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Monthly Roundup – January 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: Memo on Pre-Emption Group Update and Investor Survey
The memo covers the following topics:
- What are the new principles from the Pre-Emption Group in relation to share issuance limits without pre-emption rights?
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- How do the new UK guidelines compare with best practices across the rest of Europe?
- How has this change affected the voting guidelines of proxy advisors?
- How will investors respond to companies seeking the authority to issue shares without pre-emptive rights up to the new limit? Georgeson has conducted an investor survey on this issue and has gained insightful perspectives from major investors.
- Why should investors support the new 10%+10% limit in the UK? Mark Austin, the author of the Secondary Capital Raising Review, has put forward the rationale for why these changes are warranted and deserve investor support.
- Are FTSE 350 companies putting forward share issuance authorities with the higher limit yet?
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Italy: Study on the Alignment between Investors and Proxy Advisors for the FTSE MIB
The study compares the votes cast by 30 globally-recognised institutional investors at the 2022 AGMs of the Italian issuers of the FTSE MIB index, with the voting recommendations expressed by the three most influential proxy advisors operating on the Italian market (ISS, Glass Lewis and Frontis Governance). The report details the alignment between votes cast and voting recommendations, generally on all the resolutions and specifically for each typical agenda item, both aggregately and individually for each investor.
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US: BlackRock Updated 2023 U.S. Proxy Voting Guidelines
In December 2022, BlackRock released its 2023 U.S. proxy voting guidelines that outline its 2023 stewardship expectations. Key changes to its U.S. proxy voting guidelines are discussed including: Climate Risk, ESG Disclosure Expectations, Board Composition and Effectiveness, Executive Compensation, Shareholder Proposals, Contested Director Elections, and Special Situations.
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US: ISS and Glass Lewis 2023 US Policy Updates
“Institutional Shareholder Services (ISS) and Glass Lewis (GL) have published their updated proxy voting policies for shareholder meetings held on or after February 1, 2023 (ISS) or January 1, 2023 (GL). ISS key policy updates relate to board accountability in the case of problematic governance structures and officer exculpation article amendments under Delaware law…GL key policy updates relate to board diversity, board accountability for climate-related issues and officer exculpations provisions.”
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Global: Georgeson’s Daniele Vitale is quoted in Board Agenda’s article titled “Activist investor campaigns rise back up to pre-Covid levels”
‘Georgeson expects a rise in ESG activism, citing Strive Asset Management, an anti-sustainability investment fund. Led by Vivek Ramaswamy, a self-styled ‘scourge’ of ‘woke’ companies, Strive has attempted to win board seats at Warner Music. Vitale says he expects the ‘anti-ESG debate to continue to polarise industry opinion in the US’. In Europe, however, he believes activists are targeting companies they consider to be laggards on ESG issues because they fail to disclose vital sustainability information. ‘As a result, such stakeholders are increasingly using activism as a tool to apply pressure on such companies,’ Vitale says.
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US: Georgeson’s Kilian Moote is quoted in Law.com’s article titled “Activists' Shareholder Proposals Are Seeking Ever-Greater Detail on ESG Efforts”
“Whereas shareholders in recent years pressed companies to provide more employee demographic information, there likely will be an increase in proposals specifically targeting information in such areas as recruitment, retention and promotion rates of diverse populations, said Kilian Moote, managing director of the ESG Advisory at Georgeson. It’s a continuation of the 2022 proxy season, when ‘we saw more ambitious or nuanced questions related to social issues. In particular, diversity, equity and inclusion proposals continue to be a major focus and theme of those that are filing resolutions.’”
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Italy: Georgeson’s Lorenzo Casale is quoted in a Milano Finanza article entitled “Governo: proxy in pressing su nomine” (Government: proxy advisors put pressure on the board appointment processes)
“’We have been telling ourselves for years that proxies are important for the market, so for once we went to measure when and how the vote misaligned with respect to proxy indications,’ Lorenzo Casale, Georgeson's head of market for Italy, explains to MF-Milano Finanza. The analysis covered the 344 resolutions of the FTSE MIB in 2022 and took into account the indications of the three main proxies operating internationally, namely ISS (used by 90% of the sample), Glass Lewis (63.3%) and the smaller Frontis Governance (13.3%), and the choices of the top 30 investors on the Italian market.”
