• The Financial Times reports What is the point of proxy fights?: “They are wildly expensive, extremely divisive and go on for too long. And even if you win, you lose”.
• The Wall Street Journal reports The Priciest Shareholder Fight Ever Is Headed to Disney’s Boardroom: “More than $70 million could be spent in bid to win everyday investors’ votes”.
• The Wall Street Journal reports A Tiny Hedge Fund Is Becoming a Thorn in the Side of Energy Giant BP: “London-based Bluebell Capital Partners has a history of aiming at big targets, and sometimes hitting them”.
• The Financial Times reports Activist fund Elliott targets Japan’s biggest property group: “US investor calls on Mitsui Fudosan to stage ¥1tn buyback and sell stake in company behind Tokyo Disneyland”.
• The Australian reports Shareholder activist demands for board representation up 9pc but success rate plunges: “Australian shareholder activists launched a spate of campaigns last year but their success rate halved, despite sharemarket volatility and a weaker economy, the Diligent Market Intelligence: Shareholder Activism Annual Review 2024 report has found. Last year out of 74 activist campaigns concluded in Australia only 16 per cent were successful, half the 31 per cent proportion in 2022.”
• The Financial Times reports Activist shareholders target Samsung to unlock value: “Investors in South Korea emboldened by Japan’s corporate governance drive.”
• The Financial Times reports How Klarna’s boardroom spat exposed a schism at Sequoia Capital: “Tension between past and present leaders of Silicon Valley’s premier venture group have spilled into the open”.
• Reuters reports Carl Icahn to get two board seats on JetBlue's board: “JetBlue Airways said on Friday it had agreed with activist investor Carl Icahn to appoint two people from his firm to the airline's board, days after he took a stake of about 10% in the airline.”

• The Financial Times reports JPMorgan and State Street quit climate group as BlackRock scales back: “Reduced participation means none of top five money managers fully back Climate Action 100+”.
• The Financial Times reports Asset managers’ green U-turn exposes energy transition cakeism: “The narrative of a perfect correlation between doing good and doing well has broken down”.
• The Financial Times reports How to make green incentives pay: “Green metrics for executive bonuses are on the rise – but so is scepticism”.
• The Financial Times reports What is the point of ESG ratings?: “Amalgamation of different metrics means the final score can feel arbitrary”.
• The Times reports Asset management involves more than a ticking a climate box: “Institutional shareholders are under pressure to show they are holding companies to account on issues such as the climate crisis, but this has led to a rise in ‘unthinking stewardship’”.
• The Financial Times reports Exxon accused of ‘bullying’ tactics in legal pursuit of climate activist investors: “Shareholder group Follow This seeks to dismiss US oil major’s lawsuit after dropping green resolution”.
• The Wall Street Journal reports Business Groups Sue California to Block Climate Disclosures: “’The days of California setting the standard for the rest of the nation are gone,’ said Tom Quaadman, executive vice president of the chamber’s capital-markets group. If California’s law is allowed to stand, he said, it could usher in a patchwork of state requirements that could theoretically overlap or even contradict one another.”

• The Financial Times reports We are all hypocrites on corporate governance: “Sound management and controls don’t improve returns — far from it”. In response to Stuart Kirk’s article, Chartered Governance Institute’s Sara Drake wrote a letter, also published by the FT.
• The New York Times reports Millions of Fund Investors Are Getting a Voice: “BlackRock, State Street and Vanguard have opened up voting on environmental, social and management issues. It’s not true shareholder democracy, but it’s progress.”
• The Wall Street Journal reports Tesla and Elon Musk Show Why Governance Doesn’t Matter—Until It Does: “Companies with dominant shareholders have a record of outperformance, but the wheels can come off quickly in a crisis”.
• IPE reports Institutional investors call for an end to virtual-only AGMs: “Reliable use of technology and a call for virtual-only AGMs to only be held in emergency situations, were among the requests of Shareholders for Change.”

• Board Agenda reports Pay for NEDs in Europe falls in real terms: “Low fee increases over the past five years mean non-executive directors’ pay rises have dropped below inflation, survey shows.”
• The Financial Times reports ExxonMobil warns EU that red tape might push it to invest elsewhere: “US energy giant says Brussels needs to cut its climate-related regulatory burden to draw private funding.”

