Georgeson
 
Monthly Roundup – May 2023
 
Activism
Environmental & Social
Europe
North America
Asia
Australia
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Georgeson publications
UK: New Memo on Pre-Emption Group Update; How many FTSE 350 Companies are seeking 10%+10% authorities?

The memo is an update from the ones produced in January and in March. The new version includes a list of all FTSE 350 companies that sought the now permitted 10%+10% share issuance authority without pre-emptive rights, with details on how much support each resolution received. 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?
  • Proportion of FTSE 350 companies seeking 10%+10% authorities in 2023
  • Level of support received by companies seeking 10%+10% authorities
  • 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.
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Europe: "Say on Climate" Board Proposals Memo

"Georgeson has issued a climate memo covering Say on Climate Board Proposals and providing an update on what has happened so far during the 2023 AGM season. The memo provides an overview of the trends from the 2023 AGM Season, Georgeson insight on these trends, investor expectations, and proxy advisor opinions.” The memo covers the following topics:
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Georgeson in the media
US: Georgeson’s Kilian Moote is quoted in The Deal’s article titled “Proxy Season Spotlights ESG Growing Pains”

“A large number of this season’s shareholder proposals continue to have a political lean to them. Last year, 105 shareholder proposals focused on political contributions disclosure or lobbying, according to Georgeson. By comparison, as of March 31, 85 shareholder proposals focused on political contributions reporting were filed. There has also been a sharp increase in the number of shareholder proposals focused on reproductive rights, following the U.S. Supreme Court’s decision to overturn the Roe v. Wade decision in June. Georgeson managing director and head of ESG Kilian Moote noted that 26 shareholder proposals requesting information about company policies around abortion access were filed as of March 31, along with one measure seeking an investor vote on the “risk” of supporting reproductive rights.” 
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US: Georgeson’s Edward Greene is quoted in IR Magazine’s article titled “Companies seek to limit officers’ liabilities this proxy season”

“Edward Greene, managing director with Georgeson, says he does not expect many companies to opt not to add exculpation provisions for officers. ‘I think we’ll see an overwhelming number of these,’ he says.

But he advises running the plan past major investors and the proxy advisory firms to check there isn’t strong opposition to the proposal, and to check the company’s voting participation rates to ensure the company can reach the threshold of support it requires.”
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US: Georgeson’s data is referenced in Corporate Secretary’s article titled “Chevron shareholders to vote on skeptical climate change proposal”

“Chevron Corporation shareholders will vote at the company’s AGM later this month on a climate change-related resolution based on a skeptical view of the issue, in contrast to most proposals in this area. The resolution comes amid an uptick in recent years both of pro and anti-ESG shareholder measures. Research from Georgeson finds twice as many proposal submissions that were critical of the ESG landscape in 2022 (52) as in 2021 (26), and there does not appear to have been a downturn this year.”
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Georgeson events
Germany: Georgeson’s Matthias Nau will be presenting at the Deutscher Investor Relations Verband conference (“DIRK-Konferenz”)
The presentation is titled “Safely through the AGM - the right way to deal with controversial shareholder topics.”

Whether it's the topic of executive or non-executive remuneration, the climate roadmap including a potential Say-on-Climate vote, diversity or changes to the Articles of Association to allow virtual Annual General Meeting, there are many exciting topics in the current AGM season. New shareholder groups are also being formed. How should companies deal with these topics and its shareholders? Matthias Nau will explain this in this workshop.”
Register
UK: Georgeson’s Cas Sydorowitz and Computershare’s Kirsten van Rooijen spoke at a Hogan Lovells webinar titled “AGMs: The 2023 Season” on 17 May 2023
Join for our analysis of the AGM season so far. We will provide expert insight and commentary on the latest market trends, key activist campaigns and other important global developments which are relevant to boards and investors.

