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Monthly Roundup – July 2024
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US: 2024 AGM Season - another record-breaking year for shareholder proposals – with renewed focus on governance, reports Georgeson
“The number of proposals made by shareholders that have focused on environmental, social and governance (ESG) or anti-ESG matters so far this year has already broken records, according to Georgeson’s review of the early 2024 annual general meeting (AGM) season.”
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Italy: La Repubblica published Georgeson’s analysis of the 2024 AGM Season
“Georgeson, one of the major consultants on corporate governance, takes stock of the outcome of the votes by the major institutional investors, which represent almost half of the market. With an average quorum of participation in the meetings of 71.7%, the reference shareholders of listed Italian companies represent 35.9%, while minority investors represent 35.8%.”
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US: Data from Georgeson’s Early Season Review is quoted in IR Magazine’s article titled “Record-breaking shareholder proposals in 2024 focus on ESG and anti-ESG matters”
“Anti-ESG proposals drive the overall new trend, rising by 19 percent from 94 in 2023 to 113 in 2024 and marking a notable 90 percent increase on 2022. This is according to preliminary data from Georgeson’s early proxy season 2024 review, based on available annual meeting results gathered from July 2023 through May 2024.”
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US: Data from Georgeson’s Early Season Review is quoted in ChiefExecutive.net’s article titled “Record ESG And Anti-ESG Shareholder Proposals In 2024 Send Mixed Signals To CEOs And Boards”
According to governance consulting firm Georgeson’s Early Proxy Season Review, although anti-ESG proposals have skyrocketed in recent years, they’ve garnered limited support from shareholders. Furthermore, while ESG proposals have also surged, support for environmental and social proposals has declined.
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UK: The IR Society published an event report written by Georgeson’s Hal Dewdney titled “Navigating ESG reporting requirements and expectations”
“In an IR Society webinar, held this spring, Hal Dewdney invited panellists to consider the current sustainability reporting landscape and to offer advice to the IR community on how to be proactive.”
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Italy: Georgeson hosted its annual event in collaboration with Chiomenti on 3 July at the Auditorium Chiomenti in Milan – 2024 proxy season and outlook (“Stagione assembleare 2024 e prospettive”).
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This was an in-person event focused on the Italian 2024 AGM season, the new regulation “Legge Capitali” and shareholding structures of Italian listed companies. Francesco Surace, Georgeson Italy’s Head of Corporate Governance, presented recent evidence from the 2024 AGM season, and Lorenzo Casale, Georgeson Italy’s Head of Market, hosted a roundtable on the new regulation introduced by the Legge Capitali with participants from ISS, Italian public companies, and institutional investors. A final discussion with the Chairpersons of the Board of Directors of some of the major Italian issuers closed the event.
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- Responsible Investor reports German cabinet approves draft CSRD bill: “The latest developments in sustainable finance: SBTi publishes draft net-zero standard for financial institutions; ESMA calls for definition of transition investments in EU sustainable finance framework.”
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- Milano Finanza reports ECB, tightening up on bank governance. The critical areas? Board diversity and board independence (“Bce, stretta sulla governance delle banche. Gli ambiti critici? Diversità nei board e indipendenza dei consiglieri”): “Guide for banks with supervisory expectations in consultation. Meanwhile, Frankfurt is working on a new framework for geopolitical risks. Stress test on cyber dangers indicates shortcomings in some groups.”
- Milano Finanza reports Piazza Affari, foreign institutional investors flee. Family-controlled companies in the limelight thanks also to multiple voting rights (“Piazza Affari, investitori istituzionali esteri in fuga. Società a controllo familiare protagoniste anche grazie al voto maggiorato”): “This was noted in Consob's Corporate Governance Report 2023. Also among the novelties is a record attendance rate at shareholders' meetings for the last 10 years. Little news on the number of women at the top.”
- IlSole24Ore reports Telecom network transferred to KKR - In the Netco Mef at 16% and F2i at 11.2% (“La rete Telecom passa a Kkr - Nella Netco Mef al 16% e F2i all’11,2%”): “Tim eases up on around 14 billion in debt, and the workforce is reduced to 16,000 full-time equivalent employees. It is official: with the transaction closing, signed today, the Telecom network passes to the consortium led by the US fund KKR, in which the Treasury also participates with a 16% stake and F2i with 11.2%.”
- IlSole24Ore reports Women on boards, Italy is among the most virtuous countries in Europe (“Donne nei board, l’Italia è fra i Paesi più virtuosi in Europa”): “The percentage of women among board chair is higher than in other European countries. There are still few women CEOs and managers in Piazza Affari”
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- The Financial Times reports Banco Sabadell boss warns of antitrust threat to takeover by BBVA: “César González-Bueno says Spanish regulators could force potential acquirer to jettison part of its SME business”.
