• The Financial Times reports on Boom time for boardroom raiders as activism hits record highs. “Depressed share prices created fertile ground for proxy battles in the first quarter”.
• The Financial Times reports that Elliott and other activists shake corporate Japan into action on investor returns. “Stock exchange set to ‘name and shame’ companies lacking plans to boost their book value”.
• The Financial Times reports that Activist investor ramps up pressure on incoming Bayer boss. “Bluebell Capital Partners calls for conglomerate’s break-up and boardroom reshuffle ahead of AGM.”
• The Wall Street Journal reports that More Activists Lay Down Arms in Battles for Boardroom Control. “Planned proxy fights at Disney, Salesforce, Bath & Body Works fizzle”.
• Bloomberg reports that CEO Ouster Rate Found to Double When Activist Investors Get Board Seats: “The study by Strategic Governance Advisors, a consulting firm focused on corporate governance that’s a subsidiary of communications specialist FGS Global, found that CEO exits average about 21% among Russell 3000 companies in normal circumstances.”
• The Wall Street Journal reports that Salesforce Shakes Off Proxy Fight From Elliott: “Elliott decided to back down following the business-software provider’s better-than-expected financial results, as well as other changes initiated at the company in recent weeks, including cost cutting, boosting share buybacks and disbanding a mergers-and-acquisition committee, according to the two companies.”
• Bloomberg Law reports that SVB Collapse, Proxy Preparation Kept Q1 Activists Busy: “Activists launched a total of 135 public investor campaigns in Q1, pushing campaign counts to the highest first-quarter total since before the Covid-19 pandemic.”
• Responsible Investor reports that Amundi, LGIM and HESTA team up on AMR proposal at McDonald’s: “The resolution, a collaboration with US non-profit The Shareholder Commons (TSC), asks the US fast food chain to align its business, including supply chains, with the World Health Organization’s guidance on antibiotic use.
• The Financial Times reports that Enel investor challenges Italian government over board shake-up: “Row brewing over plan to replace upper echelons of state-controlled utility”.
• The Wall Street Journal reports that Tesla Investors Urge Vote Against Company’s Board Nominee: “Shareholder group, other investor say former tech chief JB Straubel is insider with strong ties to Elon Musk”.

• The Financial Times reports that Fossil fuel groups hit extra hard by divestment pledges that go viral: “Tweets about investors’ plans have an outsized impact on the value of carbon-intensive companies, research finds.”
• Bloomberg reports that Proxy Season May See More Wall Street Rejection of Climate Proposals: “Big banks seem ready to block shareholder demands for additional clarity on corporate ESG plans.”
• IPE reports that Executive pay linked to climate risk sends misleading progress message: “Investors may become distracted by engaging over pay rather than focusing on transition plans and emissions reductions, says PIRC.”
• Responsible Investor reports that Investors target companies outside CA100+ list in transition engagement push: “Companies on the list have already been sent a letter by investor members asking for more detail on their corporate transition plans, as well as whether they plan to put these plans to a shareholder vote. The letters also set out the investors’ expectations for a credible transition plan.”
• The Financial Times reports that Investors to press TotalEnergies over climate goals: “Activist Follow This and others bring motion ahead of oil group’s shareholder meeting on May 26.”
• The Financial Times reports that the UK’s biggest asset manager LGIM challenges Exxon’s climate plans: “Investor joins forces with Christian Brothers over concerns oil major is failing to disclose green transition costs.”