Topics covered: Keynote remarks from Andy Griffiths, Executive Director at The Investor Forum; Shareholder meetings in 2023; Key areas of dissent; Key regulatory changes impacting AGMs
Watch recording
Italy: Georgeson’s Lorenzo Casale panelled a discussion at an event titled “Corporate Governance of State-owned companies” (“La corporate governance delle società a partecipazione pubblica”) that was hosted by the National School of Administration of the Prime Minister’s Office
Lorenzo Casale, Georgeson’s Head of Market Italy, hosted the panel “Stakeholders’ needs and corporate governance models” (“Esigenze degli stakeholders e modelli di corporate governance”) speaking about engagement with institutional investors and other stakeholders, and the ESG context (frameworks, ratings and investors’ initiatives) (course reserved to managers of State-owned companies, of Ministries and administrations dealing with State-owned companies, no recording available).
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Italy: Georgeson’s Lorenzo Casale and Francesco Surace spoke at an Assogestioni event titled “Catch-up course ‘Innovation, sustainability and digital transformation’” (“Catch-up course ‘Innovazione, sostenibilità e trasformazione digitale’
Lorenzo Casale, Georgeson’s Head of Market Italy, and Francesco Surace, Head of Corporate Governance Italy,  hosted a panel about innovation, sustainability and digital skills of directors and related investors’ and proxy advisors’ expectations, Sustainability and Technology internal Board Committees, Say on Climate and relative investors’ expectations, Italian market practices and investors’ expectations regarding ESG metrics in executive remuneration.
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Shareholder Activism
  • Sofie Cools (KU Leuven) published a post explaining Why Climate-Related and Social Shareholder Proposals Are Difficult (and Rare) in Continental Europe: “Investors have in recent years attempted to add climate-related proposals to the ballot of shareholder meetings. While originally these mainly aimed at better disclosure, lately they shifted their focus to demanding ‘say on climate’ (ie to hold an annual—mostly non-binding—shareholder vote on climate transition plans) and requesting concrete emission reduction targets. These proposals are very common in the United States and the United Kingdom, somewhat less prevalent in France, and (almost) non-existent in Germany and the Netherlands. In this post, I argue that, in addition to factors impeding shareholder activism generally, limitations on shareholder interference in strategic matters play a crucial role specifically with regard to environmental (and social) proposals.”
  • The Economist reports that Hindenburg Research takes on Carl Icahn: “An upstart activist investor challenges a veteran of the trade”.
  • The Times reports Activist Oasis pushes for sell-off of Wagamama owner TRG’s pubs: “The activist investor targeting Wagamama’s owner The Restaurant Group (TRG) wants the company to look at selling its Brunning & Price pubs and its airport concessions business in an attempt to cut its debt pile.”
  • The Financial Times reports on Corporate raiding returns dissected: “Do activists actually add value?”.
  • The Wall Street Journal reports that Wells Fargo Agrees to Pay Shareholders $1 Billion to Settle Class-Action Suit: “Shareholders claimed the bank and its past leadership were moving slower to address regulatory issues than they acknowledged publicly”.
  • The Wall Street Journal reports that Shareholder Activists Drag Companies Into U.S. Culture Wars: “Businesses face proposals on abortion, guns and climate change as groups with various viewpoints strive to get their agendas heard at this year’s annual meetings”.
  • The Financial Times reports that European asset managers take on McDonald’s over antibiotics: “Legal & General and Amundi say antimicrobial resistance poses a wider economic threat”.
  • Reuters reports that Shake Shack settles with activist investor, adds independent director: “The shareholder activist had determined ways to double the company's profitability within two years and believes the chain should get rid of its staggered board, meaning not all directors are up for election at the same time.”
  • The Wall Street Journal reports that Hedge Fund Hestia Wins Four Seats on Pitney Bowes Board: “The board election marked one of the first proxy fights to reach a vote since U.S. regulators implemented rules in September requiring use of a so-called universal proxy card in corporate-director elections.”
  • Fortune reports Goldman analysts say these red flags could make activist investors attack your company: “They identified four financial variables representing potential sources of vulnerability that might prompt an activist attack: slower trailing sales growth; lower trailing EV/sales multiple (lower valuations); weaker trailing net margin; and trailing two-year underperformance (lower excess returns).”
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Environmental & Social
  • The Financial Times reports that Investors defy Goldman, Wells Fargo and BofA in vote for climate plans: “Lenders under pressure on emissions as shareholders go against board recommendations”.
