• An analysis of shareholders' meetings held solely through the Designated Proxyholder by Italian companies included in the FTSE MIB index.
• An overview of Italian companies included in the FTSE Italia All-Share index that have proposed to their shareholders the approval of an amendment to their bylaws to provide for the possibility of holding shareholders' meetings solely through the Designated Proxyholder, even after the expiration of the extension provided by the Decreto Capitali.
• An overview of the Italian companies included in the FTSE Italia All-Share index that have proposed to their shareholders the creation of a category of shares with multiple voting rights or the strengthening of such a mechanism.

• The Wall Street Journal reports Disney, Bob Iger Defeat Activist Nelson Peltz in Shareholder Vote: “Investors support company’s slate of board nominees; Peltz loses bid to become a director in win for the Disney CEO”. The Wall Street Journal also reported on Nelson Peltz’s Disney Consolation Prize: A $300 Million Gain.
• The Financial Times reports Hedge fund urges board shake-up at Novavax over struggling Covid vaccine: “Shah Capital wants change in US biotech’s strategy as its shares have tumbled since their pandemic peak”.
• The Financial Times reports Activist investor calls on Wood Group to consider New York listing: “Sparta Capital urges FTSE 250 engineering services group to also look into possible sale.”
• The Wall Street Journal reports A Tiny Activist Fund Is Trying to Unseat Larry Fink: “Bluebell Capital proposal to remove the BlackRock CEO as chairman faces long odds”.
• The Financial Times reports Berlusconi family group calls for European media consolidation amid ProSieben boardroom battle: “MediaForEurope pushing its own board nominees but denies planning takeover of German broadcaster”
• AI-CIO reports Shareholder Activists Call for Removal of ExxonMobil CEO: “The exempt solicitation states that ExxonMobil retaliated against shareholders Arjuna Capital and Follow This, which filed a proxy resolution with the company to discuss carbon emissions. The solicitation alleges that Exxon sued to “silence constructive discussion of its strategy.” That lawsuit was filed in January 2024.”

• The Financial Times reports Time for investors to turn up the heat on climate governance: “Good governance is not necessarily a guide to a company’s environmental credentials”
• Reuters reports Europe stands firm against US-driven ESG backlash: “Steady investor demand in Europe for environmental and socially responsible investments and wide-ranging regulation are helping Europe's finance industry withstand political pressures that have pushed some U.S. peers to backtrack on their green agendas.”
• The Financial Times reports Woodside Energy chief defends climate plan ahead of shareholder vote: “Australian oil and gas developer pushed to set more binding net-zero commitments”.
• The Financial Times reports Equinor: A case study on the trouble with greening oil and gas companies: “Shareholder resolution highlights challenges around Norwegian company’s climate pledge”.
• The Financial Times reports Climate targets oversight group backtracks after staff revolt: “Science Based Targets initiative says its guidance on carbon offsets has not changed pending draft rules in July”.
• The Financial Times reports Unilever says new laxer environmental targets aim for ‘realism’: “Consumer goods giant extends deadlines and reduces the scale on its ESG goals”.

• The Telegraph reports No evidence diverse management teams boost profits, says study: “New research disputes claims diversity is a ‘business imperative’ that drives financial results”
• The Financial Times reports Why CEO succession is so difficult to get right: “Boards are being forced to think about finding future leaders earlier as shareholders demand greater insight.”
• The Financial Times reports Exxon chief earns four times as much as bosses at Shell and BP: “The $40mn pay packet for Darren Woods comes amid debate in London about transatlantic valuation gap”.

• IPE reports Corporate Sustainability Due Diligence Directive final text gets green light: “The European Parliament today approved the final text for the EU’s Corporate Sustainability Due Diligence Directive”.
• The Times reports Europe risks being left behind on pay, warns AstraZeneca chief: “Sir Pascal Soriot defends £18.5 million remuneration package as necessary to attract the most talented personnel as he reports healthy quarterly results.”

• The Financial Times reports More FTSE 100 groups asking investors to back executive pay rises, says Deloitte: “Higher number of blue-chip groups propose boosting payouts significantly to compete with US”.
• The Financial Times reports AstraZeneca shareholders approve CEO Soriot’s £18.7mn pay despite revolt: “Almost 36 per cent of shareholders voted against a £1.8mn rise for the pharma group’s boss”. Previously, the Financial Times reported AstraZeneca’s Pascal Soriot ‘massively underpaid’ at £16.9mn, says top shareholder.
• The Financial Times reports Ex-Smiths chief set for pay bump after quitting UK conglomerate for smaller US group: “Paul Keel in line for multimillion-dollar pay rise despite jumping to a company half Smiths’ size”.
• The Financial Times reports Martin Gilbert faces investor revolt over governance concerns: “AssetCo is one of the only UK public companies to have an all-male board, Glass Lewis says”.

