Georgeson
 
Monthly Roundup – March 2024
 
Activism
Environmental & Social
Europe
North America
Asia
Australia
Note: anchor links are not supported by all email clients which might lead to limited functionality.
Georgeson publications
Australia: Georgeson published its 2023 Australian AGM Season Review

2023 was an eventful year for ASX listed issuers and investors alike. Amid a cost-of-living crisis, subdued economic growth and continued rising interest rates, investors pressured issuers to deliver greater returns while being more astute with capital expenditure and managing their social license to operate. These forces played out in several high-profile controversies involving some of Australia’s most iconic consumer and professional services brands.
2023 Australian AGM Season Review
Download report
Spain: The relevance of independence in the boards of directors of the IBEX-35 (“La relevancia de la independencia en los consejos de administración del IBEX-35”)

“This study analyzes in depth the figure of the independent director and tries to shed some light on the situation of national listed companies in terms of independence in their different governing bodies. Likewise, some of the challenges and uncertainties that these directors face in the performance of their duties are identified.” The publication of the report was covered by Bolsamanía, EuropaPress, among others.
Download report
The relevance of independence in the boards of directors of the IBEX-35 (“La relevancia de la independencia en los consejos de administración del IBEX-35”)
Europe: Looking ahead to the 2024 AGM Season: “Say on Climate” Board Proposals

Our ESG team has put together a memo covering “Say on Climate” Board Proposals. It provides an overview of what has happened over the past three proxy seasons, investor expectations (and how they are applying pressure on companies), and how ISS and Glass Lewis approach Say on Climate.
Looking ahead to the 2024 AGM Season: “Say on Climate” Board Proposals
Request access
US: Thematic 2024 proxy voting policy updates

Heading into the 2024 proxy season, multiple investors have recently announced updates to proxy voting guidelines with respect to topics including board oversight of ESG-related matters, racial/ethnic board diversity, and unequal voting rights.
Thematic 2024 proxy voting policy updates
Read more
US: The SEC climate rule is final, now what?

The long-awaited SEC Climate Rule has been finalized as of March 6, 2024. The scaled-down version of the original proposed rule places requirements on registrants (domestic and foreign issuers) to provide climate related disclosures. The rule covers requirements for the following areas:
  • GHG emissions and assurance
  • Financial statement effects disclosure, presented in a note to the Financial Statements
  • Additional qualitative disclosures
The SEC climate rule is final, now what?
Read more
Georgeson in the media
la Repubblica
Italy: Georgeson’s Lorenzo Casale is quoted in La Repubblica’s article titled “In the meetings there is a battle over managers' salaries and bonuses” (“Nelle assemblee aria di battaglia su stipendi e bonus dei manager”)

“There could be some rough edges especially on the objectives to which the compensation is linked: several investors see 2024 as a deadline year, in which there are no longer any excuses for non-transparency”, says Lorenzo Casale, Head of Market Italy, Georgeson, global consultancy on governance. Given that the FTSE MIB companies are now rather "evolved", Georgeson points out the delays of medium-sized companies, even compared to their European rivals. Already in the 2023 vote, the listed companies in the FTSE Mid Cap index saw their remuneration policies rejected by 50.4% of institutional investors, after proxy advisors had detected the lack of alignment with best practices.”
Read article
Reuters
Japan: Georgeson’s Japan Season Review data was quoted in the Reuters article titled “Japanese investors becoming the life of the party”

“Widespread board shakeups have led to a dramatic increase in the proportion of members deemed independent. At the same time, more directors are facing greater opposition in shareholder votes, according to tallies from proxy adviser Georgeson. Among them was Canon Chairman Fujio Mitarai, whose support fell below 51% as influential shareholders including BlackRock voted against his reappointment.”
Read article
Agenda
US: Georgeson’s Kilian Moote is quoted in Agenda’s article titled “Investors Probe Director Skill Sets, Demographics”

“With the advent of the universal proxy and enhanced voting guidelines, investors of all stripes — including the larger institutions — expect high-quality information on directors' self-identied race, gender and relevant skills to help inform voting decisions, wrote Kilian Moote, U.S. head of ESG advisory at Georgeson, in an email.”
Read article
Agenda
US: Georgeson’s data is quoted in Agenda’s article titled “Anti-ESG Proposals Flounder in Early Votes”