  • Energy Voice reports that the Lawsuit targeting Shell board over climate failures is thrown out: “A London judge dismissed a lawsuit accusing Shell board members of failing to manage climate change risks.  In a decision published Friday the judge threw ClientEarth’s suit out before a full hearing as there isn’t a clear case against Shell. The environmental law firm now has the opportunity to request an oral hearing to ask the court to reconsider. “The claim is utterly misconceived and a clear misuse of the English courts,” a spokesperson for London-listed Shell said in an emailed statement. “Our Directors have always complied with their duties and acted in the company’s best interests.” Filed in February, the lawsuit was the first of its kind anywhere in the world targeting board members and what responsibility they legally have to tackle climate change.”
  • The Financial Times reports on Big investors call on companies to slash use of plastics: “Coalition overseeing $10tn in assets warns on financial risks of inaction”.
  • ProMarket asks How Much Do Investors Care About Social Responsibility?: “Study participants are less likely to accept lower returns in support of social goals when acting as investors versus consumers or donors with a third accepting no reduction in returns. Additionally, those with higher income, women and Democrats were willing to accept lower return in support of social goals than those with lower income, men, Republicans and Independents.”
  • The Financial Times reports that Shell investors and climate activists revolt over energy transition: “Chief executive Wael Sawan faces critical questions as protesters disrupt annual meeting”.
  • ESG Today reports More than a Third of Public Companies Now Reporting Scope 3 Emissions: “The proportion of public companies providing disclosures on Scope 3 emissions – indirect emissions from across the value chain, typically accounting for the vast majority of most companies’ climate footprint – has increased to more than a third, according to a new study by investment data and research provider MSCI, which also found a significant increase in corporate decarbonization commitments.”
  • Institutional Investor reports Investors With Radically Different ESG Views Got in a Room Together. Here’s What Happened Next.: “The panel was convened to discuss how company boards can make sense of institutional investor expectations. The group included former CalPERS colleagues Anne Simpson, who now heads up Franklin Templeton’s sustainability efforts, and Matt Cole, the CEO at Strive, the asset management firm founded by Republican presidential candidate Vivek Ramaswamy.”
  • Bloomberg reports that Global Carbon Market in Turmoil After Zimbabwe Grabs Offset Money: “A government claiming half the revenue from privately-backed efforts to protect forests and cut emissions might throw carbon credit projects around the world into doubt”
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Global
  • The Financial Times reports that Record buyback spree attracts shareholder complaints: “Purchases by the world’s biggest 1,200 companies triple in a decade to rival dividends in scale”.
  • ISS published its Top Governance and Stewardship Issues in 2023: “The main 2023 proxy seasons are taking place in the midst of many uncertain global macroeconomic conditions, including geopolitical conflicts, inflation, rising interest rates, energy and supply chain concerns, heated political environments and climate change risks, and even bank stability questions. Portfolio companies will have to grapple with these challenges and their impacts on key issues such as human capital management, diversity, board accountability, executive compensation, and climate change through 2023 and beyond. As we enter peak proxy season, this report sets out to summarize the top governance and stewardship issues likely to be facing investors throughout 2023, and particularly this year’s main proxy seasons.”
  • Board Agenda reports that CEO turnover rises steeply: “The researchers say political changes and business difficulties may have accelerated turnover, which has risen 150% in the FTSE 100 alone.”
  • Virtus Interpress updated its Collection of research papers on director’s remuneration and compensation issues: “The editorial team of the Corporate Board: role, duties and composition has updated the list of research papers published in the journal devoted to questions of remuneration and compensation issues.”
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Europe developments
  • Responsible Investor reports that the European Commission is expected to publish ESG ratings regulation proposal in mid-June: “Long-awaited proposal follows last year’s public consultation, which saw majority backing for legislative intervention in the ESG ratings space.”
  • Board Agenda reports that Shareholder group calls on EU to define corporate sustainability: “The ICGN also seeks clarity on what role boards will play in supervising due diligence under the forthcoming EU directive.”
  • The Financial Times reports that EU’s new green reporting rules are ‘impossible’, businesses say: “Companies including BMW, Telefónica and BP have criticised the bloc’s classification system for sustainable investments.”
  • Responsible Investor reports that Key vote puts EU closer to passing sustainability due diligence directive: “European Parliament committee votes in favour of directive, which also sets out details on investor due diligence measures and director responsibilities on transition plans.”