• Responsible Investor reports French MPs in new push to mandate Say on Climate votes: “Amendments that would make it compulsory for shareholders to be offered a vote on listed companies’ climate transition plans, as reported under CSRD, are being debated at the National Assembly.”

• The Financial Times reports German watchdog finds EY’s Wirecard audits grossly negligent: “Apas stops short of establishing criminal intent in Big Four firm’s conduct.”
• The Financial Times reports ISS clashes with German blue-chips over boardroom independence: “Proxy adviser calls on investors to replace chairs of BASF and Munich Re, who previously served as chiefs of their groups”.

• The Financial Times reports Stellantis chief’s pay package approved by investors despite dissent: “Carlos Tavares’s controversial remuneration deal of €36.5mn was rejected by almost 30% of shareholders”.

• The Financial Times reports Telecom Italia chief defeats attempt to unseat him: “Pietro Labriola secures fresh mandate after phone carrier averted clash with biggest shareholder Vivendi at AGM”.
• Milano Finanza reports Finance, an all-male world? Here's what has changed in 35 years and where women have arrived (“Finanza, un mondo di soli uomini? Ecco cosa è cambiato in 35 anni e dove sono arrivate le donne”):  “Barber Conable. Ernst-Gunther Broder. Jacques de Larosière. These were the names at the top of world finance when the MF-Milano Finanza newspaper first hit the newsstands in 1989. Conable headed the World Bank, Broder the European Investment Bank (EIB) and Larosière the International Monetary Fund (IMF). Three men, as men were also Nicholas Brady, US Treasury Secretary, and Carlo Azeglio Ciampi, Governor of the Bank of Italy. Thirty-five years later, finance is still a male-dominated sector - female CEOs of listed companies in Italy are only 2% of the total according to Consob data - but many of the financial institutions mentioned above have (or have had) a female leader.”
• Milano Finanza reports Overpaid top managers? The ranking of maxi pay in Piazza Affari. And how much they made for shareholders (“Top manager pagati troppo? La classifica dei maxi-stipendi di Piazza Affari. E quanto hanno fatto guadagnare agli azionisti”):  “The remuneration of the top executives of FTSE Mib listed companies in 2023 grew by 11%, twice as much as inflation (+5.9%). First on the list is the CEO of Stellantis, Carlos Tavares, with EUR 36.4 million, or 518 times the average salary of an employee of the automotive group. Here is who really deserved the salary and who less.”
• La Repubblica reports UniCredit, shareholders' meeting approves financial statements and remuneration policy. Board of Directors elected (“UniCredit, assemblea approva bilancio e politica remunerazione. Eletto CdA”): “Among other things, the Shareholders' Meeting approved, with 87.96 per cent of the share capital present and entitled to vote, the 2024 Policy Report, with 88.05 per cent the Compensation Report, with 98.14 per cent the adoption of the Group Incentive System 2024, with 96.71 per cent of the capital the buy-back.”
• Milano Finanza reports Tim, shareholders' meeting confirms Pietro Labriola as CEO, low turnout. Merlyn second list, then Bluebell: all the names of the new board of directors (“Tim, l’assemblea conferma Pietro Labriola come ad, affluenza bassa. Merlyn seconda lista, poi Bluebell: tutti i nomi del nuovo cda”): “The turnout was decidedly below expectations: only 50.77% of the capital was present at the meeting. Vivendi's abstention was decisive. Umberto Paolucci, Stefano Siragusa and Paola Giannotti also joined the board of directors. The share price flew at Piazza Affari. No surprises in the Tim shareholders' meeting: the board list obtained 48.97%. Pietro Labriola was re-elected as CEO, while Alberta Figari became the new chairman after Salvatore Rossi stepped down.”