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Italy: Georgeson’s Lorenzo Casale is quoted in a La Repubblica article entitled “Da Eni alle Poste: Governo e centrodestra a caccia delle poltrone nelle partecipate” (From Eni to Poste: the government and the centre-right hunt for board candidates for investee companies)
“Added to this is the fact that we are talking about listed companies, whose boards of directors must also have the approval of market investors. ‘Who by now exercise a maniacal attention to gender equality (there is a tendency to put female chairman and male CEO or vice versa), to the international profile of the candidates, to the ESG skills, in a sort of matrix that must be attached to the lists,’ confirms Lorenzo Casale, head of market Italy at Georgeson. It will be up to the Treasury, which will present the lists together with the subsidiary Cdp, to respect these criteria as much as possible so that at the shareholders' meeting the top management appointments will not only pass with the votes of the state shareholder but, at least in part, also with those of the market."
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Spain: Georgeson’s Carlos Saez Gallego and Claudia Morante participated in our Good Corporate Governance Conference, which was covered by CincoDías
“The CNMV wants independent directors to be truly independent. The vice president of the regulator, Montserrat Martínez Parera, demanded yesterday that these figures of the management of the companies be protected and that they be granted a mandate for an adequate time so that they soak up the company without losing connection. Martínez Parera picked up the gauntlet in a speech delivered yesterday morning at the WomenCEO good corporate governance conference, organized by Georgeson. The vice president requested, on the one hand, that companies limit the duration of independent directors below the 12 years established by law.”
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UK: Georgeson is sponsoring the 2023 NED Debate which is being held on 22 February.
On Wednesday 22 February 2023, the Non-Executive Directors’ Association (‘NEDA’) and WTW are hosting the annual NED Debate, in association with CMS and sponsored by Georgeson.
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Creating the ‘Effective Board’ is a central theme for all organisations, ensuring that they are well governed and well managed. The leader of the board is ‘the Chairman’ and so the simple equation to consider is “a good Chairman = a good Board.”
“This post-Covid Annual Debate will seek to explore the role of the Chairman, especially how the role has evolved, including the language and terminology in current use – should reference be made to the traditional title of Chairman or what is seen to be more inclusive use of ‘Chair’ or even ‘Chairperson’? Given the pivotal nature of the role the essential factor is to make sure you have the right person in post. The problem is individuals may take on the role as the “next person in line”, rather than having the appropriate blend of capabilities - the knowledge, the skills, the attributes and the experience needed. Can ‘the Chairman’ be trained and educated, or are they born with the innate ability to draw on their personal traits and bring out the best in their team?”
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Italy: Georgeson’s Lorenzo Casale, Alberto D’Aroma, and Francesco Surace spoke at a Georgeson event titled "Proxy Advisors And Investors: The Relationship Between Recommendations And Votes"
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Georgeson is pleased to invite you to the Webinar "Proxy Advisors and Investors: the relationship between recommendations and voting" which will be held on January 20 at 11.00. Georgeson will present his study on the statistical distribution between investor votes and proxy advisor recommendations, deepening the issue with the intervention of institutional and trade representatives. Some aspects of the study will be presented during the webinar and will be the subject of debate during the round table.
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US: Georgeson hosted a webinar titled “What To Expect In The 2023 Proxy Season” on 24 January
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Everything companies should know about investor priorities, voting polices, ESG and regulatory developments as they prepare for 2023 proxy season.
Preparing for the 2023 annual meeting season can seem overwhelming amid new and pending regulatory changes, moving ESG targets and emboldened investors of all types.
Join this webinar to hear a discussion of the trends and topics that warrant consideration as you plan for your annual meeting. You will hear from proxy and ESG experts on what investors are prioritizing in advance of the 2023 season.