  • The Financial Times reports that Political pushback puts brakes on Brussels’ green agenda: “European Commission chief says EU needs to assess its capacity to absorb multiple new environmental laws”.
UK
  • The Financial Times reports that UK company directors face tougher conduct regime: “Regulators propose overhaul of corporate governance code following audit scandals”. Read more about the Financial Reporting Council’s launch of the Consultation on Revision to the Corporate Governance Code.”
  • The Economist reports that Britain is liberalising its stockmarket-listing rules, again:  “On May 3rd the fca proposed its latest set of changes, which it will consult on over the next two months. These aim to simplify the structure of the stockmarket.”
  • The Financial Times reports that LSE chief calls for higher UK executive pay to retain listings: “Julia Hoggett wants ‘constructive discussion’ on remuneration to stop companies moving to US”.
  • The Telegraph reports that FTSE 100 pay packets mean we are competing for talent with one hand tied behind our backs: “The average pay for a FTSE 100 chief executive last year was £3.4m. That is – to state the bleedin’ obvious – a lot of money. But it’s much less than $18.3m (£14.6m), which is what the average boss of an S&P 500 company received in 2021. Recruitment consultants – or “headhunters” in the vernacular – say the basic rule of thumb is that US executives are paid between three and eight times what a similar job in the UK would command.”
  • The Financial Times reports that Pearson suffers shareholder revolt over executive pay: “Almost half of votes cast at AGM against revamped policy that could award higher bonuses”.
  • The Financial Times reports that AstraZeneca chair says it is paying CEO enough to ward off US rivals: “Drugmaker’s chief executive Pascal Soriot had talks last year about a role with US group Biogen”.
  • Board Agenda reports that Executive pay revolts are on course to echo 2022: “Investors’ dissent is predicted to remain high for this year’s AGM season, according to the register of shareholder revolts.”
  • Reuters reports that Man Group picks all-female top team as CEO Ellis retires: “Man Group (EMG.L) will be led by two women for the first time in its history by the end of this year, after the London-listed hedge fund group said its long-standing CEO Luke Ellis will be succeeded by current president Robyn Grew.”
  • The Financial Times reports that Unilever shareholders reject pay plan in big blow to incoming chief: “Consumer group ‘disappointed’ as almost 60% of votes at AGM are cast against remuneration report”.
France
  • Le Monde reports that 'We call on TotalEnergies shareholders to vote against the firm’s climate strategy': “A group of 188 scientists and experts condemn the 'carbon bomb' represented by the French multinational's oil pipeline project in Uganda.”
  • Les Echos reports that The climate invites itself to shareholders' meetings (“Le climat s'invite dans les AG d'actionnaires”): “In the middle of the annual period of this high point for listed companies, we expect a few stormy sessions around climate issues or executive salaries. For "La Story", the news podcast of "Les Echos", Pierrick Fay and Laurence Boisseau reveal the new challenges of general meetings.”
  • Les Echos reports on EDF: the State will be the sole shareholder from June 8 (“EDF : l'Etat sera l'unique actionnaire dès le 8 juin”): “This deadline puts an end to the long soap opera of the renationalization of the energy company. By taking control of EDF, the State will be able to aim for an electricity price "as low as possible", recalled the Minister of the Economy, Bruno Le Maire, on Tuesday.”
  • Les Echos reports on Societe Generale, Governance: comparison and reason (“Société Générale, Gouvernance : comparaison et raison”): “Societe Generale's continuity of management will not have benefited its stock market rating. The French bank will have to convince investors that efficiency Will improve under the leadership of Slawomir Krupa, Frédéric Oudéa's successor.”
  • Les Echos reports on SCOR: governance back on the menu of the general meeting (“SCOR : la gouvernance de nouveau au menu de l'assemblée générale”): “Proxy advisory firm ISS recommends voting against the reappointment of Augustin de Romanet, vice-chairman of the board, due to "concerns" about the CEO selection process. For the succession of Denis Kessler to the presidency, only one external candidate would be in the running.”
  • Les Echos reports that Orpea shareholders take legal action to request an AG (“Des actionnaires d'Orpea saisissent la justice pour demander une AG”): “The Association for the Defense of Minority Shareholders of Orpea (Adamo), which holds 5.5% of the capital, is asking the Commercial Court of Nanterre to convene a general meeting of the group of retirement homes. It feels cheated by the financial restructuring plan supported by Caisse des Dépôts.”