“[Anti-ESG proposals] have ballooned in number in recent years, from fewer than 50 in 2022 to roughly 85 in 2023. This year, more than 200 anti-ESG proposals have been led, according to data from corporate governance advisor Georgeson. Boards that haven't received one yet likely will in the future, sources said.”
Read article
Georgeson events
Presentación del estudio ‘La relevancia de la independencia en los Consejos de Administración del Ibex 35’
Spain: Esade is hosting a presentation with Georgeson to launch the publication of its joint report on 9 April
The report delves into the importance of independence in the different governing bodies of listed companies. We have analysed trends extracted from public information on Ibex 35 companies, from the voting policies of the main proxy advisors and institutional investors, from some published academic studies and from in-depth interviews with directors of all types of listed companies. From all this we draw conclusions of great interest to directors, listed companies and the corporate governance community in general.
Register
IR Webinar: Navigating ESG Reporting Requirements and Investor Expectations
UK: Georgeson’s Hal Dewdney hosted a webinar with the IR Society on 26th March titled “Navigating ESG Reporting Requirements and Investor Expectations”
This webinar was a panel discussion that focused on the increasing amount of pressure on UK companies to disclose ESG-related information from external stakeholders. Indeed, there is a labyrinth of legislation and reporting frameworks with which companies are expected to comply, whether it is required by regulators or expected by investors. The webinar focused on the context and development of the UK’s Sustainability Disclosure Standards (SDS), how investors utilise stewardship and escalation as tools to manage ESG-related issues, opinion on comply or explain reporting, best practice developments, and how other markets are approaching sustainability reporting. The panel included Stewardship professionals from Lombard Odier, Legal and General Investment Management, Phoenix Group and the Head of Investor Relations at Redde Northgate. 
Request access to recording
NED Awards
UK: The 2024 NED Awards Ceremony was held on 21 March, which Georgeson sponsored
The Non-Executive Director Awards were established in 2006, by Peel Hunt, to recognise the achievements of Non-Executive Directors who contribute daily to the success and growth of businesses and Not-for-Profit organisations across the UK.

Georgeson’s Nicholas Laugier presented the Best NED Award for the FTSE All Share category to Colin Day of Premier Foods Group. 
Read more
Governance Readout Breakfast
UK: Georgeson’s Daniel Veazey spoke at Computershare’s inaugural Governance Readout Breakfast in London
Quarterly breakfast sessions offer insight and practical advice from Computershare and Georgeson’s team of experts along with the help of guest industry speakers. In our first session, we covered three topics from our recent Governance Readout newsletters: FRC Corporate Governance Code, Economic Crime & Corporate Transparency Act (ECCTA), Early AGM Season Insights.