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UK & Europe: Georgeson hosted a webinar titled “Investor Insights: Expectations For The 2023 Annual Meeting Season”
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ESG risks and opportunities continue to impact corporate strategic decisions now more than ever. As stakeholder demands for transparency grow, companies must address the complex tasks of incorporating ESG metrics into executive pay and defining and quantifying environmental and social factors – all while wading through the lack of standards and agreed frameworks. Investors, aware of issuer challenges, are themselves facing the impact of an evolving landscape of return on ESG engagement and non-financial ESG-related themes on the 2023 proxy season.
Georgeson interviewed thirty global institutional investors representing $47 trillion in assets under management that cover voting and engagement in the UK, Europe, US, Japan and ASEAN markets about 2023 expectations to create the December 2022 Institutional Investor Survey Insights Report.
In this webinar, you’ll hear directly from investors with reference to the Institutional Investor Survey Insights Report on their priorities and expectations for company annual meetings in 2023.
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Spain: Georgeson is co-hosting a presentation titled “How to prepare for the 2023 AGM Season” on 16 February
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We invite you to the presentation of the annual study by Georgeson and Cuatrecasas in which the behavior of investors during the last meeting campaign is analyzed, and the main challenges for the 2023 Meeting Season are identified in order to help listed companies Prepare your next regular meeting. On this occasion, we will have the participation of Loreto González , Senior Client Partner of Korn Ferry , to discuss the selection and evaluation in the board of directors; a subject that acquires more importance in each season together.
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US: Georgeson hosted a webcast titled “2023 Proxy Season: Considerations for Your Proxy Statement and Preparing for Your Annual Meeting”
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Latham & Watkins and Georgeson join together to discuss what public companies and their advisors should know, and be doing now, as we enter the 2023 proxy season.
The second 60-minute program of the three-part proxy season webcast series covers the following topics:
- Executive compensation updates and proxy considerations
- SEC and ESG updates
- Proxy disclosure trends and drafting tips
- Latest proxy advisor and institutional investor policy updates
- Shareholder proposal highlights
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- Norges Bank CEO, Nicolai Tangen, wrote an article in the Financial Times titled “Boards behaving badly should watch out”: “Starting in 2023, we also plan on filing our own shareholder proposals. Companies should report on climate matters and set net zero targets. Filing climate-related proposals where companies do not meet our expectations and are clear laggards sends a signal to the board that they need to step up their efforts.”
- The Wall Street Journal reports that Activist Urges Six Flags to Monetize Its Real Estate: “Land & Buildings has a roughly 3% stake in the theme-park operator, presentation says”.
- The Financial Times reports that Shareholders bring US abortion battle to the boardroom: “US companies face demands to explain how they are affected by tough restrictions”.
- The Financial Times reports that Activist investor Jeff Ubben urges Bayer to look for external CEO: “Inclusive Capital takes €400mn stake as German group grapples with legacy of Monsanto takeover”.
- The Financial Times reports that Glencore shareholders demand more clarity on coal plans: “Investors including LGIM and HSBC seek more disclosure from mining group as coal division booms”.
- The Wall Street Journal reports that Southwest Airlines Meltdown Prompts Questions From Big Investor: “New York State Comptroller asks the carrier how it will prevent another widespread operations failure”.
- The New York Times reports that Apple Reaches Deal With Investors to Audit Its Labor Practices: “The tech giant will assess its compliance with its official human rights policy, according to a federal filing.”
- The Wall Street Journal reports on Activist Investor Nelson Peltz to Disney’s New Board Chair: No Thanks: “Entertainment company’s appointment of Nike’s Mark Parker to Disney chairman puts a Bob Iger loyalist in control of succession”.
- The Financial Times reports that Salesforce appoints new directors in response to activist criticism: “Co-founder Marc Benioff refreshes software giant’s board after coming under fire from investors”.
- The Financial Times reports that Warner Music dodges ex-employee’s push for board seat under new SEC rules: “Former talent scout has sued company alleging culture of sexual harassment”.
- The Financial Times reports that Elliott builds activist stake in 146-year-old Japanese conglomerate: “Fund aims to unlock value in critical EV battery parts supplier Dai Nippon Printing”.