Germany
  • The Financial Times reports on How a publicity-shy chair is revamping Deutsche Bank: “In his first year, Alexander Wynaendts has made management more accountable”.
  • The Wall Street Journal reports that Investors Sue Adidas Over Kanye West Collaboration: “Lawsuit says company misled shareholders by hiding details of the artist’s antisemitic behavior; Adidas rejects claims”.
  • The Financial Times reports on The paradoxical lessons from EY’s punishment over Wirecard: “Regulatory reform of the audit industry is still unfinished business”.
  • Deutsche Welle reports that Activists throw cake amid protest at Volkswagen meeting: “The climate change and human rights activists targeted Volkswagen executives at the German carmaker's AGM. One topless woman interrupted CEO Oliver Blume's speech with the words "Dirty Money" painted on her back.”
  • The Financial Times reports that Mercedes-Benz puts forward China pragmatist to chair supervisory board: “Carmaker set to appoint BASF chief Martin Brudermüller who last year warned against ‘China bashing’”
Italy
  • Il Sole 24 Ore reports that Leonardo to the Cingolani-Pontecorvo tandem, Assogestioni defeated in the assembly (“Leonardo al tandem Cingolani-Pontecorvo, in assemblea sconfitta Assogestioni”): “The seats of the minority go to the formation proposed by some funds”
  • Affaritaliani reports that Salaries of top managers, everything changes for Enel, Eni, Leonardo, Poste and Enav (“Stipendi dei top manager, cambia tutto per Enel, Eni, Leonardo, Poste ed Enav”): “The government's tightening on the salaries of top managers of companies controlled or owned by the state that are listed on the stock exchange is confirmed”.
  • Reuters reports that Telecom Italia urged to call board meeting to name Vivendi candidate: “Telecom Italia is being urged by some directors to hold an extraordinary board meeting to name a candidate sponsored by top investor Vivendi (VIV.PA) to fill a vacant director seat at the former phone monopoly, two sources said on Saturday.”
  • The Guardian reports that Ex-chief executive at Genoa bridge firm says he knew about risk of collapse: “Gianni Mion said issue with Morandi Bridge was raised in 2010, eight years before tragedy in which 43 died.”
  • Reuters reports that Scaroni elected Enel chairman as Italy's Treasury wins board battle: “The Italian government scored a resounding victory over rebel investors on Wednesday in a vote on who should run Enel (ENEI.MI), a green energy champion and the country's largest-listed company.”
  • Milano Finanza reports on Leonardo, turn of events: together with Cingolani, GreenWood’s directors became part of the BoD. Assogestioni out. The share price closes upwards by 0.2% (“Leonardo, colpo di scena: con Cingolani in cda entrano i consiglieri di GreenWood. Fuori Assogestioni. Il titolo chiude in rialzo dello 0,2%”):  “For the US fund that submitted the third slate, the 4 candidates Wood, Ghislanzoni, Stefini and Levy became part of the board. 42% of the capital present at the meeting voted for them. Approved the €0.14 dividend.”
  • La Repubblica reports on Essilux, first AGM without Del Vecchio. Milleri: “In five years 3 billion of value to the employees (“Essilux, prima assemblea senza Del Vecchio. Milleri: “In cinque anni 3 miliardi di valore ai dipendenti. “The Chairman and CEO “In addition to growth, Leonardo wanted this company to be fair and caring towards its employees”. And about Mediobanca he restates: ‘We are long-term shareholders, we will study the plan and, if they ask us to, we will provide suggestions’”.
  • Il Sole24Ore reports on Eni: Green light from shareholders to the new BoD with Descalzi and Zafarana at the top (“Eni: via libera dei soci a nuovo cda con Descalzi e Zafarana al vertice”).  “Green light from Eni AGM to the distribution, by way and instead of the payment of the FY2023 dividend, of a sum of €0.94 per share.”
  • Il Corriere della Sera reports that Credem launched a 400 million green bond: orders for 2.2 billion (“Credem ha lanciato un green bond da 400 milioni: ordini per 2,2 miliardi”): “Credem launched its second green bond issuance, intended for institutional and professional investors, amounting to €400 million. The issuance, in the form of Senior Non Preferred (Snp), represents the third Esg instrument launched on the market by the group from early 2022.”