Daniel Veazey spoke about the remuneration trends we saw during the AGM Season in 2023 and the early insights we have from the 2024 season. 
Read more
Shareholder Activism
  • The Economist reports Activist investing is no longer the preserve of hedge-fund sharks: “ExxonMobil and Starbucks are victims of the latest trend”.
  • The Wall Street Journal reports Nelson Peltz Fights Disney—and Turmoil at His Own Fund: “The billionaire is in the hot seat after an investor exodus and employee tensions rattled Trian Partners”. The Wall Street Journal also reported Nelson Peltz Wins Key Endorsement in Disney Battle.
  • The Financial Times reports Activist investors’ cosy deals with boards deserve greater scrutiny: “Lawsuit in Crown Castle/Elliott case highlights how other parties are taking an interest in fine print of settlements”.
  • The Financial Times reports Samsung quashes activist proposals backed by Norway’s oil fund: “South Korean conglomerate’s de facto holding company rejects calls to increase dividends and share buybacks”.
  • The Financial Times reports Activist demands Glencore move its primary listing from London to Sydney: “Australian hedge fund Tribeca says the UK is ‘no longer the home of mining’”.
  • The Financial Times reports Activist investor Jeff Ubben to join Bayer’s supervisory board: “Struggling German chemicals group announces boardroom reshuffle ahead of update on potential break-up”.
  • The Wall Street Journal reports Apple Shareholders Reject AI Report Proposal: “Proposal would have required the tech giant to disclose its use of artificial intelligence in operations.”
Back to Top
Environmental & Social
  • The Financial Times reports Nestlé shareholders call on food giant to reduce reliance on unhealthy products: “Groups including Legal & General among those pushing for stricter health targets at world’s biggest food company”.
  • The Financial Times reports Bar is rising for companies’ disclosure of climate risk information: “Pressure remains on international groups from EU and California rules despite lighter-touch SEC regulations.”
  • The Wall Street Journal reports Why ESG Investing Might Never Recover: "The appeal of the moniker is waning, probably because it is trying to serve too many interests at once"
  • The Wall Street Journal reports Step Aside, ESG. BlackRock Is Doing ‘Transition Investing’ Now: “The world’s biggest asset manager has abandoned the acronym while pumping billions of dollars into clean energy”.
  • Reuters reports Companies walk ESG tightrope, under fire from all sides over disclosures: “ Since joining Asahi Group, in 2020 as sustainability chief, Preeti Srivastav has helped the Japanese brewer make several environmental and social pledges but has not got it to disclose all its progress.”
  • Reuters reports Exclusive: Proxy adviser ISS expands offerings for 'ESG skeptic' clients: “Institutional Shareholder Services (ISS), the influential proxy adviser majority owned by Deutsche Boerse, that recommends how shareholders should vote in corporate elections, will offer a new "ESG skeptic" option, according to executives.”
Back to Top
Global
  • Reuters reports Exclusive: Norway's wealth fund pushes for more women on emerging market company boards: “Norway's $1.6 trillion sovereign wealth fund, the world's largest, will call on emerging market companies in which it invests to appoint more women to their boards, top officials told Reuters, making the policy global for the first time.”
  • Governance Intelligence reports Governance ‘godfather’ Ira Millstein dies: “Ira Millstein, a ‘legend’ in the corporate governance world, senior partner with Weil Gotshal & Manges and founding chair of The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, has died aged 97.”
Back to Top
European developments
  • The Financial Times report EU waters down supply chain law to placate Germany and Italy: “Small and medium enterprises exempt from draft rules on human rights and environmental abuses by suppliers.”
  • Forbes reports After Delays, EU Approves Corporate Sustainability Due Diligence Law: “The CSDDD creates a legal liability for companies relating to environmental and human rights violations within their supply chain. However, to reach an agreement, the final CSDDD is significantly watered down from the initial proposal.”
UK
  • IVIS published a letter to remuneration committee chairs: “This letter is to provide an update on the IA’s Principles of Remuneration and emerging views on the issues which are likely to be important to IA members during the 2024 AGM season.”
  • The Financial Times reports BAT chief: moving to US not a ‘no-brainer’ as he defends London listing: “Former top-10 shareholder in tobacco company who pushed for the change has exited his position”.
  • The Financial Times reports UK boards and investors push for higher CEO pay to bridge gap with US: “More employers are realising that falling behind can hamper their ability to attract and retain the best leaders”.
  • The Financial Times reports Small UK firms cannot afford to ignore diversity: “Growth companies need to improve their governance if they want more money from institutions”.
