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Monthly Roundup – August 2023
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Note: anchor links are not supported by all email clients which might lead to limited functionality.
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UK: ISSB Standards: An Overview of What is Considered the 'Global Baseline'
This memo provides an overview of the ISSB standards which have recently been finalised by the IFRS and are considered by many investors as the global baseline for ESG/Sustainability Reporting.
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Spain: Georgeson’s Carlos Sáez authored an El País article titled “How to prepare for the 2024 meeting season” (“Cómo preparar la temporada de juntas 2024”)
“Proxy advisors and institutional investors expect companies that receive significant levels of dissent (20%+ votes against management recommendations), to have a specific action plan to reduce the level of dissent. This action plan is particularly important to all parties on resolutions of remuneration, diversity and board independence.”
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US: Georgeson’s Kilian Moote and Edward Greene wrote an article for Directors & Boards titled “ESG and the 2023 Proxy Season”
“Despite a rise in the number of ESG proposal submissions in the United States, shareholder support has declined. Only 35 (6%) ESG proposals have received majority support from shareholders this year, compared with 88 (16%) during the previous season. The decline of shareholder support is in part owing to a higher volume of prescriptive ESG proposals, which are less likely to garner majority backing from investors. Overall, the rising number of ESG proposal submissions suggests that these topics are becoming a lasting and integral component of corporate governance discussions.”
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US: Georgeson’s Bill Fiske is quoted in a U.S. News article titled “What Is a Hostile Takeover? Definition and High-Profile Examples”
“William Fiske, U.S. head of M&A and Contested Situations at shareholder consulting firm Georgeson, explains how corporations and investors attempting a takeover cater to shareholders: “The potential acquirer will continue to increase the offer price and extend the offer deadline to attract more acceptance from shareholders. The goal is to acquire a significant percentage of shares so that the potential acquirer can leverage their voting power to prompt the board into engaging in negotiations for a mutually agreeable deal.””
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Spain: elEconomista pushed an interview with Georgeson’s Carlos Sáez titled “The Boards have become a toothache for companies” (“Carlos Sáez (Georgeson): ‘Las Juntas se han convertido en un dolor de muelas para las compañías’”)
“In 2023 only two companies [Ferrovial and Aena] have brought the Say on Climate resolutions to the board, last year there were three [Ferrovial, Aena and Repsol]. This is still a gradual progress, if you compare it with the rest of Europe. From our experience, and taking into account that these resolutions are held voluntarily, companies are afraid to do so for fear of receiving high levels of opposition and exposing themselves to possible risks. But, in some cases, they are forced to do so by pressure from investors. The two Spanish companies that have traditionally dealt with these issues have been under pressure from a specific investor, TCI.”
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US: Georgeson’s Cas Sydorowitz presented at a Computershare and Georgeson webinar titled “Activist Investing Trends At European Annual Meetings: Lessons For US Companies”
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There are lessons that US public companies can learn from the latest trends and themes shaping the landscape of shareholder activism in the UK and Europe. In this webinar, we examine the strategies employed by activist investors to influence corporate decision-making, and explore case studies that showcase successful campaigns, from the demands to how they prevailed. This webinar equips you with the knowledge and tools to navigate the continuously changing realm of activist investing and unlock new opportunities for shareholder engagement.
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Italy: Georgeson held a Say on Season 2023 event in partnership with Chiomenti in Milan on 5 July 2023
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The annual event hosted by Georgeson at the end of the proxy season, this year in collaboration with Chiomenti, made an assessment of the FTSE MIB AGM season in terms of voting results, proxy advisors’ and investors’ behaviour on remuneration resolutions and renewals of Board of Directors, and sustainability trends. Georgeson's Stefano Marini, Lorenzo Casale, Alberto D’Aroma and Francesco Surace hosted round tables with speakers representing all sides of the industry (academics, institutional investors, issuers, lawyers, proxy advisors).
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- Pensions and Investments reports that BlackRock voted against a record 91% of all shareholder proposals in 2023 proxy season: “BlackRock Inc. voted against a record 91% of all shareholder proposals — and against 93% of those focused on environmental and social issues — during the 2023 proxy year, its latest report shows. In their annual global voting spotlight report published Wednesday, BlackRock's investment stewardship team — which makes voting decisions on both management and shareholder proposals on behalf of BlackRock's clients — attributed its large number of “no” votes this year to several factors, including a huge influx of shareholder proposals. The vast majority were deemed to be ‘poor quality’ by the BIS team, either because they were "lacking economic merit," were "overly prescriptive" and "sought to micromanage a company's strategy," or were simply redundant, asking a company to do something it had already done, the report said.”