- The Financial Times reports that Activist fund takes aim at South Korean tobacco maker KT&G over dividends: “Singapore-based Flashlight Capital calls for group once targeted by Carl Icahn to return $1.86bn to shareholders”.
- Reuters reports ValueAct calls for Seven & i to spin off 7-Eleven retail chain: “Hedge fund ValueAct Capital urged Seven & i Holdings shareholders on Thursday to back a spin-off of the company's 7-Eleven convenience store chain, arguing the move would improve the conglomerate's valuation and corporate governance.”
- BCG advises on Preparing for the New Generation of Shareholder Activists: “Shareholder activism is returning to prepandemic levels, but with a twist. Professional activists like Elliott or Starboard are not driving the resurgence. Instead, a new generation—largely comprising traditional investors—is leading the charge. They have often held their positions for a while, are impatient for better returns, and are increasingly comfortable pushing for change.”
- The Wall Street Journal reports Activist Investor Ryan Cohen Takes Stake in Alibaba and Pushes for More Stock Buybacks: “Activist investor Ryan Cohen has built a stake in Alibaba Group Holding Ltd. worth hundreds of millions of dollars and is privately pushing the Chinese e-commerce giant to accelerate and further boost its share-repurchase program, according to people familiar with the matter. Mr. Cohen, known as the meme-stock king for helping ignite explosive rallies in GameStop Corp. and others, built the stake in the second half of last year, the people said.”
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- The New Yorker reports on The C.E.O. of Anti-Woke, Inc. “By mocking corporate virtue-signalling on climate change and racial justice, the biotech founder Vivek Ramaswamy is becoming a right-wing star.”
- The New York Times reports that BlackRock’s Pitch for Socially Conscious Investing Antagonizes All Sides: “Right-wing officials are attacking BlackRock for overstepping. Those on the left say the world’s biggest asset manager is not doing enough.”
- Reuters reports that ESG funds set for first annual outflows in a decade after bruising year: “ Investors pulled more money from funds marketed as "sustainable" than they added for the first time in more than a decade in 2022, hit by fallout from the Ukraine war, tumbling financial markets and a political backlash against the industry.”
- Law & Liberty reports on ESG By Another Name? “Before we talk about ESG, we need to distinguish ESG as a process from ESG as a product.”
- The Deal reports that Anti-ESG Activist Launches ISS Advisory Rival "Strive Asset Management LLC, an anti-ESG activist, has launched a proxy advisory and voting service for investors focused on “stewardship in a pro-fiduciary manner,” in an effort to provide what it views as a conservative alternative to incumbents Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC.Strive said Strive Proxy Voting, launched on Tuesday, Jan. 10, will make voting recommendations for client investors “with the sole interest of maximizing” investor value, with no plan to advance a ‘progressive social and political agenda.’”
- Responsible Investor reports that US and European investment giants diverge on corporate climate votes: Big European managers oppose more than half of corporate climate votes, research by shareholder advisory firm reveals”.
- Reuters argues that Vanguard's climate group exit shows retail investors trail on ESG: “ Vanguard Group's decision last month to quit a key climate change coalition underscores how the retail investors who dominate its client base focus less on environmental, social and corporate governance (ESG) priorities than institutional investors.”
- The Financial Times reports that Activists criticise insurance industry’s first attempt to measure carbon emissions. “Campaigners say new standard allows firms to omit the largest chunk of greenhouse gases”.
- ESG Today reports on IFRS Chair: Global Sustainability and Climate Reporting Standards to be Released in June: “The IFRS Foundation’s International Sustainability Standards Board (ISSB) will be releasing the finalized versions for the first global standards for sustainability and climate-related reporting in June of this year, according to IFRS Chair Erkki Liikanen.”
- The Financial Times reports that Investor Jeff Ubben questions ESG funds in second act as activist: “ValueAct founder launches campaign for changes at Bayer while claiming environmental aims”.