  • The Financial Times reports Why more CFOs are becoming CEOs: “Chief financial officers have been taking more responsibilities in everything from corporate strategy to sustainability”.
  • Reuters reports UK government no longer NatWest's controlling shareholder: “The British government is no longer the controlling shareholder in NatWest - the bank it bailed out at the height of the global financial crisis - and has reduced its stake in the lender to below 30%, the finance ministry said on Monday.”
France
  • Les Echos reports The concentration of CAC 40 shareholders reaches an unprecedented level  (“La concentration de l'actionnariat du CAC 40 atteint un niveau inédit”): “The top ten shareholders of the CAC 40 hold 28.2% of the capital of the members of the Parisian index. This is 10 points more than five years ago. The rise of family capitalism, driven by the success of luxury on the stock market, has a lot to do with it.”
Germany
  • The Financial Times reports Deutsche Bank cuts cash bonuses by up to 50% over Postbank IT fiasco: “Lender said service disruptions over botched migration project were ‘unacceptable’”.
Switzerland
  • SwissInfo reports CEO pay: can Switzerland compete with the US?: "Swiss CEOs are some of the best paid in Europe but compared to peers in the United States, their salaries look modest. Some in the Swiss pharmaceutical industry see this as a problem."
  • Ethos Fund reports Asset Managers’ voting records reflect a lack in orientation to sustainability: “A study by Investor Impact Initiative, using Ethos' voting recommendations for the 2023 AGMs as a benchmark to define the sustainability-oriented asset owner position, ranks asset managers on the basis of their orientation towards sustainability. The ranking reveals that a gap remains between the preferences of asset owners, broadly in favour of sustainability issues, and the votes carried out on their behalf by asset managers at AGMs.”
Italy
  • Glass Lewis published a memo Italy’s ‘Capital Markets Bill’ Raises Governance Concerns: “Italian Parliament is expected to approve and implement the so-called “DDL Capitali” or “Capital Markets Bill”, aimed at strengthening the Italian capital market, improving its competitiveness and attractiveness for new listings, and reforming the current corporate governance regulations and the Consolidated Law on Finance (TUF).”
  • The Financial Times reports The 20-year inheritance feud dividing the Fiat dynasty: “Gianni Agnelli’s daughter Margherita signed a document in 2004 that has spurred lawsuits and set her against her three eldest children.”
  • Milano Finanza reports Mfe takes action in Prosiebensat: the split of non-core assets will be decided at the General Meeting. And the stock rises by 4% in Frankfurt (“Mfe muove su Prosiebensat: la separazione degli asset non core va in assemblea. E il titolo sale del 4% a Francoforte”): “The Cologno group requests the General Meeting of the German company, of which Mfe is the largest shareholder with almost 30% of shares, that the group refocuses on the entertainment segment and spins off non-core assets via split.”
  • Il Sole24Ore reports Religious activists, Eni and Snam are the additional companies meeting the Ciid (“Religiosi attivisti, Eni e Snam le altre aziende che incontreranno il Ciid”): “After BancoBpm and A2A, the interreligious Center initiates new discussions with Italian listed companies. Jesuits and the “Laudato Si’” Movement among the founders of the Ciid.”
  • Milano Finanza reports Financial education is the key challenge for the future of asset management. The letter of the chairman of Assogestioni Carlo Trabattoni (“L’educazione finanziaria è la sfida chiave per il futuro del risparmio. La lettera del presidente di Assogestioni Carlo Trabattoni”): “Since its foundation the task of Assogestioni has been to create the best conditions for this innovation to deploy its benefits for all the actors of the value chain. Conceiving the “Salone del Risparmio” fully complies with this duty.”
  • Milano Finanza reports Webuild, new shareholder agreement until 2027 between Salini and Cdp Equity (“Webuild, tra Salini e Cdp Equity nuovo patto parasociale fino al 2027”): “were renewed in advance also in view of the Pnrr constructions that Webuild will have to build and of the Messina Strait Bridge. Lock-ups set for all the duration of the agreement to give continuity to governance and ownership structures.”
  • Il Sole24Ore reports 8 March, Alemanno (Consob), «More women are needed, a law also for non-listed companies» (“8 March, Alemanno (Consob), «Servono più donne, una legge anche per le società non quotate»”): “The Commissioner warns: barriers are also horizontal. At the headquarters of the Authority two discussion panels with women CEOs and sustainability managers.”
Spain
  • Expansión reports The Spanish Government creates a 'digital Sepi' that wants to control 10% of Telefónica (“El Gobierno crea una 'Sepi digital' que quiere controlar el 10% de Telefónica”): “Minister Escrivá announces the new Technological Transformation Society, which was created with 20,000 million, to invest in strategic sectors and group stakes in 'telecos' and digital infrastructures and services.”
