Georgeson
 
Monthly Roundup – July 2024
 
Activism
Environmental & Social
Europe
North America
Asia
Australia
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Georgeson publications
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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2024 [US] AGM Season: another record-breaking year for shareholder proposals - with renewed focus on governance reports Georgeson. Volume of anti-ESG submissions is up by more than 90% since 2022.
 
Georgeson in the media
la Repubblica logo
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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Governance Intelligence logo
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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Chief Executive logo
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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IR Society logo
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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Georgeson events
2024 Shareholders' Meeting Season and Perspectives. Chiomenti | Georgeson.
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”). 
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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Shareholder Activism
  • AP News reports Southwest Air adopts ‘poison pill’ as activist investor Elliott takes significant stake in company: “Southwest said that it adopted the rights plans due to several concerns, including Elliott’s approximately 11% stake in the company and the flexibility that the firm has to acquire a significantly greater percentage of Southwest’s voting power across two of its funds starting as early as July 11.”
  • The Financial Times reports Howard Schultz opposes Starbucks settlement with activist investor Elliott: “Coffee chain’s three-time leader has publicly criticised its current management”.
  • S&P Global reports Shareholder activism surges at nonbank financial institutions: “Investors launched 115 campaigns targeting nonbank financial institutions last year, according to S&P Global Market Intelligence data. This year is set to blow past that mark as 101 such campaigns were waged in first six months alone. Asset managers are the most common campaign target, comprising 39% of all nonbank financial institution activism targets since 2019.”
  • The Financial Times reports Oasis takes larger bite of sandwich maker Greencore: “The activist investor’s 10 per cent stake makes it the UK company’s biggest shareholder”.
  • The Wall Street Journal reports Deere Slashes Diversity Initiatives After Backlash From Conservative Activist: “Move follows similar retreat by Tractor Supply as more companies face criticism over DEI”.
  • The Financial Times reports Recovery in dealmaking will fuel an activist comeback: “Better conditions that lead to more divestments and listings will stir up calls for corporate break-ups”.
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Environmental & Social
  • The Financial Times reports Proxy season results show support for ESG efforts continues to ebb: “Only two climate-related proposals received majority support this year, and no diversity initiative cleared 50%”.
  • Bloomberg reports that BlackRock Introduces New CO2 Policy for $150 Billion of Funds: “BlackRock Inc. is singling out funds with combined assets of $150 billion for an extra screen designed to ensure the investments are aligned with strict climate goals.”
  • The Financial Times reports Companies drop DEI targets from bonus plans on pressure from conservatives: “Criticism from asset managers is increasingly leading big employers to walk back diversity and environmental measures”.
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Global
  • The Financial Times published a Letter: Shareholders pick ing CEOs can’t work, and this is why: “Stuart Kirk argues that shareholders should directly elect company chief executives, instead of merely ratifying decisions made by corporate boards. This is problematic.”
  • The Financial Times reports Is being a multi-CEO more trouble than it’s worth?: “New research bares the risks of an individual taking on more than one top executive role”.
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European developments
UK
  • After extensive engagement with over 1,500 stakeholders, the Financial Reporting Council have announced significant changes to the UK Stewardship Code application process. These changes aim to remove the reporting burden for signatories by removing the need to disclose annually all reporting expectations apart from material changes and to reduce various principles activity and outcome expectations. These changes will apply from the next application window from 31st October 2024. Read more on the FRC’s announcement here.
  • The Financial Times reports UK announces biggest overhaul of listings regime in decades: “A win for venture capital firms and sovereign wealth funds as they will be allowed to hold ‘supervoting’ shares”.
  • The Times reports Regulators mess with the listing rules at our peril: “Easing the regulations on IPOs may attract swashbuckling entrepreneurs to London but experience tells us it will also leave millions nursing losses”
  • The Economist reports The potential listing of Shein is a test of London’s allure: “It would also intensify scrutiny of the fast-fashion giant”.
  • The Wall Street Journal reports Vivendi to List TV, Advertising Units in London, Amsterdam Amid Break-Up Plan: “The media group floated plans to break up last December, saying its businesses would be better off as independent entities listed on the stock market”.
  • The Financial Times reports UK-US CEO pay gap widens as FTSE bosses’ remuneration stagnates: “Latest data comes as debate in the City of London over ability of companies to attract top executives intensifies”
France
  • Les Echos reports CAC40: the preponderant place of extra-financial (“CAC40: la place prépondérante de l'extra-financier”): “The analysis of the CAC40's 2023 annual results press releases helps us understand the central place that extra-financial matters occupy in companies' communication strategy. From now on, environmental and social issues are directly supported by managers, observe Antoine Denry and Nizar Berrada.”
  • Les Echos reports 2024 is shaping up to be a banner year for activists (“2024 s'annonce comme une année record pour les activistes”): “Activist shareholders have never led as many campaigns against companies as in the first six months of the 2024 financial year, according to a report from Lazard bank published on Tuesday.“
Germany
  • 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.”
Italy
  • 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”
Spain
  • 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.”
Switzerland
  • 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
United States
  • CNBC reports Salesforce shareholders reject compensation plan for CEO Marc Benioff, other top execs: “Glass Lewis wrote in its recommendation that “shareholders may reasonably be wary of the substantial discretionary equity grants” issued to Benioff in January, adding that there was a “lack of a fully convincing rationale” behind the grants.”
  • The Financial Times reports Delaware is jettisoning its traditional approach of protecting investors: “Cherished neutrality and circumspection of state’s legal framework will be sacrificed if new legislation is enacted”.
  • The Wall Street Journal reports Supreme Court Curbs SEC’s Enforcement Powers: “Justices say regulator violated Constitution by using in-house tribunals where it has home-court advantage”
  • The Wall Street Journal reports Elon Musk Scores Win Against Former Twitter Employees in $500 Million Severance Suit: “Two former employees said they were paid a month of severance but were owed more”.
  • ESGDive reports SEC’s ESG greenwashing, human capital disclosure rules pushed to October: “The delayed timelines have already faced criticism from Democratic lawmakers who have called on the agency to expedite its rulemaking process, and come against a backdrop of increased scrutiny regarding ESG-related regulations.”
  • The Wall Street Journal reports Battle Over Shareholder Pacts Strains Delaware’s Business Courts: “State legislature rushes to shore up stockholder agreements after Chancery Court rulings limited them.”
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Asian developments
Japan
  • The Financial Times reports Japan stock exchange chief says reforms are cutting down ‘aimless’ listings: “Hiromi Yamaji’s campaign has helped lift benchmark stock index above its 1980s bubble-era peak”.
  • Bloomberg reports that Japan’s $566 Billion Pension Funds Sign ESG Investment Pledge: “Japan’s huge public pension funds holding about ¥90 trillion ($566 billion) in assets are set to get more active in making ESG investments after signing the United Nations-backed Principles for Responsible Investment.”
South Korea
  • The Financial Times reports Seoul push to end ‘the Korean discount’ hits a snag: “Critics of a Doosan group restructuring argue the country needs a fiduciary duty standard for shareholders”.
China
  • The Financial Times reports Being a director in China has just become much tougher: “Changes to company law impose new liabilities for those taking on the role”.
India
  • The Financial Times reports Indian regulators allege Hindenburg’s Adani report ‘indulged in unfair trade practices’: “‘Show cause’ notice reveals short seller worked with US hedge fund Kingdon Capital Management”.
Hong Kong
  • 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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Australia
  • 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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Contact Us
Daniele Vitale
Head of ESG, UK and Europe

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