- ESG Today reports 97% of Top Execs Expect Climate Change to Impact Company Strategy & Operations: “Nearly all high-level executives at large companies around the world expect climate change to impact their organizations’ strategy and operations over the next three years, according to a new survey released today by global professional services firm Deloitte, with top issues already affecting their businesses including resource scarcity, changing consumption patterns and carbon taxes.”
- Bloomberg reports Wall Street Climate Tactic Called ‘Engagement’ Yields Results: “Wall Street’s preferred tool for pushing portfolio companies to decarbonize is getting some results, according to a report from environmental nonprofit CDP. Companies that were asked by investors to disclose their environmental impacts were 2.3 times more likely to do so than those that weren’t asked directly, CDP said. The findings are from CDP’s 2022 Non-Disclosure Campaign, an initiative that saw 260 financial institutions with about $30 trillion in assets—including HSBC Holdings Plc and Schroders Plc—encourage 1,466 global companies to report environmental data. Engagement, also known as stewardship, is the process by which investors are supposed to have constructive dialogue with a portfolio company’s management on matters material to its future outlook. That includes plans related carbon emissions. It’s a core tenet of asset managers’ ESG strategies and is credited by some for having pushed companies to improve environmental standards and cease sales of harmful products.”
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- The Financial Times reports on ‘Overboarding’: why it has become a hot issue for companies: “Shareholders are demanding that serial directors not spread their time too thinly”.
- Business Times reports that Asia’s banks see widening gap between ESG leaders and laggards: “ASIA’S major banks are seeing a widening gap between environmental, social and governance (ESG) leaders and laggards, according to a World Wide Fund for Nature (WWF) report published on Thursday (Jan 12). While leading banks in Singapore and Malaysia made headway on implementing environmental and social risk policies in 2022, over half of the 46 regional lenders surveyed in the report made “little to no progress”, said the WWF. It added that banks in Vietnam and the Philippines lagged the most. Kristina Anguelova, head of sustainable finance in Asia at WWF Singapore, said the gap was “largely driven by regulation”. The central banks in Singapore and Malaysia have set out climate risk management guidelines, with climate stress tests planned or underway. Such green policies have prompted lenders to “restructure internally, to meet the regulators’ demands”, she said.”
- Reuters reports that Strong ESG issuance in Asia defies global decline: “Sustainable funding held up in Asia during a rough patch globally last year thanks to strong local demand, and bankers say a pipeline of de-carbonisation projects is likely to keep deals flowing in 2023. Issuance of bonds tied to environmental, social and governance (ESG) themes grossed $142 billion in Asia Pacific last year, barely below the record $144 billion of 2021, according to data from Refinitiv. That contrasted with declines of 30% or more in total issuance in Europe and in the United States. Participants say the 2022 issuance in Asia was fuelled on the supply side by the gargantuan task of greening Asia's energy grid and by low yuan interest rates in top issuer China, where investment from domestic institutions supported prices. "Increased issuance in domestic currencies has compensated for the fall in the cross-border market, which was similar to the global picture," said Atul Jhavar, head of sustainable capital markets for the Asia-Pacific at Barclays.”
- The Globe and Mail reports on Fears of proxy populism as fund investors get the power to vote as shareholders: “Investors in the world’s largest exchange-traded funds are gaining the power to vote as shareholders at companies within those portfolios – a development that could ratchet up discord over environmental, social and governance issues.”
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- AFEP released its 2022 Corporate Governance Code for listed companies (“Code de gouvernement d'entreprise des sociétés cotées”): “Afep and Medef have drawn up a new version of the corporate governance code for listed companies (Afep-Medef Code). This version incorporates several changes aimed at placing the CSR strategy, particularly in climate matters, at the heart of the Board's missions. It is particularly recommended that the board, on the proposal of the general management, determines multi-year strategic orientations in these areas, particularly with regard to the climate for which this strategy must be accompanied by precise objectives defined for different time horizons. This climate strategy and the main actions undertaken for this purpose are presented to the general meeting of shareholders at least every 3 years or in the event of a significant change. In order to support a movement already widely underway to integrate CSR criteria into executive compensation.”