Ireland
  • The Irish Independent reports that Ires Reit rebel shareholders gather for battle at AGM: “Positions of chief executive Margaret Sweeney and chief financial officer Brian Fagan in most danger”.
  • The Irish Independent reports that Shareholders grill Myles O’Grady about poor deposit rates at Bank of Ireland AGM: “Bank of Ireland chief executive Myles O’Grady was put on the defensive by shareholders at Tuesday’s annual general meeting over the relatively low rates the bank is paying on deposits.”
Spain
  • CNMV reports that The presence of women on the Boards of Directors of listed companies continues to grow in 2022, reaching 32% of the total and approaches 40% in the Ibex (“La presencia de mujeres en los consejos de administracion de empresas cotizadas continua creciendo en 2022, hasta el 32% del total y se acerca al 40% en el IBEX”: “At the end of 2022, the presence of women on the boards of listed companies stood at 31.87% of the total, more than two points higher than in the previous year, according to the information extracted from the companies' annual corporate governance reports. Thus, for yet another year, there has been a progressive increase in the number of female directors and, for the first time in Spain, the break off the 30% barrier. In any case, there is still room for improvement in order to comply with the current recommendation of the Code of Good Governance, which from 2022 promotes that women should reach 40% of board seats.”
  • Cuatrecasas reports on What's new in the Sustainability Report: Preliminary Draft Law (“Novedades en el Informe de Sostenibilidad: Anteproyecto de Ley”): “The Draft Bill on corporate reporting on environmental, social and governance issues, approved by the Council of Ministers on 3 May, transposes Directive 2022/2464/EU ("CSRD"), the purpose of which is to bring sustainability reporting into line with financial reporting over time. The Draft Bill - which amends the Code of Commerce, the Capital Companies Act, the Audit Act and its implementing regulations - is subject to a public hearing until 25 May and its urgent administrative processing has been agreed.”
  • Hoy reports that All shareholders ultimately support the transfer of Ferrovial to Amsterdam (“Todos los accionistas apoyan al final el traslado de Ferrovial a Amsterdam”): “No owner of the 5.8% that voted 'no' at the meeting, including Leopoldo del Pino, has requested the reimbursement of their titles before the change of venue.”
  • Bolsamanía reports that The SRI Week 2023 will analyze from today in seven cities the advances in sustainable investment (“Economía/Finanzas.- La Semana ISR 2023 analizará desde hoy en siete ciudades los avances en inversión sostenible”):  “The SRI Week organized by Spainsif, the Spanish Sustainable Investment Forum, will celebrate its 12th edition in face-to-face format between May 24 and June 9. In this way, throughout eight sessions, trends in sustainable finance and the development of Environmental, Social and Governance (ASG) criteria in the financial ecosystem will be analysed.”
  • La Información reports that Hohn's leap into Cellnex makes Spain the country where activists grow the most (“El salto de Hohn en Cellnex hace a España el país en el que más crecen los activistas”): “This jump, in addition to being key to the reconfiguration of the group's board, has placed Spain in an unusual position in the rankings of activist investors. Specifically, the investor's movements have made the Spanishl market the one that has registered the greatest increase in positions of these investors during the quarter (2,398 million dollars).”
  • Crónica reports that Indra is already the jewel in the crown in Spain of the owner of Prisa (“Indra ya es la joya de la corona en España del dueño de Prisa”): “The value of the Amber fund's stake in the state-owned systems company exceeds that of its historic investment in the media publisher, despite its stock market rebound in 2023.In parallel with the appointment of José Vicente de los Mozos as the new CEO of Indra, to close the announced replacement of Jorge Mataix as chief executive, Amber has informed the National Securities Market Commission (CNMV) of the increase in its stake in the capital up to 7.23%, which reinforces its status as the second shareholder of the group after the State, which owns 28%.”
Netherlands
  • Responsible Investor reports that Robeco voted against most ‘Say on Climate’ resolutions last year: “The latest developments in sustainable finance: Net zero venture capital group launched; EU Council adopts new rules on pay transparency.”