- Expansión reports The Stock Exchange gives free rein to double voting shares (“La Bolsa da vía libre a las acciones de doble voto”): “Free track for companies on the Spanish Stock Exchange to put into operation what are known as loyalty shares, which grant double voting at shareholder meetings to those investors who have held them for at least two years and request the extension of that vote. In the Spanish market there are already some companies that could be interested in this measure. At the moment, it is already included in Grenergy’s Bylaws, which in 2021 was the first Spanish listed company to contemplate loyalty shares, but also Audax and Airtificial.”
- The CNMV publishes its 2023 Annual Report: “The National Securities Market Commission (CNMV) has published its Annual Report for FY2023. This Annual Report analyses the macroeconomic environment and the evolution of the markets, as well as details the activities developed by the CNMV. In terms of its market supervision activity, the report details the monitoring of issuers' transparency obligations in two blocks: (i) in financial reporting and (ii) in sustainability and corporate governance reporting. The latter presents a detailed analysis of the non-financial information reports published by companies, regulatory developments and updates to the report, such as the news on double loyalty votes.”
- The CNMV announced the Approval of the Update of the Technical Guide on Audit Committees (“LA CNMV APRUEBA LA ACTUALIZACIÓN DE LA GUÍA TÉCNICA SOBRE COMISIONES DE AUDITORÍA”): “The CNMV has approved the new Technical Guide on audit committees of public interest entities that update the first version dates back to 2017. The treatment of information on sustainability and its associated risks are now incorporated into the new text given the regulations that have entered in force since then. The new text thus adapts to the current regulatory reality and to what is already the practice of the companies derived from it. Specifically, audit committees must expand and develop its control mechanisms on these matters, in particular, on the transparency with which they must address information on sustainability.”
- ElEconomista reports Grifols staff fears that Brookfield will break up the company with the possible takeover bid (“La plantilla de Grifols teme que Brookfield despiece la compañía con la posible opa”): “On July 8, the fund reported through the National Securities Market Commission (CNMV) that it was studying together with the Grifols family a takeover bid for the century-old pharmaceutical company with the aim of taking it private. Brookfield's possible takeover bid has sparked feelings of uncertainty among Grifols' workforce, who are already working together with the unions to clarify this situation. This possible takeover bid has also led to changes in the board of directors of the Catalan company and in its capital.”
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- Responsible Investor reports Switzerland review climate disclosure rules to ‘reference’ ESRS and ISSB: “The Swiss Federal Council is planning to review its mandatory climate-related disclosures to reference the European Sustainability Reporting standards (ESRS) and International Sustainability Standards Board (ISSB).”
- Diligent reports Borel presses to replace Logitech chair: “Logitech International founder Daniel Borel has moved ahead with his campaign to replace the Swiss computer accessories maker’s chair, saying his pick has the technology expertise the company needs.”
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North American developments
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- SCMP reports that Hong Kong institute to launch sustainability governance academy: “The Hong Kong Chartered Governance Institute (HKCGI) is launching an academy to elevate the standards of sustainability and corporate governance in the city through education, professional certification and events. HKCGI’s sustainability governance academy, launching on July 31, aims to promote sustainability-related advocacy, education and research, according to a pamphlet obtained by the Post.”
- Nikkei Asia reports that Hong Kong's CK Infrastructure weighs overseas secondary listing: “Hong Kong's CK Infrastructure, part of conglomerate CK Hutchison, said on Thursday it is exploring a secondary listing on an overseas stock exchange such as London. This overseas listing is being considered without the prospect of raising any funds, CK Infrastructure said in a statement. The announcement comes as the company, owned by billionaire Li Ka-shing, looks to expand and boost its presence in Western markets. On Wednesday, sources told Reuters that CK Hutchison is reviewing options for its European telecom unit, intending to reduce its holding in the overall business.”
- SCMP reports that Hong Kong investors value firms with better sustainability disclosures: ASIFMA: “Hong Kong-listed companies that disclose sustainability-related financial information that form part of global baseline reporting standards, are likely to get better valuations in a market that is increasingly integrating sustainability risks into its investment decision-making, according to industry lobby group Asia Securities Industry & Financial Markets Association (ASIFMA). The sustainability and climate standards released last June 2023 by the International Sustainability Standards Board (ISSB), a body set up during the COP26 global climate summit in 2021 to consolidate various reporting standards, form part of a globally recognized baseline that jurisdictions around the world use to improve the consistency, comparability and usefulness of sustainability disclosures.”
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- The Australian Financial Review reports Genex to depart ASX after investors back J-Power takeover: “Shareholders in Genex Power have given a resounding all-clear for the $380 million takeover of the company by J-Power, sending the country’s only listed pure-play renewables developer into Japanese hands.”
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Head of ESG, UK and Europe
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