- L’Agefi reports that Management joins forces to make the filing of shareholder resolutions more flexible (“Les gestions se coalisent pour assouplir le dépôt de résolutions d’actionnaires”): “Phitrust and CIAM have already brought together around fifteen players. Bercy and the AMF look at the text.”
- Les Echos reports that Individual shareholders demand live remote voting at general meetings (”Les actionnaires individuels réclament le vote en direct à distance aux assemblées générales”) : “In 2021, Amundi revolutionized the organization of AGMs by offering its shareholders, for the first time, live remote voting. Since then, this voting method has not taken off. Quite the contrary. However, individual shareholders are campaigning for its generalization”.
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- Bolsamania reports on Cellnex: the resignation of the CEO is "bad news" and "opens a stage of uncertainty" (“Cellnex: la renuncia del CEO es una ‘mala noticia’ y ‘abre una etapa de incertidumbre’”). “Although Bankinter's experts reiterate their buy advice on the stock, they have not yet issued a buy recommendation.”.
- Expansión reports that The Ibex is close to 40% of women on its boards (“El Ibex se acerca al 40% de mujeres en sus consejos”): “The index incorporated 43 new directors, 36 of them women, raising the female presence to 37.3%, three points more than at the end of 2021. Women currently occupy 156 of the 421 positions of directors of the Ibex. Eight out of ten are independent, and only two are executives.”
- elEonomista reports that Iberdrola seals an agreement with Norges Bank to invest 1.225 billion in Spain (“Iberdrola sella un acuerdo con Norges Bank para invertir 1.225 millones en España”): “Iberdrola will have a majority percentage of 51% in the assets. Norges Bank Investment Management is also one of the main shareholders of Iberdrola, with a participation of more than 3% for more than seven years. As a result of this relationship, Norges Bank Bank Investment Management has decided to make its first direct investment in renewable assets in Spain with Iberdrola.”
- El Mundo reports on the The keys to green hydrogen, Spain's commitment to be the 'battery' of Europe on which renewables depend (“Las claves del hidrógeno verde, la apuesta de España para ser la 'pila' de Europa de la que dependen las renovables”): “2022 has been marked by the energy crisis, due to fear of gas shortages, green hydrogen became an alternative. The Mediterranean countries set 2030 as the date for the great appearance of hydrogen. The key is that hydrogen allows energy to be stored in a potential way.”
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- Ethos announced that Ethos and its European partners strengthen their collaboration within the "Ethos European Network": “Ethos and European consultants specialising in corporate governance come together within the "Ethos European Network". This new network will enable each partner to offer detailed analysis, governance research and voting recommendations to the general meetings of the largest listed companies in Europe. It has no impact on the customers of the respective partners who will continue to benefit from the same products and services as in the past. The Ethos guidelines on the exercise of voting rights will also continue to be applied unchanged.”
- The Financial Times reports that Credit Suisse launches lawsuit against Zurich finance blog: “Swiss bank calls for removal of parts of articles published by Inside Paradeplatz since July 27”.
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- The Financial Times reports that Republicans target proxy advisers ISS and Glass Lewis in ESG backlash: “Attorneys-general take aim at pair with influence over corporate shareholder votes”.
- Responsible Investor reports that CA100+ investors ‘failing to hold directors at US focus companies to account’: “Majority Action report finds initiative’s most systemically important investors have poor records on director votes at climate laggards.”
- The Financial Times reports on Corporate concentration: boardroom rosters plagued by same old faces: “Biden administration wants to prevent rivals colluding to push up prices or stifle competition.”
- Bloomberg reports that Elon Musk Says Proxy Advisors Hold Too Much Sway in Stock Market: “ISS, Glass Lewis ‘effectively control, share market, Musk says; Rise of passive investing has concentrated shareholder voting.”
- Reuters reports Delaware judge rejects early unmasking of activist fund investors in proxy bylaw fight: “In a big win for activist investors, hedge fund Politan Capital Management LP has shut down an attempt by medical device maker Masimo Corp to use the litigation discovery process to unmask Politan’s investors.”