• The CNMV publishes the annual report on the supervision of the non-financial information of issuing companies  (“La CNMV publica el informe anual de supervisión de la información no financiera de las empresas emisoras”): “The National Securities Market Commission (CNMV) has today published the "Report on the supervision by the CNMV of non-financial information and main areas of review for the following year. Fiscal Year 2022". This document details the supervisory work of the NFRs for the financial year 2022 of issuers of securities traded on regulated markets in the EU, when Spain acts as the home Member State. In addition, the priority areas for supervision to be carried out by the CNMV in the NFRS corresponding to the 2023 financial year are presented. The report also details the regulatory developments and obligations that will arise in the coming years once the new European sustainability standards are implemented.”
• Ok Diario reports Congress overturns Diaz's plan to include unions on boards of directors (“El Congreso tumba el plan de Díaz que imponía incluir a los sindicatos en los consejos de administración”): “The Labour Commission of the Congress has rejected Sumar's proposal that required companies to include unions on boards of directors. PSOE has supported this measure, but the joint votes of Junts, PNV, PP and Vox have reversed this obligation. Although the rejected proposal was not legislative in nature, the inclusion of unions in the high sphere of the company is a recurring request of the leader of Sumar and Minister of Labour, Yolanda Diaz, and in fact the 2024 regulatory plan includes the provision to draw up a law with this objective.”
• Europa Press reports Enagás receives AENOR's highest recognition in the field of Good Corporate Governance (“Enagás recibe el máximo reconocimiento de AENOR en materia de Buen Gobierno Corporativo”): “Version 2.0 of AENOR's Good Corporate Governance Index measures the degree of compliance of companies in terms of governance, taking into account seven variables: the composition of the board, the functioning of the board, its committees, remuneration, the general meeting of shareholders, transparency and other aspects of corporate governance and compliance. The company's CEO received the certificate at a ceremony and pointed out that the audit carried out for the granting of this certificate has endorsed the company's good work in this area, emphasizing the soundness of its corporate governance model, as well as the quality and accessibility of the information published on its corporate website; in line with its commitment to transparency.”

• Bloomberg reports SoftwareOne Shares Rise After Board Ouster Spurs Bid Speculation: “New chairman is open to fresh bids but not currently in talks; Bain Capital isn’t looking into new offer, no plans to engage.”

• The Financial Times reports Why this year’s voting season could be more intense than ever: “The number of environmental and social shareholder proposals filed at US companies hit a record high in 2023, and that high volume is expected to continue this year, Institutional Shareholder Services said in an April 1 report.”.
• Reuters reports Tesla shareholder seeks to bar Musk from dodging Delaware pay ruling: “A Tesla investor who successfully sued to void CEO Elon Musk's $56 billion pay package asked a Delaware judge on Wednesday to prevent the electric carmaker from bucking the court's authority by moving its legal home to Texas. Richard Tornetta's legal team asked Delaware Chancellor Kathaleen McCormick to rule on his request before Tesla's June 13 annual meeting, where shareholders will vote on reincorporating in Texas and approving Musk's 2018 pay package.”
• Reuters reports Goldman Sachs should split CEO and chairman roles, proxy adviser ISS says: “Goldman's size and complexity makes it difficult for any one person to run both the company and the board, ISS said.”
• The Wall Street Journal also reported Boeing Reveals Executives Got an Extra $500,000 in Private-Jet Perks: “Plane maker revises disclosures for personal trips by CEO and other executives after Journal investigation.”
• The Wall Street Journal reports Warner Bros. Discovery Lost Money Last Year. Its CEO Got a $50 Million Payday: “Much of David Zaslav’s compensation was tied to free cash flow, which soared amid cost-cutting efforts”.
• The Wall Street Journal reports Walmart Founder’s Son to Retire From Retailer’s Board: “Rob Walton is the longest serving board member after joining company in 1969”.
• The Financial Times reports Meet the pest-control boss with the $140,000 dining perk: “So why are shareholders paying so much for his meals? Rollins’ latest proxy statement lists Gary as having incurred $141,902 in perquisites related to “Use of Executive Dining Room” during 2023 — equivalent to slightly more than the total salary of a cabinet member of the UK government.”
• Bloomberg Law reports Pfizer Shareholders Reject Political Spending, Lobbying Bid: “It failed with 13.7% voting in favor, at its annual meeting”
• The Wall Street Journal reports Regulators Restart Bid to Curb Bonus Pay on Wall Street: “Banking regulators are planning to revive a proposal that would require big banks to defer compensation for executives and take back more of their bonuses if losses pile up, according to people familiar with the matter.”

• The Financial Times reports Who owns Japan’s hoard of corporate art?: “Shareholder pressure is building on companies over disclosure of the treasures they hold”.
• Nikki Asia reports that Japan to give companies more transparency on unnamed shareholders: “Updated code would lower hurdles to identifying investors behind custodians.”

