Dive Brief:

• In a rare call for the ouster of a majority of a company’s board of directors, major proxy advisor firm Institutional Shareholder Services (ISS) said that Target Corp. should remove seven of its 10 board members for failing to properly oversee cybersecurity risks.

• The board members ISS has in mind serve on the retailer’s audit and corporate responsibility committees, which manage risks to the company. ISS said that the moves by Target to address its security systems and remove its chief information officer were reactionary and that the board should have been more on top of things.

• Another proxy firm, Glass, Lewis & Co., does not agree that there is enough evidence that any members of Target’s board were responsible for the breach.

Dive Insight:

Proxy advisory firms like Glass, Lewis & Co. and ISS can hold great sway at shareholder meetings because they are hired by shareholders to make recommendations and at times cast votes on their behalf. Regardless of whether Target’s shareholders will follow through on the ISS recommendation, it is a sign that boards of directors will increasingly be seen as responsible for preventing the kind of security breaches that occurred over the holidays last year, at Target and several other retailers.