• The Wall Street Journal reports that Growing CEO Pay Gap Gives New York an Extra Edge Over London: “Thanks largely to big stock awards, CEOs of U.S.-listed companies tend to make several times more than those in the U.K.”
• Barrons reports that Bank Turmoil Shows More Focus on Governance Needed in ESG Ratings: “The sudden collapse of Silicon Valley Bank—one of the biggest bank failures since the 2007-09 recession—shows the importance of assessing governance, one of the three legs of ESG investing. It also raises questions of why ratings firms for ESG, or environmental, social, and governance factors, failed to spot the red flags. Much has been made about the lack of a chief risk officer at SVB Financial (ticker: SIVB)—the parent company of the failed Silicon Valley Bank—for most of last year and the bank’s troubled investments in Treasuries and mortgage securities. SVB also had a board risk committee with little experience running a bank. The only director with a background in banking was Thomas King, former chief executive of the investment banking division at Barclays , who joined in September, noted Shivaram Rajgopal, a professor of accounting and auditing at Columbia Business School. Before the collapse, the bank was rated “A,” or average, by MSCI (MSCI), the largest ESG ratings company. Average refers to “a company with a mixed or unexceptional track record of managing the most significant ESG risks and opportunities relative to industry peers,” according to MSCI’s website. ESG ratings provider Morningstar Sustainalytics gave SVB an ESG risk rating of “medium risk” and a controversy score of 1, or low. Matt Moscardi, creator of Board Sabermetrics, which evaluates corporate boards, said the issue with traditional ESG ratings is that they don’t account for the people who comprise the “G”.”
• Business Wirse reports that Strive Proxy Services Advising Voting of Shares for Clients With More Than $5 Billion in Assets
• The Financial Times reports that Boomerang chief executives provide comfort in times of crisis: “The hope is former leaders can bring stability, yet data suggests companies that bring them back underperform”.

• The Financial Times reports that BP defends climate strategy at AGM clash: “Provisional results show 17% of shareholders voted in support of activist resolution on matching Paris accord”.
• Pensions and Lifetime Savings Association published its new stewardship and voting guidelines: “The Pensions and Lifetime Savings Association (PLSA) is today publishing its 2023 update to its annual Stewardship and Voting Guidelines.” Access the guidelines directly here.
• The UK Government launched its consultation on Future regulatory regime for Environmental, Social, and Governance (ESG) ratings providers: “Environmental, Social, and Governance (ESG) ratings are assessments of ESG matters, which increasingly drive investment decisions in financial markets. As part of the Edinburgh reforms in December 2022, the Chancellor announced that the government wants to ensure improved transparency and good conduct in the ESG ratings market, and that HM Treasury will consult on a potential regulatory regime for their providers. This consultation paper sets out proposals for the scope of such a regulatory regime. The consultation opens on 30 March 2023 and will close on 30 June 2023.”
• The Financial Times reports that Pay for FTSE 100 chiefs rises by 12% despite cost of living crisis: “Most upcoming executive salary increases are still below the average for workers after investor pressure”. Read Deloitte’s full study.
• Responsible Investor reports that UK pensions regulator notes ‘areas for improvement’ in first review of TCFD reports: “The Pensions Regulator says majority of schemes show encouraging progress, expects trustees to start looking at TNFD.” Read the Pension Regulator’s full report.
• The Financial Times reports that Only 5% of FTSE 100 companies have ‘credible’ climate transition plans, says EY: “Tiny minority of biggest UK public companies would meet draft government guidelines.”
• Financial Times reports that ISS urges Barclays shareholders to question board over Staley support:  “Proxy adviser says there ‘are questions over the judgement exercised’ in support of former CEO”. Additionally, The Times reports that Glass Lewis urges Barclays investors to veto executive pay proposals:  “Scandals last year have cost UK bank hundreds of millions in fines and settlements”.
• The Times reports that Small shareholders ‘disenfranchised’ by outdated laws on digital meetings: “Small shareholders are in danger of being disenfranchised by company law that is “stuck in a 40-year-old time warp”, Archie Norman has warned the business secretary.”
• The Financial Times reports that KPMG fined £1mn over ‘rudimentary’ failures in TheWorks audit: “Big Four firm has paid £69mn of penalties over five years, far more than rivals […] The £1mn fine is the 13th against KPMG since 2018, far outstripping the frequency of penalties faced by its rivals. Deloitte, PwC and Grant Thornton have been fined six times each by the FRC over the same period. EY has been fined once.”
• Dow Jones Newswires reports on Beazley: Dissaplication of Pre-Emption Rights Resolutions Fail to Pass at Annual Meeting: “Beazley Plc said Tuesday that two special resolutions relating to the disapplication of pre-emption rights failed to pass at its annual general meeting.”