• The South China Morning Post reports Expect more proposals on ESG issues in China, as reforms unleash minority shareholder activism, Allianz GI says: “The mainland Chinese stock market is poised to see the emergence of shareholder resolutions on environment and social issues next year, as incoming corporate governance reforms start allowing many more minority owners to present proposals for voting, a stewardship expert said. Many institutional investors – previously constrained by a shareholding threshold for submitting resolutions – have just over a year to prepare for a new opportunity to escalate their stewardship activities, said Chris Liu Jianyuan, a stewardship analyst at Allianz Global Investors (Allianz GI). “Since the annual general meetings season ends in June – the revised law will come into effect just after that – the impact on activities will start being felt in the 2025 voting season,” Liu told the Post.”
• The South China Morning Post reports PetroChina on track to peak carbon emissions, double output powered by low-carbon energy: top executives: “PetroChina, the nation’s largest oil and gas producer, is on track to reach its goal to peak carbon emissions next year and is confident it can double the contribution of low-carbon energy to total output capacity over two years, its top leaders said. As it reported its annual results on Monday, the Beijing-based energy titan unveiled a new target of having low-carbon energy account for 7 per cent of total energy production capacity by next year, up from 3.6 per cent last year. Previously, the company has said it aims to have low-carbon energy account for a third of total output capacity by 2035, rising to 50 per cent by 2050.”

• The South China Morning Post reports that City University of Hong Kong calls for broader ESG reporting coverage, says all financial institutions licensed by SFC should submit emissions data: “All financial institutions licensed by the Securities and Futures Commission (SFC) to carry out regulated activities should be required to submit environmental, social and governance (ESG) reports that cover their overall greenhouse gas emissions for the development of a comprehensive ecosystem of sustainability disclosures in the city, City University of Hong Kong (City U) said. The SFC has 10 types of regulated activities, which include dealing in securities and asset management. All of the about 2,600 companies listed in Hong Kong are required to publish annual sustainability reports on their ESG performance, alongside mandatory periodic financial reports. However, of the firms licensed by the SFC, only about 600 participate in exchanges in the city, while 2,544 are not.”
• The Securities and Futures Commission (SFC) suspends dealings in Tianyun International Holdings Limited shares over massive missing corporate funds: “The Securities and Futures Commission (SFC) has directed The Stock Exchange of Hong Kong Limited (SEHK) to suspend dealings in the shares of Tianyun International Holdings Limited (Tianyun) under the Securities and Futures (Stock Market Listing) Rules (SMLR) with effect from 9:00 am on 15 April 2024 (Notes 1 and 2). The SFC’s action stemmed from an investigation into a purported transfer of RMB34 million executed by a Mainland subsidiary of Tianyun in December 2021. In March 2022, PricewaterhouseCoopers (PwC), the then auditors of Tianyun, found irregularities during the annual audit of Tianyun which uncovered a major discrepancy between Tianyun’s internal financial records and its actual bank balance independently obtained by PwC in relation to a bank account maintained by the Mainland subsidiary. Between April and October 2022, Tianyun published various announcements disclosing the matter and the findings of the forensic investigation conducted by its independent forensic accountant (Note 3). Tianyun claimed that the discrepancy was caused by an unauthorized transfer of RMB34 million executed by an executive of the Mainland subsidiary without the knowledge of Tianyun’s senior management.”

• The Australian Financial Review reports Large companies must file climate reports from 2025: “Large companies have been given a six-month reprieve to 2025 to include climate-related information in their financial reports under a government plan to encourage investment in the transition to a net-zero economy.”
• The Australian Business Review reports Voting for corporate climate confusion: “ Australia’s oil and gas industry is once again on the defensive. In the latest challenge facing the sector, activists are pushing for a vote against Woodside’s climate plan, and against the re-election of its chairman on related grounds, at the upcoming AGM.”
• Australian Financial Review reports Australia’s richest firms get $331m in grants to reduce emissions: “The safeguard mechanism requires the 215 largest emitters to cut their CO₂ emissions by 4.9 per cent each year between now and 2030. The new grants will allow recipients to reduce emissions on average by 12 per cent, or about 2½ years of cuts under the policy.”
• The Australian Financial Review reports Vanguard guilty of greenwashing in ASIC’s first major court win: “Investment giant Vanguard is on the hook for potentially millions of dollars in damages after the Federal Court found it misled investors about its $1 billion ethical bond fund, in the corporate watchdog’s first greenwashing court victory.”