- Semafor reports A win for corporate raiders: “U.S. rules governing how activist hedge funds and hostile bidders can accumulate stock positions in secret haven’t been meaningfully changed since 1968. Now, the Securities and Exchange Commission is finalizing reforms and likely to back off its most far-reaching proposals, people familiar with the matter said. That retreat would hand a win to investors like Bill Ackman and Carl Icahn, and their brokers on Wall Street.”
- Pensions&Investments reports SEC looks to propose, finalize dozens of rules in 2023: “The Securities and Exchange Commission will remain busy in 2023, introducing new rule proposals aimed at strengthening markets and finalizing a lengthy list of existing proposals unveiled in recent years, according to its updated regulatory agenda. The agenda, posted Wednesday, features 23 items in the proposed rule-making stage and 29 items in the final rule-making stage.”
- Investment News asks Hey, can the SEC really do that?: “Questioning the extent of regulatory power is becoming the go-to criticism of most SEC proposals, a trend that will only become more prominent now that Republicans control the House. Even though they only obtained a five-seat majority in the chamber in last November’s elections, it gives the GOP a platform to pound away at the Securities and Exchange Commission. The party will challenge just about every action the agency takes.”
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- Xinhua News Agency reports that China Mulls Revising Company Law to Improve Corporate System: “A draft revision of China's Company Law has been submitted to the nation's top legislature. Chinese lawmakers will consider changes intended to improve the corporate system. The draft revision before the Standing Committee of the National People's Congress seeks to improve the corporate system by implementing rules that address shareholder responsibility and corporate governance. Lawmakers considered a draft revision in December 2021. The new draft would strengthen the responsibility of shareholders in capital contribution when the company is unable to repay debts due and in other cases. The draft revision also would improve rules involving the organizational structure of companies in an effort to enhance corporate governance.”
- The Financial Times reports that China ESG reckoning looms for investors: “Sustainability rules and standards common in western jurisdictions are at odds with realities in China”.
- SCMP reports that China’s green finance market seen quadrupling to US$10.4 trillion by 2031, but lack of ESG data holding back funds, products, UBS says: “China’s sustainable finance market could more than quadruple to 70 trillion yuan (US$10.4 trillion) by 2031, according to Swiss investment bank UBS. But the lack of useful and comparable environmental, social and governance (ESG) data is a major hurdle for the development of ESG funds or products in China, said Ronald Wu, UBS’ head of ESG and sustainability research in Asia-Pacific. The size of the green finance market in the world’s largest emitter nation has already reached 16 trillion yuan, accounting for about 8 per cent of the country’s entire financial system, supported by President Xi Jinping’s pledge in 2020 for China to peak national emissions by 2030 and achieve carbon neutrality by 2060. Close to 15 trillion yuan of China’s sustainable finance market consists of green loans, mainly from commercial banks, according to UBS. But assets under management of ESG funds has only reached around 500 to 600 billion yuan, representing a small portion of the market.”
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- SCMP reports that Fewer Hong Kong firms plan to up their spending on sustainable initiatives amid economic downturn, PwC survey finds: “Fewer Hong Kong companies are inclined to raise their spending on initiatives that enhance their environment, social and governance (ESG) performance this year, as economic headwinds draw their attention to other priorities, according to a survey. About three quarters of the respondents plan to increase their investment in ESG-related programmes this year, the annual survey co-launched by the Hong Kong Trade Development Council and accountancy giant PwC found. Last year, nine out of 10 companies indicated an intention to spend more on such schemes. Those that intend to spend the same amount or less than in the previous year accounted for 15.1 per cent, up from 11 per cent in 2022.”
- Bloomberg reports that Hong Kong Investor Oasis Takes Aim at Wagamama Owner: Hong Kong Investor Oasis Takes Aim at Wagamama Owner - Bloomberg. “Oasis Management has taken a stake in Wagamama owner The Restaurant Group (RSTGF). Hong Kong-based Oasis has amassed a 5% stake in The company, according to a regulatory filing. Daniel Wosner, the firm's head of Europe, has already engaged with the company's management team, according to an insider. The Restaurant Group's stock is down nearly 65% in the past year. Oasis is best-known in the UK for securing a seat on the board of Premier Foods (PFODF) and battling to remove its former Chief Executive Officer Gavin Darby. Wosner stepped down from the Premier Foods board last year after a five-year campaign for change at the company.”