• The Banque de France published its Responsible Investment Report (“Rapport investissement responsable”): “Since 2018, the Banque de France has implemented a responsible investment (RI) approach to its own investments. It thus applies a responsible investment strategy to the management of two portfolios of assets, for which it has full and complete responsibility: portfolios backed by its own funds and pension commitments.”
• Environmental Finance reports that Axa IM votes against company director due to deforestation: "Axa Investment Managers voted against the re-election of a director of one company following its failure to engage on deforestation, an executive has said as the firm steps up its biodiversity engagement."
• Les Echos reports on the Rising remuneration for the future management of Societe Generale ("Des rémunérations en hausse pour la future direction de Société Générale"):  “The bank has decided to increase the fixed salary of the future managing director and his two deputy directors, who will be appointed in May. The remuneration of the boss of BNP Paribas is also progressing.”
• Les Echos reports on The Climate : 17 investors ask TotalEnergies to be more ambitious (“Climat : 17 investisseurs demandent à TotalEnergies d'être plus ambitieux”): “A consortium of investors, which have 1.100 billion euros in assets under management, has just tabled a draft climate resolution for the general meeting of TotalEnergies to be held on May 26. They want the oil company to align its objectives for reducing its indirect greenhouse gas emissions with the Paris agreement.”
• Les Echos reports on Challenged by shareholders, Engie defends its climate plan (“Défié par des actionnaires, Engie défend son plan climat”):  “While the energy company is facing a resolution filed by some shareholders, it has clarified its climate plan published a few weeks ago.”

• Handelsblatt reports that Deutsche Bank restricts questions (“Deutsche Bank schränkt Fragemöglichkeiten ein”): “At the Annual General Meeting, only queries to questions that have been answered in writing in advance should be admitted. There is resistance to this decision, but also to the election of the Vice President of the Supervisory Board.”
• Responsible Investor reports that BaFin publishes clarifications on view of collaborative engagement: “Germany’s financial regulator paves the way for investor coordination on sustainability issues.”
• The Financial Times reports that New Bayer chief says all options on table after investors push for break-up: “Conglomerate faces ‘unique challenges’ but separating pharma and agrichemical units not a done deal.”
• The Financial Times reports that EY banned by German audit watchdog over Wirecard work: “Big Four firm cannot take on listed companies as new clients for two years”.
• The Deutscher Corporate Governance Kodex announced Dr Nicolas Peter und Dr Jens Weidmann: new members of the Code Commission: “Federal Minister of Justice Dr Marco Buschmann will appoint two new members to the Government Commission for the German Corporate Governance Code (GCGC): Dr Nicolas Peter, the current Chief Financial Officer of BMW AG (effective 1 May 2023), and Dr Jens Weidmann, who stands to be elected Chairman of the Supervisory Board of Commerzbank AG in May 2023 (effective 1 June 2023).“

• Il Sole 24 Ore reports on Appointments, Cattaneo CEO and Scaroni president of Enel. Cingolani to Leonardo. Confirmed Descalzi (Eni) and Del Fante (Poste) (“Nomine, Cattaneo ad e Scaroni presidente Enel. Cingolani a Leonardo. Confermati Descalzi (Eni) e Del Fante (Poste)”): “Silvia Rovere president of Poste, Zafarana of Eni and Pontecorvo of Leonardo. To Terna Giuseppina Di Foggia towards the appointment as managing director, De Biasio as chairman.”
• Reuters reports that Italy approves bill to reinforce capital markets, Milan bourse:  “Italy approved on Tuesday a bill that aims to strengthen the country's capital markets and reinforce the Milan Stock Exchange's ability to compete with European peers, government officials said.”
• Quotidiano Nazionale reports that Female CEOs in large companies in Italy account for only 13.7%  (“Le donne Ceo nelle grandi aziende in Italia sono solo il 13,7%”): “Gender gaps in top management highlighted by the study of the Corporate Governance Lab of Milan’s Bocconi University.”
• Milano Finanza reports on Leonardo, here is the American slate that wishes to help Cingolani (“Leonardo, ecco la lista americana che vuole dare una mano a Cingolani”): “Steve Wood’s GreenWood fund proposes names of aerospace experts to support the new management. Opposite situation to that of Enel, where the Covalis fund is intentioned to spur Cattaneo and Scaroni.”
• Milano Finanza reports on Tim shareholders' meeting, Vivendi sends its questions and returns to the attack on the board of directors (“Assemblea Tim, Vivendi invia le sue domande e torna all’attacco del CdA”). “The French repeated their criticism on governance and remuneration policies. First and foremost, chairman Rossi is in the crosshairs, but also other board members. The proxy ISS, however, supports the board's decisions.”
• The Financial Times reports that UniCredit shareholders back CEO Orcel’s pay package: “Chair of the Italian bank praises investors for ignoring the noise over controversial plan”.