  • Expansión reports The Government approves the merger of Orange and MásMóvil to create the first operator in Spain (“El Gobierno aprueba la fusión de Orange y MásMóvil para dar lugar al primer operador de España”): “The merger occurs between the second and fourth telecommunications operators in Spain and will give rise to the first operator, with more than 30 million mobile customers, more than seven million in broadband and more than two million in television services, according to Escrivá highlighted. He stated that the operation has been analysed "extensively with the two operators" and thanked them for their "commitment to the country."”
  • Cinco Días reports The Spanish National Securities Market Commission (CNMV) admits the Ercros takeover bid and starts the clock (“La CNMV admite a trámite la opa de Ercros y pone en marcha el reloj”): “The CNMV has admitted to processing the takeover bid by the Portuguese company Bondalti for Ercros, of 3.6 euros per share, which values the company at 330 million. The regulator has a period of 20 days to pronounce, which can be extended at will.”
  • Europa Press reports Hereu says that the thesis is not to prevent the takeover of Talgo but it is necessary to know who ends up with a strategic company (“Hereu dice que la tesis no es impedir la OPA a Talgo pero hay que saber en quién acaba una empresa estratégica”): The Minister of Industry and Tourism, Jordi Hereu, has stated that the "thesis" is not to do everything possible to prevent Magyar Vagon's takeover bid for Talgo, but he has indicated that they have the "obligation", as a State, to know "in in whose hands control of the country's strategic industries ends.”
  • Valencia Plaza reports The Chairman of BBVA anticipates to shareholders that 2024 will be another record year (“El presidente del BBVA anticipa ante los accionistas que 2024 será otro año de record”): “Carlos Torres Vila announced that 2024 will be "even better" than 2023 in terms of results and impact on society, which in practice predicts a new historical profit record, after the 8,019 million euros earned last year. He announced the distribution among its shareholders of 50% of these profits, just over 4,000 million euros, at a rate of 0.55 euros per share, 18% more than in 2022.”
  • Cinco Días reports Banco Santander will allocate 6,000 million to dividends and share buybacks against 2024, 9% more (“Banco Santander destinará 6.000 millones a dividendos y recompras de acciones con cargo a 2024, un 9% más”): “This 2024 will also be a special year for the chair, as she celebrates ten years in office. In this period, if compared with the closing figures for 2013, the group highlights in a statement that "it has almost tripled profits, improved ROTE by 50%, and multiplied by seven the amount allocated to shareholders (cash dividends and share buybacks).”
  • Cinco Días reports Atresmedia approves a remuneration plan with 20 million for executive directors and senior managers (“Atresmedia aprueba un plan de retribución con 20 millones para consejeros ejecutivos y altos directivos”): “The board of directors of Atresmedia has proposed to the shareholders' meeting, which will meet on April 24, the approval of a variable remuneration plan for executive directors and managers, for the period between 2024 and 2026, for a maximum amount of 20 million euros. A program with which the company seeks to build loyalty among senior management. The program has an execution period between 2024 and 2026 and focuses on profitability objectives, business diversification and ESG.”
Back to Top
North American developments
United States
  • The Wall Street Journal reports SEC Approves Weakened Climate Disclosure Rule: “In a backtrack from the SEC’s original proposal, the amended rule doesn’t require companies to report certain indirect emissions, including from their supply chains and customers’ use of their products, such as coal or crude oil.”
  • The Wall Street Journal reports Former Twitter Executives Sue Musk Over Unpaid Severance: “Former CEO, CFO, legal chief and general counsel dispute Musk’s claim he had cause to fire them”.
  • The Wall Street Journal reports Elizabeth Warren Urges SEC to Investigate Tesla Over Board Independence: “Senator raises concerns about conflicts of interest and board disclosure”.
  • The Financial Times reports Uber chief unlocks $136mn in options after beating $120bn valuation target: “Dara Khosrowshahi became entitled to award after meeting targets set before ride-hailing group’s IPO.”
  • Reuters reports BlackRock urges Texas fund managers to reconsider after $8.5 billion divestment: “A senior BlackRock, opens new tab executive said on Thursday the world's largest asset manager was "dismayed" by a Texas state fund's move to pull $8.5 billion in assets, and urged the fund's administrators to reconsider.”
  • The Financial Times reports Reddit’s IPO is a regrettable mis-step in corporate governance: “The listing of dual-class shares will mean the partial disenfranchisement of many investors”.