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- Mint reports that Dish TV-Yes Bank stalemate continues as company refuses to induct directors proposed by largest shareholder. “The 16-month-long fight between Yes Bank Ltd and the Subhash Chandra family for control of Dish TV India Ltd refuses to end anytime soon after the satellite television provider agreed to induct three independent directors on its board while it refused to get any of the seven directors proposed by its largest shareholder.”
- IiAS reports on When shareholders don’t buy the numbers: “Last month, the resolution to approve the accounts of Dish TV Limited, a direct-to-home service provider was defeated for the third time, leading to an impasse of sorts. The Companies Act has a partial solution. It says that where the accounts are not adopted by the shareholders, they shall still be filed with the registrar who shall take them on record as “provisional” till the adopted accounts are filed. This suggests making the regulatory filings, stating that the financial statements have been audited and approved by the board, but not adopted by the shareholders. But this is of limited comfort. Getting the shareholders to sign-off on the financial statements is crucial for a company’s continuing operations. These are the basis on which bankers lend, suppliers extend credit, distributors agree to carry the product and investors buy equity. It is imperative that regulators specify the process and regulatory framework in place to deal with contingencies when accounts are not approved.”
- The Financial Times reports that Adani Group says short seller’s report was ‘calculated attack on India’: “Research from Hindenburg wiped more than $50bn from conglomerate’s value last week”.
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- The Sydney Morning Herald reports Australian investors ready to punt on progressive agenda: BlackRock: Blackrock finds fertile ground in Australia as investors embrace progressive agenda (smh.com.au) “A desire for environmental, social and governance (ESG) investing options is growing in Australia, led by local institutional investors, including the superannuation funds.”
- The Sydney Morning Herald reports on Dodgy ‘green credentials’ spruikers force watchdog into action: Dodgy ‘green credentials’ spruikers force watchdog into action (smh.com.au) “Community expectations are shifting in Australia and now is the right time to review the Environmental Claims Code to ensure that it reflects community views and international best practice.”
- SMH reports on Chaos, culture, climate: WA resource giants’ challenges for 2023: Chaos, culture, climate: WA resource giants’ challenges for 2023 (smh.com.au): “‘Climate issues, challenges to improve workplace culture and preserve Indigenous culture, and chaos from a stretched labour force and besieged construction sector all stand in the way of resources being the simple ‘dig it and ship it’ business it is often portrayed as.”
- The Guardian reports that Western Australia’s ‘worst’ flood reveals vulnerability of supply chains: Western Australia’s ‘worst’ flood reveals vulnerability of supply chains as 100 residents airlifted out (theguardian.com/au) “Western Australia’s ‘worst ever’ flood has further highlighted the vulnerability of Australia’s supply chains, experts say.”
- Guardian Australia reports on Chubb review recommends new integrity body for Australian carbon credits scheme: Chubb review recommends new integrity body for Australian carbon credits scheme (theguardian.com/au). “The report rejected allegations by a team of academics that failures in the system mean more than 70% of carbon credits approved might not represent new or real cuts in emissions.”
- The Guardian reports that More than 90% of rainforest carbon offsets by biggest [global] provider are worthless: Revealed: more than 90% of rainforest carbon offsets by biggest provider are worthless, analysis shows (theguardian.com/au). “More than 90% of carbon standards provider Verra’s rainforest offset credits are likely to be ‘phantom credits’ and do not represent genuine carbon reductions.”
- Guardian Australia reports that NSW environment watchdog to require companies to show how they will hit net zero: NSW environment watchdog to require companies to show how they will hit net zero and then nudge them to improve (theguardian.com/au). “New South Wales’s environmental watchdog has released what it calls Australia’s ‘most comprehensive plan’ requiring firms to show how they will hit net zero by 2050 and nudging them to improve resilience in a warming world.”
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Head of ESG, UK and Europe
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