• The Financial Times reports that Ferrovial shareholders back plan to move to the Netherlands: “Ferrovial, the Spanish infrastructure group, has won shareholder backing for a contentious plan to shift its head office to the Netherlands, a setback for the Spanish government that has condemned the proposed move.”
• The Comisión Nacional del Mercado de Valores (CNMV) has published the "Report on the CNMV's supervision of non-financial information and main areas of review for the following year”: “The document describes the monitoring work carried out in 2022 in relation to the Statements of Non-Financial Information FY2021 of issuers of securities traded on regulated markets in the EU. It also includes certain priority areas for the CNMV's for the purposes of the CNMV's supervision of FY2022 Statements of Non-Financial Information.”
• Expansion reports that Galán wins massive support to remain at the helm of Iberdrola (“Galán logra el apoyo masivo para seguir al frente de Iberdrola”):  “Major proxy advisors recommend supporting all items at Iberdrola's next shareholders' meeting, to be held on 28 April.”
• Expansion reports that Naturgy pays another dividend in April and assures the same remuneration for 2023 (“Naturgy paga en abril otro dividendo y asegura para 2023 la misma retribución”): “Francisco Reynés, chairman of the company, has been re-elected for a further four years. The shareholders' meeting also approved the remuneration received by the executive last year.”
• Diario Sur reports that Unicaja Banco's board of directors after the AGM (“Así queda el consejo de administración de Unicaja Banco”): “The most important items on the agenda of the general shareholders' meeting concerned the renewal of six of the fifteen members of its board of directors, four proprietary directors representing the Unicaja Foundation and two independent directors. The proprietary members have been ratified. But not the independents, the Unicaja Foundation, the bank's main shareholder, voted against their appointment.”
• CincoDias reports that Florentino Pérez gives up 1.5 million of his variable salary with ACS far from the 2019 result (“Florentino Pérez renuncia a 1,5 millones de su salario variable con ACS lejos del resultado de 2019”): “The president of the infrastructure group decided to stop charging one million in 2021 and 500,000 euros in 2022”.

• Detroit News reports that Shareholders support Stellantis CEO compensation: “Shareholders of the maker of Jeep SUVs, Ram pickup trucks and other vehicles overwhelmingly approved the remuneration for Stellantis NV CEO Carlos Tavares during its annual general meeting on Thursday. Shareholders expressed their support for Tavares' compensation with 80.44% voting in favor of it, spokesman Fernão Silveira confirmed to The Detroit News. The approval was a reverse of last year's advisory vote when a majority of shareholders expressed disapproval of the CEO's compensation.”
• The Financial Times reports that Universal Music’s Lucian Grainge criticised over $100mn pay package: “Two top shareholders and advisory services speak out against ‘excessive’ CEO award ahead of annual general meeting.”

• IPE reports that Ethos CEO issues stark warning of UBS/Credit Suisse concentration risks: “Switzlerland’s Ethos Foundation, the pension fund-backed corporate governance and ESG fund specialist, has warned UBS of integration risks following its takeover of Credit Suisse. It is also demanding job protection and disclosure of investments that are damaging to the climate.  Ethos also says the combined banking entity now faces concentration risks in the Swiss market. In real estate, UBS and Credit Suisse provide 50% of mortgages in Geneva alone, and an even greater share across Switzerland. This represents a systemic risk, Ethos CEO Vincent Kaufmann said this morning at the AGM of UBS.  Pension funds have already warned that the deal will have a negative impact on banking sector competition in Switzerland, as well as on clients.  Kaufmann also underlined the “social consequences” of a takeover with possible job cuts.”
• The Financial Times reports that UBS shareholders line up to question Credit Suisse deal at AGM: “Chair Colm Kelleher warns of ‘significant execution risks’ in emergency takeover”.

• The Financial Times reports that Sweden’s Jacob Wallenberg hits out at ISS over dual-class share attack: “Proxy adviser accused of misusing law to take on unequal voting rights”.

