• Market trends in relation to remuneration policy and long-term incentives.
• The main conclusions of the 2024 proxy season in terms of remuneration with a view to preparing for the 2025 AGMs.
• The latest jurisprudential developments in director remuneration.

• Reuters reports: US judge dismisses Exxon case against activist investor over proxy filing: “Arjuna's pledge not to file a similar resolution in the future "has eliminated any case or controversy," Pittman wrote in dismissing the case without prejudice, meaning Exxon could refile in the future.”
• The Financial Times reports Rentokil shares jump as activist investor Nelson Peltz takes stake: “London-listed pest control group has suffered slowdown in US”.
• The Financial Times reports Elliott seeks new leadership and strategy for Southwest Airlines: “Activist fund reveals a $1.9bn stake in the low-cost carrier and cites ‘unacceptable’ performance”.
• The Wall Street Journal reports Activist Starboard Value Has Stake in Autodesk: “Starboard met with executives of the design-software maker in recent weeks”.

• Harvard Law School Forum on Corporate Governance reports Say-on-Climate Votes: Asset Managers Send Mixed Signals: This paper reviews the votes on 87 say-on-climate resolutions in the past three years. European companies account for 83% of these proposals.Shareholder support for say-on-climate resolutions is relatively high, at an average of 89% over three years. The average is bolstered by support from the largest shareholders in the market on nearly all proposals
• Harvard Law School Forum on Corporate Governance reports Pro-ESG Shareholder Proposals Regaining Momentum in 2024: Environmental and social proposals are showing a sign of reversing trend of declining support from the 2021 peak, while anti-ESG proposals are gaining volume but not support.
• Telegraph reports How the ‘woke capitalist’ gravy train came to a juddering halt: “Ethical investing was meant to save world, but so far it’s not even delivering big returns”
• Bloomberg Law reports GameStop Investors Vote Down Board Diversity Disclosure Proposal: “GameStop Corp. shareholders on Monday rejected a proposal urging the video-game retailer to disclose the gender, racial, and ethnic makeup of its board alongside the skills each director brings.”
• The Financial Times reports Big Oil under pressure to recalibrate green transition goals: “Some producers have started to row back on low-carbon strategies amid high fossil fuel demand and investor concerns”.
• The Wall Street Journal reports ‘Anti-Woke’ Shareholders Are Going After Corporate Boards: “Activists say they want to get politics out of business, but proposals fail to gain much traction”.

• Harvard Law School Forum on Corporate Governance reports Custom Proxy Voting Advice: “Institutional investors play a crucial role in corporate governance, yet the process by which they arrive at voting decisions remains opaque. Our recent research opens the “black box” by highlighting the significant role of customized proxy voting advice in shaping shareholder voting behavior.”
• The Financial Times reports Business school teaching case study: executive pay and shareholder democracy: “Prof Winfried Ruigrok of St Gallen university examines the contentious issue of CEO remuneration”.
• BlackRock reports BlackRock Expands Voting Choice Through New Egan-Jones Voting Guidelines and Customization: “For the start of the 2025 proxy voting season, in response to client interest, BlackRock will also add two proxy voting guidelines from Egan-Jones. The first is Egan-Jones’ Wealth-Focused Policy, which seeks to "protect and enhance the wealth of investors” and “does not prioritize environmental or social goals.” The second is Egan-Jones’ most popular voting guidelines, the Standard Policy. For more than 20 years, Egan-Jones has provided retail, institutional and governmental investors with proxy voting coverage.”
• Harvard Law School Forum on Corporate Governance reports Compensation Consultants and CEO Pay Peer Groups: “Academics have long been interested in understanding whether pay packages for CEOs are efficiently designed. Research under the “efficient contracting” view believes high pay reflects a premium for managerial talents, human capital, and/or other non-monetary benefits. On the other hand, another strand of the literature argues that the pay-setting process is inefficient, as CEOs can extract rent by exercising their power over the board of directors and driving pay up.”

• The Financial Times reports Executive pay gap emboldens want-away UK companies: “S&P 500 executives pocket about three times what their peers do in the FTSE 100”.
• Bloomberg reports City of London Executive Pay Caps Are Hurting UK, Regulator Says: “The head of Britain’s corporate governance and accounting watchdog said UK boards should push back against powerful proxy advisers that bridle at US-style pay packets, wading into the debate about whether senior executive pay is hurting the UK’s competitiveness.”
• The Financial Times reports Serco faces landmark shareholder lawsuit over mischarging scandal: “US-style securities trial over stock-price drop set to be first of its kind in England”.
• The Financial Times reports Tesco boss says he is ‘well paid’ as investors back £10mn package: “Shareholder vote on Ken Murphy’s pay comes as executive remuneration is in the spotlight”.
• The Financial Times reports Matt Moulding’s recursive activism: “What’s he up to? We don’t know, but perhaps you do”.
• The Financial Times reports Former Melrose executives take major share of £180mn bonus pot: “Ex-chief executive, vice chair and CFO receive shares after four-year incentive scheme ended in May.”
• The Financial Times reports Shareholders turn to lawsuits over soured investments in UK companies: “Supporters say investor litigation raises governance standards but critics warn benefits skew to lawyers and funders”

• The Financial Times reports Atos picks Onepoint restructuring plan in blow to Daniel Křetínský: “French IT services group says proposal from largest shareholder has creditors’ support”.