  • Music Business Worldwide Reports that Sir Lucian Grainge remuneration package approved by Universal Music Group shareholders: “At Universal Music Group‘s Annual General Meeting on Thursday (May 11), UMG’s Board tabled a proposal to reappoint Sir Lucian Grainge as its Executive Director (a position he holds in addition to being the company’s Chairman and CEO) for a five-year term (ending on May 1, 2028).”
Switzerland
  • Finanz und Wirtschaft reports on the Bickering over new company law (“Gezänk um neues Aktienrecht”): “The new law should strengthen shareholders. But there is unexpected criticism. The current season of general assemblies is proving to be a touchstone.”
  • FNLondon reports that UBS taps Credit Suisse CEO Körner as Ermotti names new leadership team: “UBS has largely stuck with its own management team for top jobs”.
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North America
United States
  • The Wall Street Journal reports that CEO Pay Packages Fell Sharply in 2022 as the Stock Market Sank: “Two-thirds of S&P 500 chief executives finished the year with less compensation than initially awarded; Elon Musk’s $10 billion hole”.
  • The Financial Times reports on Executive pay: new formulas could fuel confusion: “In theory, corporate leaders could be shown to be owing the company money”.
  • The Wall Street Journal reports on The Supreme Court Case That Could Threaten the SEC’s Climate-Disclosure Rule: “A legal challenge to fishing-industry regulation was taken up by the high court last week, in a review that legal experts say could have far-reaching implications for how regulatory agencies operate”.
  • Reuters reports that Berkshire shareholders reject climate, diversity proposals: “Berkshire Hathaway Inc shareholders on Saturday overwhelmingly rejected six proposals for environmental, social and governance changes at Warren Buffett's conglomerate, all of which the billionaire investor and his board opposed.”
  • The Financial Times reports that Top proxy adviser performs rare U-turn over Jamie Dimon’s pay: “ISS switches recommendation for US bank’s executives after admitting errors in analysis”.
  • Bloomberg reports that ESG Investing Goes Quiet After Blistering Republican Attacks: “’Greenhushing’ is the new greenwashing as asset managers in the US try to duck controversy over sustainable investing.”
  • The Financial Times reports that Bosses of failed US banks refuse to hand back millions of dollars in pay: “Silicon Valley Bank and Signature Bank executives grilled during Senate hearing”.
  • The Financial Times reports that Norway’s $1.4tn oil fund to step up ESG proposals to US companies: “World’s biggest sovereign investor to expand use of shareholder motions after successful trial”.
  • Reuters reports that Morgan Stanley CEO succession underscores Wall Street's diversity gap: “The absence of women from the slate of potential Morgan Stanley (MS.N) CEO successors underscores the importance of cultivating and keeping diverse talent, corporate governance experts say.”
  • The Financial Times reports that Three failed US banks had one thing in common: KPMG: “Big Four auditor’s work for SVB, Signature and First Republic comes under scrutiny in aftermath of their collapses”.
  • Bloomberg Law reports California Board Diversity Law Violates Federal Constitution: “The Alliance for Fair Board Recruitment alleged that Assembly Bill 979—which requires boards of public companies headquartered in California to include at least one to three members of underrepresented groups or face a fine—violates the equal protection clause of the Fourteenth Amendment and 42 U.S.C. § 1981. The group sued in the US District Court for the Eastern District of California, which granted its motion for summary judgment Tuesday.”
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Asian developments
Japan
  • Responsible Investor reports that Japan to consider governance reforms for public company boards: “These include new requirements on gender equality, board effectiveness and investor engagements.”
  • The Financial Times reports that the Japan stock index hits 33-year high as investors warm to Tokyo story: “Interest spurred by corporate governance reforms and search for alternative to China”.
  • The Financial Times reports on How Japan got its swagger back: “Helped by an escape from decades of deflation, the stock market is at a 33-year high and the economy rebounding. But can this rally last?”.