• The Wall Street Journal reports that Auditors Didn’t Flag Risks Building Up in Banks: “Bond losses such as those at Silicon Valley Bank could have been raised as ‘critical audit matters’”.
• The Financial Times reports that Illumina chief’s pay nearly doubles ahead of clash with Carl Icahn: “Francis deSouza was awarded $26.7mn in total pay last year despite drop in genome sequencer’s market value.”
• The Harvard Law School Forum on Corporate Governance published an article titled Back to the Future: Option Repricing: “In the United States and around much of the globe, the 2023 proxy season looks set to take place in the first protracted bear market for more than a decade. That will have an impact on how shareholders vote, and on the types of proposals they are voting on. As public companies, investors and other stakeholders bear down for the annual flood of annual meetings, an old compensation technique may be taken out the drawer and dusted off by boards: option repricing.”
• The Financial Times reports that US executive pay bucked falling stock market in 2022: “More than a third of S&P 500 executives received pay rises last year despite negative shareholder returns.”
• Reuters reports that Amazon shareholder proposals hit record for 2nd straight year: “Amazon.com Inc faces 18 shareholder proposals, beating its 2022 record of 15, as environmental, social and governance (ESG)-focused investors push for more changes in e-commerce giant.”
• The Financial Times reports that Investors defy Goldman and BofA in vote for climate finance plans: “Lenders under pressure on emissions as shareholders go against board recommendations.”
• Responsible Investor reports that US investors and firms call for 'freedom to invest responsibly': “In a statement coordinated by Ceres and the We Mean Business Coalition, signatories – including New York City Office of the Comptroller, New York State Common Retirement Fund, CalSTRS, Franklin Templeton, Generation Investment Management and Patagonia- argued that consideration of material ESG factors is not political or ideological.”

• The Business Times reports that ESG action among Asia-Pacific listed companies driven by financial stakeholders, not regulation: survey: “Pressure from financial stakeholders is the main driver behind Asia-Pacific listed companies implementing environmental, social and governance (ESG) strategies, according to survey results from professional services company Aon. Out of the 255 private and public companies polled between October and December last year, 25 per cent of listed companies said that financial stakeholders were the main drivers of their ESG concerns. Only 18 per cent said regulators were the biggest influence, and 23 per cent said their boards and management teams were the dominant factor.”
• The Straits Times reports that Asia and Australia target greenwashing as companies risk penalties: “Having pressured South Korean oil giant SK E&S into retracting claims it would produce carbon-free gas, former fossil fuel lawyer turned climate advocate Jihyeon Ha now wants tougher action against corporates in a greenwashing crackdown in Asia-Pacific. South Korea in January became the first nation in East Asia to draft a law that would fine firms for false or exaggerated green claims, as companies in the region face more scrutiny over their environmental credentials and net-zero emissions pledges. This followed a landmark lawsuit in 2021 by advocacy group Solutions for Our Climate – where Ms Ha is head of legal operations -– accusing SK E&S of greenwashing after the oil major said it would produce “CO2-free” liquefied natural gas (LNG).”

• Reuters reports that Japan's three megabanks to face votes on climate change: “A coalition of climate groups are stepping up pressure on Japan's top three banks to cut financing linked to fossil fuels, filing shareholder resolutions to be voted on at the companies' annual general meetings in June, sources said on Monday.”
• Reuters reports that Investors seek to break through Japan Inc's 'value trap':  “Corporate governance in Japan has suddenly become a cause celebre, rousing the world's third-largest stock market out of decades of lethargy and drawing in hordes of foreign investors. Japan's stock market has long been seen by investors as a 'value trap' where companies focus on market share, hoard cash and care little about shareholder returns. While there has long been talk of change, 2023 has seen some real evidence of a shift. One such example was when the board of 75-year old elevator maker Fujitec Co Ltd ousted its chairman last month, handing a huge victory to activist investors.”
• The Financial Times reports that SoftBank unit’s sale to founder’s brother raises governance concerns: “Japanese conglomerate says Taizo Son will buy venture capital arm for undisclosed sum”.