• FTSE Women Leaders published its 2024 report: “Published in February 2024, our latest report shares insight and progress in delivering gender balance across FTSE 350 and 50 of the largest private companies.”
• Board Agenda reports UK Corporate Governance Code an ESG ‘disappointment’: “Thinktank criticises the Financial Reporting Council for deleting ‘pretty tame’ measures related to ESG from the latest version.”
• The Telegraph reports CBI chief pushes for US-style executive pay packages for UK bosses: “Rupert Soames wants top salaries at Smith & Nephew to reflect Wall Street practices.”
• The Spectator reports Is diversity actually good for business?: “It is a sacred mantra of the business circuit that diverse boards improve company performance. It has apparently been proven in multiple studies by the world’s leading companies such as McKinsey and BlackRock, as well as regulators like the Financial Reporting Council (FRC). The evidence is so irrefutable that one FTSE 350 chair raged that ‘There have been enough reports… statistics and… evidence-based research to stop talking about it and get on with it.’ Another viewed the evidence that diversity trumps any other attribute as so ironclad that he tells executive search firms, ‘I don’t want to see any men. I don’t care if they’re Jesus Christ. I don’t want to see them.’ But does the evidence really show that diversity is the key to business success, or is this a case of confirmation bias – accepting a claim uncritically just because we want it to be true?”
• The Guardian reports Women hold 42% of board seats at big UK firms, but just 10 are FTSE 100 bosses: “Burberry, M&S and Next fare best for female representation but too few women are in top roles, report says.”
• The Telegraph reports British hostility towards high earners is undermining the City: “Restrictive pay packets are helping fuel a US-bound exodus of listed businesses.”

• The Financial Times reports Bernard Arnault to nominate two more sons to LVMH board: “Alexandre, 31, and Frédéric, 29, will join siblings Delphine and Antoine as part of patriarch’s succession planning”.

• The Financial Times reports Germany still needs to learn from Wirecard on whistleblowers: “Legal protection for those who call out wrongdoing has improved but more needs to be done.”

• Ethos calls for a Binding vote on sustainability report at Novartis’ AGM: “The agenda for the annual meeting 2024 of Novartis contains an unpleasant surprise for shareholders: the vote on the sustainability report, which is mandatory for Swiss listed companies as of this year, will be consultative rather than binding. For Ethos, this decision is contrary to the spirit of the law and the interests of shareholders. Another issue: executive remuneration is on the rise again.”

• Eumedion announced that fully virtual annual meeting only permitted in emergency situations: “Listed companies should only hold a fully virtual annual meeting in emergency situations. In such a situation, the continuity of decision-making or the safety and health of meeting visitors is at stake. Holding a physical or hybrid annual meeting is not responsible in that situation. Eumedion writes this in its comments sent to the House of Representatives today on the bill that makes it possible for companies to hold shareholder meetings (AGMs) completely virtually from now on.”

• The Financial Times reports Italy’s parliament approves controversial company board reforms: “Last-minute amendments to capital markets bill overhauls how boards are appointed”.
• Milano Finanza reports Unicredit, final sprint for the board of directors slate. The tandem Andrea Orcel - Pier Carlo Padoan goes to the confirmation. Crt protest (“Unicredit, volata finale per la lista del cda. Il tandem Andrea Orcel – Pier Carlo Padoan va verso la conferma. La protesta di Crt”): “Nominations will be filed by the end of next week. Then the discussion with investors will begin in view of the shareholders' meeting on 12 April. In the meantime, the Turin foundation is ready to submit its concerns about the selection process to Bankitalia and Consob.”
• Sole24Ore reports Business, only 24% of CEOs and 32% of managers are women (“Imprese, solo il 24% dei ceo e il 32% dei manager è donna”): “The Rome Business School study "Gender Gap and Work in Italy" reveals a still high pay gap to the detriment of women in Italy. Gender inequality risks being 'the ball and chain' of Italy's economic growth, despite the slight positive signs that have come, for example, from female employment, which has reached 52.2%, a historical record, but at the same time a level that is still far from the European average of over 60%.”

• Cinco Días reports The CNMV asks that CEOs lose influence over independent directors (La CNMV pide que los CEO pierdan influencia sobre los consejeros independientes): “An independent technical study proposes limiting when these senior officials can be renewed.”
• Okdiario reports The Spanish Government forces women to be given "preference" over men on the Boards of Ibex companies (“La ley de paridad da ‘preferencia’ a la mujer sobre el hombre en la cúpula de las empresas del Ibex”): “The Government is moving forward with the so-called "Parity Law”, which will force the private sector to have a "balanced" representation of women and men on its Boards of directors, under threat of sanctions.”
• Half of the Stock Market is shielded from hostile takeovers with core shareholders (“La mitad de la Bolsa está blindada a opas hostiles con núcleos duros”): “About thirty companies listed on the Stock Exchange in Spain have a single controlling shareholder with a majority stake of more than 50%. In others, it is easy to form a hard core by grouping two or three investors at most. And in special cases such as Redeia, Enagás and IAG, strict legislation prevents assaults on the capital of these groups, considered strategic assets and, therefore, subject to limitations on voting rights.”
• Cinco Días reports The CEO of Talgo will receive four million euros in shares if there is a change of control (“El consejero delegado de Talgo recibirá cuatro millones de euros en acciones si hay cambio de control”): “The expected change at the head of Talgo's management, if the takeover bid prepared by the Hungarian Magyar Vagon goes ahead, would come with a reward for the CEO of the train manufacturer, Gonzalo Urquijo Fernández de Araoz.”