  • The Financial Times reports The golden age of corporate pizza consumption transparency may be over: “This time last year, we used the Domino’s food item expenses listed in the company’s DEF14A proxy filings to calculate roughly how much pizza its leadership was snaffling: the results were both mind-boggling and deserving of a great many caveats. At the time, we were waiting for Domino’s proxy for 2022, which would show how newly-elevated chief executive Russell Weiner’s consumption habits compared with those of his predecessor, Ritch Allison. The results were stunning. Weiner packed in a record-breaking amount of Domino’s “food items” as perks during his first full year on the job — $7,322 of them to be precise (SEC link here)”.
Canada
  • Reuters reports: Canadian bank RBC lifts 2024 CEO pay goal, peers make no changes: “Royal Bank of Canada, opens new tab set a total compensation target of C$17 million ($12.6 million) for CEO Dave McKay for 2024, about 12% more what he made last year, even as peers that have reported so far made no changes after their bosses missed 2023 goals.”
Back to Top
Asian developments
Japan
  • The Financial Times reports Corporate Japan must quit the side hustle: "Non-core businesses are no longer just a shareholder annoyance, but an active impediment to dealmaking"
  • Bloomberg reports ISS Backs Canon CEO After Nomination of First Woman to Board: “Proxy advisory firm Institutional Shareholder Services recommended that investors vote for all ten directors at Canon Inc. later this month, a reversal from last year when it opposed the CEO’s reappointment because of a lack of female representation on the board.”
  • The Financial Times reports Japan’s drug stores could benefit from activist investor treatment: “There is still room for growth in Japan’s $53bn dispensing pharmacy market”.
South Korea
  • The Financial Times reports South Korea unveils reforms to unlock value of listed companies: “Financial regulators vow to introduce ‘stronger incentives’ than Japan.”
China
  • Fortune reports TikTok shareholders who make any ‘disparaging statement’ about the company risk having their entire holdings seized: “Current and former TikTok employees who criticize the company risk losing any stock they own—in some cases worth millions of dollars—under a shareholder agreement that bans disparaging the social media service.”
Hong Kong
  • Bloomberg reports that Bloomberg Provides ESG Data to Power Hong Kong’s New Greenhouse Gas Emissions Estimation Tool: “Bloomberg today announced that its ESG data supports the development of the newly launched greenhouse gas (GHG) emissions estimation tool of Hong Kong’s Green and Sustainable Finance Cross-Agency Steering Group (Steering Group) and the Hong Kong University of Science and Technology (HKUST).”
India
  • The Economic Times reports Warren Buffett's annual letter echoes Charlie Munger's view: It has something for Indian investors too: “Buffett implicitly invites investors to adopt a more nuanced view of their portfolios, urging them not to be swayed by temporary market movements but to focus on long-term value and fundamentals.”
Back to Top
Australia
  • FS Sustainability reports AI poses serious governance risk: “Super funds could be left footing the bill of listed companies that are quick to adopt artificial intelligence (AI) systems but slow to grasp the governance risks when the technology fails, according to Professor Nicholas Davis, a leading academic on emerging technologies from the University of Technology Sydney (UTS), speaking at an Australian Council of Superannuation Investors (ACSI) conference recently.”
  • FS Sustainability reports Greenwashing remains a priority: ASIC: “The call to stamp greenwashing at the root may have the potentially unintended consequence of stopping big companies from doing a better job at tackling environmental risks, including climate change. Companies might dial back their aspirations around sustainability if they fear that they will be in collision with the regulators.”
  • The Australian Financial Review reports Men dominate top pay quartiles at Australia’s biggest companies (WGEA median pay gap): “Eight of Australia’s 20 biggest companies have fewer women in their top quartile for total pay than the economy-wide average of 35 per cent, with Fortescue, Rio Tinto and WiseTech having the lowest proportion of women in their highest-paid jobs. Nine of the ASX 20 also had more women in their bottom pay quartiles than business in general, suggesting that a failure to promote women into senior ranks was part of their often stubbornly high gender pay gaps.”
  • The Australian Review reports: Magnificent seven: Lessons from BlackRock’s Australian quant king Andrew Ang: “BlackRock’s Australian-raised super-quant says there’s no such thing as passive investing as he weighs in on the big market issues.”
Back to Top
Contact Us
Daniele Vitale
Head of ESG, UK and Europe

This message was forwarded to you? Subscribe to our mailing list now.
 
 
www.georgeson.com
Twitter Youtube Linkedin