• Teneo reports that Net Gains: Chinese Tech Companies Rapidly Gaining Ground on Western Peers in ESG: “As ESG moves further into mainstream, global business strategy, and following a general trend across its listed businesses, China’s tech sector is quietly making progress in a number of important ESG domains. The governance challenges in this all-important sector of the Chinese economy are well documented, as are the responses from government. This is particularly true in regards to the terms of increased regulation – e.g., the requirement by the China Securities Regulatory Commission (CSRC) for listed entities to disclose ESG risks associated with their operations in 2020 and the 2021 guidelines requiring them to make ESG disclosures in annual and semiannual reports. However, there has been less focus on the efforts of major Chinese mainland tech companies in other ESG domains. Environmental and social considerations are becoming increasingly important parts of their overall approach to competitive advantage and differentiation as these tech companies mature. Chinese tech companies are not alone in having adopted ESG best practices and learned lessons from businesses based in developed markets. However, particularly around the design of their ESG strategies, Chinese tech companies have also moved to forge their own identities, which focus on material sustainability-related issues. As highlighted above, this is set against a background of increasing regulatory and policy requirements and a desire to expand globally to compete with their peers in the Global North.”
• Forbes reports that Disney Forced To Face Activist Shareholder Inquiring About China: “Disney tried to kill it, but the Securities and Exchange Commission didn’t let them. The National Legal and Policy Center (NLPC), a Disney shareholder, presented a resolution at The Walt DisneyDIS +0.4% Company’s annual shareholder meeting on Wednesday, March 9 asking for an annual report on the company’s efforts to determine human rights protections in foreign countries, namely China. The resolution was put up for a proxy vote, which Disney’s board rejected, citing the shareholder sought to micromanage the company. The SEC disagreed and told Disney on January 19 that NLPC had a right to put the proxy vote before the company’s shareholders.”

• The Financial Times reports that HSBC hits back at top investor’s bid to split bank: “Response to Ping An’s rare public statement says spinning off Asia operations would erode value.”
• ESG Today reports that Hong Kong Exchange to Require Climate Reporting from All Issuers Beginning 2024: “All issuers listed on the Stock Exchange of Hong Kong will be required to provide climate-related disclosures aligned with the International Sustainability Standards Board’s (ISSB) upcoming Climate Standard, according to a new proposal released by the exchange, with the new rules anticipated to take effect for financial periods beginning January 1, 2024. The new rules, released alongside a consultation paper into the proposals, would represent a significant increase in the reporting provided by many companies, in areas including Scope 3 emissions, or those arising through the value chain outside of a company’s direct control, and scenario analysis to determine climate resilience. A report released by Hong Kong Exchanges and Clearing Limited (HKEX) in November 2022 found that, while many companies already reported on Scope 1 and 2 emissions, only around a third of issuers have started reporting on Scope 3 emissions, and around 5% have adopted climate-related scenario analysis.”
• Financial Times reports that HSBC accused by top investor of ‘exaggerating’ break-up risks: “Chinese insurer Ping An presents restructuring plan in public for first time”

• The Economic Times reports that Sebi approves regulatory framework for ESG disclosures by listed firms, reduces 800 parameters to under 50: “‘ESG’ will be introduced as a mutual fund category with greater emphasis on disclosure; ESG rating agencies will be regulated under a disclosure and code of conduct-based approach, announces: Chairperson Sebi Chairperson Madhabi Puri Buch.”
• Reuters reports that Sebi introduces ESG disclosures for Indian corporates:  “India's market regulator has introduced ESG disclosures for listed companies and a regulatory framework for ESG rating providers.”
• Business Standard reports that NSE's strict-governance platform in limbo after tepid corporate response: “Lukewarm response from corporate houses forces bourse to put NSE Prime on back burner.”

• The Financial Times reports that Dubai court orders KPMG to pay $231mn for Abraaj fund audit failure: “Group of investors had sued saying they lost money because of poor-quality audit work”.

• The Guardian reports that AMP shareholders vote against executive pay packets over concerns bonuses too high: “Shareholders at Sydney AGM say remuneration excessive for a financial institution that has dramatically shrunk in recent years.”
• The Australian reports that ASX 200 companies failing to report supply chain slavery links: “Australia’s ASX 200 listed companies are underreporting instances of modern slavery in their supply chains, according to the Australian Council of Superannuation Investors (ACSI), with only 8% of company statements identifying one or more allegations or instances of modern slavery”