manifesto, packed with metrics of where the company was by the end of 2019. Moving forward, those metrics will allow it to calibrate progress, strengths, weaknesses, changes and improvements to the directions it is taking to achieve these lofty objectives. Regardless of what one's personal or ideologically dictated views on such matters are, that a culture of such forward facing governance has started to steer the Motor Company as it faces an uncertain future is far from being a "bad thing". In years to come, future generations of consumers would expect any and all businesses it considers doing business with - from Apple and Tesla on down - to have reports like this filed away in the cabinet marked "Blindingly Obvious" with "thank God we started down this route when we did" scrawled all over them. Indeed, with a time of great change and further management churn likely upon us at Harley, it is on the subject of governance that the report is particularly interesting at this time. It is especially insightful that at long last the concepts of 'Brand' and 'Sustainability' are now understood as being natural, indeed essential bedfellows. That is a sure sign that someone at the top really has been listening to 'New Gen' consumers and is understanding what their hot buttons are and how to start building a corporate infrastructure that stands a chance of pushing them. Hurrah for that! "The Board Brand & Sustainability Committee was first formed [as the Sustainability Committee] in 2011 and has played an integral role in providing oversight and assistance to the company management in driving sustainability – environmental sustainability and social responsibility – at Harley-Davidson. "What became our long-term objective to grow our business without growing our environmental impact 'we all need Harley to learn how to speak Millennial’ began as an aspirational challenge from the committee. The committee was also instrumental in Harley- Davidson undertaking a complete value chain assessment of environmental impacts utilizing an Environmental Profit & Loss methodology. This work is the foundation for understanding our most significant impacts and taking actions to reduce those impacts." A majority of the Board is comprised of independent directors - currently, eight of nine directors are independent, though the number and composition may change when two nominations by Bob Bishop's Impala Asset Management are weighed against two new nominations from Harley after May's 2020 Annual Meeting. "The Harley-Davidson Board of Directors is composed of accomplished leaders from a range of industries who meet regularly to review company objectives and plan for future growth. These individuals draw on their diverse backgrounds and experiences. They are proud Harley-Davidson enthusiasts, and they work to ensure that the decisions made by Harley-Davidson promote fairness, financial transparency and accountability to all our shareholders." These directors must meet the independence and other requirements of the New York Stock Exchange (NYSE) and other applicable laws, regulations and rules. The Board maintains four committees - its Nominating and Corporate Governance Committee, a Human Resources Committee, an Audit and Finance Committee and the Brand & Sustainability Committee. A written charter is maintained for each committee that states the committee’s duties and responsibilities. The Audit and Finance Committee, Human Resources Committee and the Nominating and Corporate Governance Committee must be comprised entirely of independent directors. The Nominating and Corporate Governance Committee makes recommendations on the size of the Board, the frequency of its meetings and the operation of the Board, including director qualifications. The bylaws contain additional provisions relating to director tenure, including director retirement following a director’s 75th birthday, and the required submission of a director’s resignation upon a substantial change of the director’s employment, occupation or affiliation, or if any conflict of interest develops or based on votes withheld in an election of directors. The Board and company management embrace corporate governance practices in keeping with their leadership positions in the business. Harley state that "as a U.S. publiclyheld company, Harley-Davidson and its Board of Directors believe that strong corporate governance practices and shareholder rights are important." In Harley's case, those shareholder rights include just 10% of shareholders being able to call a special meeting - interestingly three investors currently hold nearly 10% of Harley's stock - Vanguard Group, 11.55%; BlackRock, 9.54%, and Bank of New York Mellon, 9.27%. A powerful platform from which a takeover could be launched; also of interest in that context - Vanguard and BlackRock additionally own nearly 10% each of Polaris Industries. There is no material restriction on the right of shareholders to call a special meeting. All merger or acquisition transactions simply require majority voting and there is no 'poison pill' provision to influence which way an investor may wish to vote; neither does Harley issue any dual-class stock. Currently Harley describes its board as being "89% independent" (eight out > 10 AMERICAN MOTORCYCLE DEALER - AUGUST 2020 www.AMDchampionship.com