In a letter to shareholders, Target's interim Chairwoman
Last week, a prominent shareholder advisory firm urged that voters reject seven of Target's 10 board members for failing to ensure Target's security. In a response filed with the
"Your Board fully recognizes the importance of its oversight responsibilities in this area," Austin's note to shareholder said. "Under the Board's leadership and oversight, Target took significant action to address evolving cyber-crime risks before the breach."
Among the pre-breach steps she listed: Spent "hundreds of millions of dollars in network security" technology and personnel; dedicated more than 300 employees to information security; and operated an around-the-clock security operations center to detect trouble.
Still, over the holiday shopping season, cyberthieves broke into Target's network and stole account numbers from up to 40 million credit and debit card users, then sold the information to other thieves online.
The fallout from that massive data theft was one reason CEO and chairman
This, ISS wrote, "set the stage for the data breach." It urged that shareholders oppose all seven, including interim chair Austin.
Austin's letter gives a different take, noting the board has "overseen substantial efforts" to protect customers, and its "end-to-end review of its network security."
Austin added, "The Board is conducting a broad examination of Target's risk oversight structure, which will include an examination of the role of senior management, reporting structures and Board oversight."
Target's annual meeting will take place
Austin's shareholder letter ended, "We also value your support and ask that you vote in favor of the re-election of all your Target directors at our 2014 Annual Meeting."
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