• Süddeutsche Zeitung reports Away with the Annual General Meeting for cowards (Weg mit der Hauptversammlung für Feiglinge): “This week, VW is inviting its shareholders to its annual meeting, but only online. Many other companies are now doing the same - a dangerous trend”.

• Milano Finanza reports Banks, in ten years fewer foundations in the share capital whereas hedge funds and private equity firms grew (“Banche, in dieci anni meno fondazioni nel capitale mentre sono cresciuti hedge fund e private equity”): “According to Bankitalia since 2016 the weighting of institutions decreased from 18% to 10%, whereas alternative funds strengthened from 11% to 22%. The reform of cooperative banks and the Acri-Mef protocol on governance of foundations redesigned the ownership structure of Italian banks. That was stated by a Bankitalia paper published yesterday and precisely focused on the evolution of shareholder bases.”
• La Repubblica reports The Morattis say goodbye to Saras which leaves the stock exchange (“I Moratti dicono addio a Saras che lascia la Borsa”) la Repubblica: “From Saras to Varas, in three days the destiny of the most famous privately-owned Italian rafinery is fulfilled, from 1966 managed by the Moratti family. The tender offer launched yesterday establishes the transfer to the Dutch giant Vitol, which offered 1.7 billion to the Milanese dynasty in February.”
• Milano Finanza reports Corporate governance, Assonime: Italian listed companies in line with the Code thanks to self-regulation (“Corporate governance, Assonime: quotate italiane in linea con il Codice grazie all’autoregolamentazione”): “Increasing number of independent directors (48%) and of companies with investor engagement policies (70%), opening doors to a more transparent and constructive dialogue. The composition and the structure of the Board of Directors of companies listed on Piazza Affari are broadly in line with the recommendations of the Corporate Governance Code and evolve towards international best practices. Not thanks to law but to self-regulation. This is what clearly emerges from the report drafted by Assonime, which includes a comparative analysis on the application of listed companies corporate governance Code and the new G20/OECD principles on this topic.”
• NT+ Diritto (Il Sole24Ore) reports “Capitali Law” under the test of the 2024 proxy season (““Legge Capitali” al test della stagione assembleare 2024”): “The new law affects the relationship between shareholders (multiple voting and strengthening of increased voting rights) and the relationship between management bodies and shareholders (slates proposed by outgoing Board of Directors).”
• La Repubblica reports Saipem, Eni is selling 10% of the share capital. But control still remains public (“Saipem, Eni mette in vendita il 10% del capitale. Ma il controllo rimane pubblico”): “Transaction announced in non-trading hours: the stake is worth around 270 million. Just one month ago, the Ministry of Economy put 2.8% of the oil group on the market.”
• Milano Finanza reports Inarcassa is tricoloured and invests 15% on Italian companies from Poste to Terna and Webuild (“Inarcassa è tricolore e investe il 15% su imprese italiane da Poste a Terna e Webuild”): “The retirement fund of engineers and architects is in the share capital of some of the Country’s major companies, says the Chairman Giuseppe Santoro. Who rejects Davide Serra’s (Algebris) proposal to set a 5% legal minimum: but more can be given to SMEs, acknowledges.”