- The Wall Street Journal reports that The Proxy Advisory Duopoly Gets New Scrutiny: “The House Judiciary Committee on Tuesday sent letters to the proxy advisory duopoly, Glass Lewis and Institutional Shareholder Services (ISS), asking for documents related to agreements they may have with other proxy firms, asset managers, stockholder engagement service providers, and climate alliances or initiatives. The proxy firms appear “to have colluded with institutional investors to force American corporations to ‘decarbonize’ their assets and reduce their emissions to net zero,” the letter notes.”
- The Wall Street Journal reports that BlackRock Gives Investors a Say: “BlackRock clients who represent more than $550 billion in assets joined the Voting Choice program.”
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- The Financial Times reports that FTSE 100 bosses given average 16% pay rises: “Median blue-chip index chief was paid 118 times the median full-time worker in the UK in 2022”.
- The Financial Times reports on UK chiefs pay: investors are too strict about restricted stock: “Hybrid schemes where share plans are mixed with restricted stock units are common in the US.”
- The Times reports that a Third of financial company directors sit on at least four boards: “A third of directors at big British financial services companies sit on the boards of at least four businesses, according to research that will fuel concerns that senior figures in the City are stretching themselves too thinly. The accounting and professional services group EY found that directors at leading UK financial firms each sit on an average of three boards and 33 per cent had four or more seats. Holding multiple jobs was most common in banking, where 65 per cent of directors sat on more than two boards, according to the EY survey, which looked at 19 big UK financial services companies and 208 board members. That compared with 40 per cent in insurance and 39 per cent in asset management. The findings throw a spotlight on the issue of “overboarding”, which is a common corporate governance complaint among investors. Institutional Shareholder Services and Glass Lewis, the two leading investor advisory groups, keep a close eye on the issue and Britain’s corporate governance code stipulates that non-executives should have enough time to carry out their board duties. There are fears that directors who sit on multiple boards are unable to oversee companies properly because they have too many commitments.”
- The Times reports Sky’s the limit for boss’s pay packet: “Dana Strong, the chief executive of Sky, has been paid more than $30 million in the two years since she took charge of the broadcaster, establishing her as one of the UK’s best-paid bosses. US telecoms giant Comcast paid the American $15.2 million (£11.9 million) in salary, incentive payments and other benefits in 2022, a year in which Sky suffered a sizeable fall in revenues. On the FTSE 100, only Pascal Soriot — the boss of Covid vaccine pioneer AstraZeneca — was paid more than Strong, 53, last year. He received £15.3 million.”
- Sky News reports on the Call for reforms as median FTSE 100 chief executive pay topped £3.91m in 2022: “Companies should be required to have at least two elected representatives on the committees that set pay and should provide more detail on remuneration for top earners beyond the executives, the High Pay Centre said.” Read the full High Pay Centre report.
- The Financial Times reports that Wizz Air investors approve chief executive’s bonus package extension plan: “Almost 30% of carrier’s free float was cast against the move to give József Váradi until 2028 to unlock £100mn reward”.
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- Il Sole 24 Ore reports that UniCredit adopts the “super board”: one-tier system, goodbye to the board of statutory auditors (“UniCredit vara il super cda: sistema monistico, addio al collegio sindacale”): “Decision taken by an extraordinary board meeting to “further improve the governance quality”: now the requests for authorization, starting from Bce.”
- Il Sole 24 Ore reports on the Italian Stock Exchange, 27 debuts and 1.5 billion collected year-to-date (“Borsa Italiana, da inizio anno 27 matricole per una raccolta di 1,5 miliardi”): “Four IPOs on Euronext Milan for a 1.35 billion collection. Barbara Lunghi, primary market manager: ‘Dynamic semester compared to other primary markets. This autumn may bring interesting numbers’.”
- Milano Finanza reports on Pirelli, internal committees appointed, one established for sustainability. Agreement with tax authorities on Patent Box regime renewed (“Pirelli, nominati i comitati, istituito uno per la sostenibilità. Rinnovato anche l’accordo col fisco sul regime Patent Box”): “The first meeting of the new BoD established the corporate general management as well, entrusted to Francesco Tanzi after the government decision with the golden power. Tax benefit for €40 million in the three-year period 20-22.”