• IPE reports NBIM’s divestment decisions based on environmental, social risks yield NOK10bn returns: “‘There is still a way to go before we reach our goal of net zero targets and transition plans for all the companies in the portfolio,’ says Carine Smith Ihenacho”.

• The Wall Street Journal reports Only Tesla Shareholders Can Clean Up Musk’s Compensation Mess: “The ruling against Musk’s prior pay deal throws negotiations over his next package into disarray”. Additionally, the Wall Street Journal also reported on The Money and Drugs That Tie Elon Musk to Some Tesla Directors.
• The Financial Times reports Top accounting firms admit breaking rules safeguarding audit independence: “US regulators require staff and families to disclose possible conflicts of interest.”
• US Chamber of Commerce argues California Should Not Set Nationwide Climate Disclosure Rules: “California's new climate disclosure laws would impose significant costs and compliance burdens on businesses, threaten First Amendment rights, and could lead to a chaotic patchwork of state laws.”
• Bloomberg Law reports American Airlines Pilot Advances Suit Over 401(k) Plan ESG Ties: “It’s one of the first private-sector lawsuits to argue that a retirement plan fiduciary breached its duties by pursuing ESG investments—those aimed at promoting socially conscious goals—at the expense of workers’ financial interests.”
• The Wall Street Journal reports An Executive Bought a Rival’s Stock. The SEC Says That’s Insider Trading.: “Defense lawyers have dubbed Panuwat’s case the first involving “shadow insider trading,” a label that describes executives making well-timed bets in the shares of other companies.
• Reuters Reports Apple defeats lawsuit claiming it overpaid CEO Tim Cook, others: “The plaintiff said Apple in 2021 and 2022 awarded a respective $92.7 million and $94 million of performance-based restricted stock units to Cook and four other executives, though its compensation committee intended to award just $77.5 million each year.”
• The Wall Street Journal reports A New Business Ownership Disclosure Rule Launched, but Many Don’t Know About It: “In a NSBA survey of its membership published in November, about 47% of respondents said they had no idea what the Corporate Transparency Act was, while another 25% said they had heard of the law but didn’t know whether they needed to report. Only about 16% said they were aware and did have to report and 12% said they were aware but weren’t required to report.”

• Reuters reports Asia advances sustainability-related finance taxonomies, disclosure rules & public-private partnerships in ESG: “Major developments in environmental, social & governance (ESG) policies at the national and international levels in Asia indicate that ongoing progress in sustainability will continue in 2024.“

• The Financial Times reports Toyota Industries investor blames group’s ‘broken culture’ for data scandals: “GMO demands urgent corporate governance changes and further unwinding of cross-shareholdings”.
• Nikkei Asia reports Insurer divestment plan raises hopes for Japan corporate reform: “Companies with weak balance sheets open to selling pressure, say analysts”.

• The South China Morning Post reports Mainland China’s stock exchanges issue first guidelines on corporate sustainability disclosure: “The guidelines are aimed at ‘guiding listed companies to practice the concept of sustainability, and promoting the high-quality development of listed companies,’ said Beijing Stock Exchange”.
• The South China Morning Post reports China’s EV makers face rising EU demands on climate disclosures, sustainability compliance, eroding export edge: “EU regulations and laws aimed at achieving its 2050 net zero ambition have major implications for Chinese firms, says TUV Rheinland technical manager”.

• The South China Morning Post reports Green finance: Hong Kong’s expertise can help Asia’s emerging markets fill climate funding gap, IFC regional head says: “Hong Kong has three strengths that are indispensable for fostering climate financing: technical, legal and financial knowledge,’ says Riccardo Puliti”.

• The Financial Times reports South Korea unveils reforms to unlock value of listed companies: “Financial regulators vow to introduce ‘stronger incentives’ than Japan”.
• The Financial Times reports Samsung chair acquitted of stock manipulation and fraud charges: “Heir to South Korean conglomerate Lee Jae-yong has maintained merger was ‘normal business activity’”.

• The Financial Times reports Sustainable investors confront political uncertainty: “Australian pension fund CIO discusses sustainable investing amid political uncertainty”.
• The Australian reports CA ANZ study finds almost a third of Aussie companies are already disclosing their climate risk: “Almost one in three Australian companies now make disclosure about their climate 'risks' ahead of the introduction of mandatory reporting requirements, a study by Chartered Accountants Australia New Zealand has found. It found that the main areas reported by companies were impairment of non-current assets due to climate-related risks, as well as disclosures of the exposure to climate-related risks and how risks were factored into cashflow projections.”
• The Australian Financial review reports BCA demands 12-month delay in climate reporting and warns on green litigation wave: “The introduction of mandatory climate disclosures should be delayed until mid-2025 to reduce the risk of mistakes being made because the system is rushed, the Business Council of Australia has urged. The exposure draft of the new laws was released on January 12 and they are due to kick in for the country’s biggest companies mid-year.”