• El confidencial reports Amber advances its takeover bid for Applus by reaching 70% of the capital (“Amber saca adelante su opa por Applus al alcanzar el 70% del capital”): “The Anglo-American funds I Squared and TDR will have to make another public offer to delist the Spanish firm from the stock market, since they have not reached 75% of the capital.”
• Expansion reports ISS mobilizes large funds in support of BBVA's takeover bid for Sabadell (“El 'proxy' ISS moviliza a los grandes fondos en apoyo de la opa de BBVA sobre Sabadell”): ISS, in addition to advising shareholders to vote yes to the bank's capital increase to absorb its rival, makes a plea in favour of the merger because it makes “a convincing strategic sense."
• Expansion reports Glass Lewis will also support BBVA’s takeover bid for Sabadell (El 'proxy' Glass Lewis también respalda la opa de BBVA sobre Sabadell, pese a ser "un embrollo único"): Like ISS, Glass Lewis requests support for the capital increase necessary to execute the transaction, but with reservations due to regulatory uncertainty and the negative effect on the offeror's price.
• Expansion reports Europastry launches its IPO to debut on the stock market in July (“Europastry lanza su salida a Bolsa para debutar en el parqué en julio”): The Spanish leading manufacturer of frozen doughs expects a valuation of at least 2 billion euros.
• La Información económica reports FCC’s board will approve this Thursday the IPO of its real estate and cement business (“La junta de FCC aprobará este jueves la salida a bolsa de su negocio inmobiliario y de cemento”): The company expects to list 80% of its real estate division and the entire cement division on the stock markets before the end of this year, for a total value that amounts to approximately 1,596 million euros.
• Expansion reports The return of strategic investors to Spanish companies mobilizes 8,000 million euros (“El regreso de los núcleos duros a las empresas españolas moviliza 8.000 millones de euros”): The shareholding structure of the Spanish listed companies based on the existence of partners with significant stakes and presence on the boards, which seemed to be out of use since some large banks undid their industrial portfolios, is back in vogue given the operations unleashed during the last few months at Telefónica, Indra, ACS or Colonial. According to EXPANSIÓN calculations, the purchases of shares in these companies by strategic investors have mobilized around 8,000 million euros, mainly due to purchases made by the State Society of Industrial Participations (Sepi) and by CriteriaCaixa.
• El Economista reports Sustainability already marks the success or failure of IPOs: In Puig's IPO (Initial public offering) prospectus, the big debut of 2024, the acronym ESG is mentioned 107 times in 400 pages. It seems that the acronyms IPO and ESG are becoming more and more connected. There are already many reports that confirm the link between ESG security and better price in the offering, among others, the study by the University of Lugano found a significant relationship between the disclosure of ESG data (the use of ESG terms in IPO prospectuses) and the upward revision of the price paid by investors, with a clear conclusion "the more information on sustainability, the less undervaluation".
• El Economista reports The consolidation of ESG regulations: After the publication in the Official Journal of the European Union of the European standards for sustainability reporting, the next natural step is none other than to take the Draft Law to transpose the Corporate Sustainability Reporting Directive to the Congress of Deputies in Spain, so that the annual reports for 2024 can be well planned and prepared with the highest possible quality for publication in 2025. Likewise, with the entry into force of this new reporting framework on non-financial information, the spectrum of companies that must report and, until now, did not do so, will increase exponentially, especially from 2025 (applied to 2026 reports).
• El Economista reports Who are the top ESG managers in the Ibex 35: “This is the second time that this analysis has been performed by elEconomista.es. In February 2022, this newspaper asked the 35 companies of the Ibex to share the names of their sustainability leaders. Two years later, this report shows somewhat different data. Now, 61% of the Ibex 35's sustainability managers are on the management committee of their companies, and 38% of them are women."
• Expansion reports Five generations to achieve gender parity: “The idea, widespread in Spain, that the country is far behind in terms of gender parity in environments such as work and senior management of companies, is not entirely true. It will take decades to achieve gender equality at work, according to the World Economic Forum ranking, in which Spain comes out on top."

• The Financial Times reports US executive pay rises at fastest rate in 14 years: “Figures follow Elon Musk’s triumph over record $56bn Tesla package”.
• The New York Times reports Musk’s Tesla Pay Package Got Big Margin in Shareholder Vote: “About 72 percent of shares in the balloting affirmed the chief executive’s lucrative stock award. The company hopes to get a court to reinstate it.”
• The Financial Times reports Corporate law changes in Delaware would favour big shareholders: “US state’s status as premiere corporate home in flux as companies and shareholders disagree over board powers”.
• HR Dive reports Gender diversity momentum stalls across U.S. corporate boards on Russell 3000: “At the current rate, gender parity and 20% women of color representation on boards won’t occur until 2045, a report shows.”
• The Wall Street Journal reports GameStop Shareholder Meeting Is Adjourned After Glitch Disrupts Call: “Session to resume on Monday after high interest among investors causes technical issue”.
• The Wall Street Journal reports Netflix Shareholders Vote to Recommend Refreshed Executive-Pay Plan: “Plan calls for co-CEOs to receive total target pay of up to $40 million each”.

• The Financial Times reports Toyota shareholders re-elect chair amid governance concerns: “Akio Toyoda wins support at annual meeting on back of strong financial performance at world’s best-selling carmaker”.

• The AFR advises Why top companies – and governments – are starting to back away from green targets: “Large corporations, including Unilever, Bank of America and Shell, have in the past year dropped or missed goals to cut emissions or to shrink ties with the most polluting sectors. Others have simply skipped over their promise to improve. Most have justified the failure to keep up the effort with a common complaint: political and regulatory factors outside their control are slowing progress. These include a failure of standard-setting and clear regulation, insufficient government support, and delays in the rollout of new technologies. It’s not just companies finding it hard to hit climate targets – governments are, too. Scotland’s devolved government ditched its 2030 decarbonisation target in April, saying it was out of reach following delays to its draft climate change plan. Germany’s climate adviser said this month that it believed the country’s 2030 goal was also likely to be missed.”