- Il Corriere della Sera reports on Piaggio, what changes after the death of Colaninno: sons Matteo and Michele in charge (“Piaggio, cosa cambia dopo la morte di Colaninno: le redini ai figli Matteo e Michele”): “What will happen to Piaggio after the passing of Roberto Colaninno, the entrepreneur who bought the Group in 2003 and then led the revival by focusing on a strong brand internationalization?”
- Il Sole 24 Ore reports on Pirelli-Sinochem, the Chinese at the crossroads on the agreement. Tronchetti meets Jiao Jian (“Pirelli-Sinochem, cinesi al bivio sul patto. Tronchetti incontra Jiao Jian”): “First face-to-face on Wednesday, powers delegated and committees launched by the BoD. The Sinochem-Silk Road agreement will expire on September 29: a test on the post golden power environment.”
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- CincoDias repost that The CNMV warns EiDF that the information provided is not enough to relist (“La CNMV advierte a EiDF de que la información aportada no basta para volver a cotizar”): “The regulator analyzes the reformulated accounts and concludes that additional information is necessary to allow their return to the stock market. The company calls a shareholders' meeting on September 21 and appoints four new directors.”
- Expansion reports that This is how shareholders see Ibex executives (“Así ven los accionistas a los ejecutivos del Ibex”): “14 chairmen and 14 CEOs of the index have been ratified by the shareholders' meetings of their companies this year, with an average of 95.4% of the votes in favour, up from the previous 92.5%.”
- CincoDias reports that Unicaja appoints Isidro Rubiales, Chairman Azuaga's right-hand man as CEO (“Unicaja nombra consejero delegado a Isidro Rubiales, mano derecha del presidente Azuaga”): “The new executive replaces Menéndez and closes the internal conflict on the board. The entity has appointed Isidro Rubiales, right-hand man to Chairman Manuel Azuaga, as the new CEO to guide the bank's strategy over the coming years. In this way, Unicaja has opted for an internal profile with a long history at the bank to avoid the shocks that have accompanied the leadership over the last two years.”
- Expansion reports that ESG investments put to the test in an inflationary world (“Las inversiones ESG, a prueba en un mundo inflacionista”): “Although rising inflation and interest rates, the war in Ukraine and the energy crisis have pushed sustainable investing to the back of some investors' agendas, the overwhelming view among professional investors is that the engines at long-term investments that underpin sustainable investments remain intact. But more product variety and transparency are still needed for many investors to feel comfortable with them.”
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- The Financial Times reports that US regulators raise pressure on board members at competing companies: “Federal Trade Commission joins Department of Justice antitrust division in scrutiny of ‘interlocking directorates’”.
- The Financial Times reports that SEC lawyers subpoena fund managers over ESG disclosures: “The US Securities and Exchange Commission enforcement division has sent document requests, including subpoenas, to several asset managers relating to their environmental, social and governance investment marketing this year, lawyers said, suggesting a potential crackdown looming for the sustainable fund world. Among the SEC’s areas of inquiry are conventional investment funds that have repurposed themselves as ESG funds, the asset management industry lawyers said. Also in focus are cases where funds offered in the US and Europe may share strategies, holdings or portfolio managers but offer differing amounts of information on either side of the Atlantic. The inquiries come after the SEC enforcement division in March 2021 formed a task force to hunt for misconduct in climate and ESG investment disclosures. While it settled ESG cases against companies and asset managers including Goldman Sachs and BNY Mellon in 2022, none have been filed so far this year.”
- The Wall Street Journal reports on The Rise and Fall of the Chief Diversity Officer: “Diversity, equity and inclusion—or DEI—jobs were put in the crosshairs after many companies started re-examining their executive ranks during the tech sector’s shake out last fall. Some chief diversity officers say their work is facing additional scrutiny since the Supreme Court struck down affirmative action in college admissions and companies brace for potential legal challenges.”
- Bloomberg reports that Women Hold a Third of S&P 500 Boards Seats With Gains in June: “Women have made a strong showing in the S&P 500 this year, including holding a record 41 chief executive officer jobs, even as a backlash against corporate diversity policy by key Republicans have called into question future priorities.”
- IR Magazine reports that SEC adopts cyber-security rules without director expertise element: “The SEC initially proposed adding Item 407(j) to require disclosures about the cyber-security expertise, if any, of a company’s board members. The measure attracted a lot of feedback and was ultimately dropped.”
- Responsible Investor reports that Corporate governance experts await SEC ruling on AGM voting windows proposal: “Resolution asks firm to initiate changes to governance documents or proxy statements to give shareholders ‘reasonable time’ to vote after final proposal presented.”
- The Wall Street Journal reports that C-Suite Salaries Are Now Subject to Cuts, as a Popular Pandemic Practice Persists: “Executives at technology companies such as Zoom Video Communications, Intel and Micron Technology have taken cuts to their base salary this year as their businesses trimmed spending and laid off workers. And as was the case during the pandemic, the cuts to base pay have gone beyond chief executives to include finance chiefs, operations leaders and corporate attorneys.”
- The Financial Times reports that Apollo sued over $570mn tax payout to top executives: “Pension fund says windfall for private equity titans is unjustified”.
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- Business Times reports that Outflow from S-E Asia ESG funds continues on higher energy prices: “CAPITAL continued to flow out of environmental, social and governance (ESG) funds in South-east Asia, and into non-ESG funds, for a second consecutive quarter on the back of higher energy prices. ESG funds domiciled in Singapore, Thailand, Malaysia and Indonesia recorded net outflows of US$66.2 million for the second quarter of this year, according to data from Morningstar. That extended an outflow of US$104.1 million in the previous quarter, and reversed net inflows of US$37.6 million from a year ago. Conversely, non-ESG funds in the four Asean markets saw net inflows of US$6.8 billion, adding on to US$3.4 billion of inflows in the previous quarter.”
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- Responsible Investor reports that China A-shares show ‘accelerated’ ESG performance, says local ratings provider: “The proportion of listed Chinese companies that received top ESG scores has increased sevenfold since 2018, according to a recent study by domestic ESG consultancy SynTao Green Finance. The findings are based on an analysis of the benchmark CSI 800 index which consists of large, mid and small-caps within China’s A-share market – and firms’ corresponding ESG scores as assessed by Shangdao Ronglv, a SynTao GF-owned ESG ratings service. Shangdao Ronglv was the first A-Shares ESG ratings dataset when it launched in 2015 and is widely used in China. Rated issuers receive an overall ESG score (ranging from A+ to D), and environmental, social and governance-specific scores based on almost 700 data points drawn from topics such as supply chain management, climate policies and business ethics. The ratings now cover all listed companies in Mainland China, Hong Kong listed companies under Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, and major bond issuers.”
- Yahoo news reports on China Looking to Bolster Its ESG Credentials: “When it comes to environmental, social, and governance (ESG) being part of the corporate lexicon and mentions on earnings calls and in regulatory reports, it’s not a stretch to say that Western economies, including Europe and the U.S., are leaders. Conversely, it can be said that the emerging economies, including China, have some work to do when it comes to broader implementation of ESG standards at the corporate level. It appears the world’s second-largest economy is cognizant of that fact. That could have longer-ranging implications for exchange traded funds such as the KraneShares MSCI China ESG Leaders ETF (KESG). KESG, which tracks the MSCI China ESG Leaders 10/40 Index, is less than two weeks removed from its third birthday. The KraneShares ETF focuses on publicly traded Chinese firms that sport strong ESG scores relative to sector peers. The fund is a relevant at a time when more Chinese companies are prioritizing ESG and upping related reporting.”
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- SCMP reports that How Hong Kong’s landlords can work with companies to better achieve ESG and carbon goals: “The Hong Kong government has set an ambitious target to reduce its carbon intensity by 65-70 per cent by 2030 compared with 2005. Given that buildings consume 90 per cent of the city’s electricity, it’s clear that landlords – and their tenants – must work together if Hong Kong is to reach its goals and become a more sustainable city. Fortunately, there has been growing momentum from developers and tenants to prioritise sustainability and environmental, social and corporate governance (ESG) considerations when selecting properties to lease. Over the past two years we have noticed tenants placing a high priority on sustainability and ESG considerations when selecting properties to lease. They expect deeper collaboration with landlords on sustainability initiatives, including energy efficiency, waste management and green building certifications. For example, when Hongkong Land initiated a pilot project for its Green Fit-Out and Operation Recognition Scheme, we expected only a few tenants to participate. When word got out, we received more than 30 requests to join the scheme.”
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Head of ESG, UK and Europe
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