China
  • SCMP reports on Sustainability: how China is clamping down on exaggerated green claims in sectors from manufacturing to finance: “At the Shanghai Chemical Industry Park in Caojing, some 50km (30 miles) south of downtown Shanghai, manufacturing of key materials used in automobiles, buildings, and consumer products at German chemicals maker Covestro is undergoing a sustainability transformation. In 2021 the manufacturing site, its largest globally, became one of the company’s 11 sites certified to use the so-called mass balance approach for tracking the movement and usage of sustainable raw materials. The mass balance approach allows the transition towards more sustainable chemicals work at scale, enabling the customers of the chemical industry to use products manufactured with recycled and renewable raw materials. It helps reduce the consumption of fossil resources, enable the transition to a more circular economy, and to ultimately reduce its carbon footprint.”
Hong Kong
  • The Financial Times reports that HSBC shareholders reject Ping An-backed split proposal at AGM: “Special resolutions demanding regular review of bank’s structure and a guaranteed dividend are defeated”.
  • SCMP reports that HSBC investors reject minority shareholders’ proposal to spin off Asia business, raise dividend payouts. Minority shareholders had called for the bank to consider radical change, including an overhaul of its structure Ping An, HSBC’s biggest shareholder, has also been pushing the lender to make changes to enhance shareholder valued.
  • The New York Times reports that HSBC Shareholders Defeat Measure Aimed at Spinning Off Asia Operations: “The outcome is a win for the bank in its fight with its largest stakeholder, the Chinese insurer Ping An, which argues HSBC isn’t taking full advantage of its profitable Asia unit.”
  • The New York Times reports that Born in Asia but Based in Britain, HSBC Fights to Stay in One Piece: “The global bank’s biggest shareholder, the giant Chinese insurer Ping An, wants HSBC to spin off its profitable Asian operation.”
  • Regulation Asia reports that Hong Kong ESG Rules May Lift Mainland Disclosures: “The upcoming rules will make HKEX-listed companies subject to the most stringent ESG disclosure requirements in the region. Proposals to tighten ESG disclosure requirements for Hong Kong-listed firms are expected to increase pressure on Chinese companies to improve their sustainability reporting. Starting from January 2024, Hong Kong Exchanges and Clearing (HKEX) plans to mandate all issuers to report climate metrics in accordance with the International Sustainability Standards Board (ISSB), aiming to drive higher ESG standards across Greater China. According to Sustainable Fitch, this move could influence mainland Chinese listed companies seeking offshore capital to enhance their sustainability governance reporting. International investors often struggle to assess the financial and impact materiality of ESG factors for Chinese companies due to limited experience and knowledge in ESG reporting, it added. The upcoming rules will make HKEX-listed companies subject to the most stringent ESG disclosure requirements in the region. These regulations, outlined in a consultation paper published in April 2023, mark a significant upgrade from the current ‘comply or explain’ status of mandatory reporting.”
  • SCMP Reports that Hong Kong has subsidised over 220 green and sustainable debt instruments with over US$71.5 billion in issuances, treasury chief Christopher Hui says: “Hong Kong has approved grants for green and sustainable finance debt instruments with underlying issuances worth more than US$71.5 billion as of the end of March, as part of the government’s push to accelerate the city’s development as an international centre for green and sustainable finance, according to Secretary for Financial Services and the Treasury, Christopher Hui Ching-yu. Grants have been approved for more than 220 related debt instruments issued in Hong Kong since the launch of a scheme to support green and sustainable bond issuances and lending in the city in May 2021, Hui said in a keynote speech in a video at the Asia Summit on Green Economy organised on Friday by the non-profit Business Environment Council and consultancy firm Arup. ‘We are all aware that promoting the green economy for sustainable development is a subject of global concern,’ Hui said. ‘Hong Kong, a vibrant and resilient international financial centre, is uniquely positioned to play a leading role in green finance.’”
India
  • The Economic Times reports that Mutual funds making voices heard loud and clear at companies: “ Mutual fund managers are becoming increasingly aggressive in voting against some of the company resolutions they believe will adversely impact the company and its shareholders. Their proportion of votes against resolutions put forth by the companies was 6.93% in FY23, the highest ever, data compiled by primemfdatabase.com showed.”
  • IiAS published a report on Governance of Indian listed companies: “ Cyril Shroff examines the current state of the Indian corporate governance landscape during his keynote address at our annual event during which we reviewed the Corporate Governance trends for the S&P BSE100 companies.”
  • The Financial Times reports that Adani Group seeks to issue shares for first time since short selling attack: “Two Adani companies announce plans to raise $2.5bn from investors”.
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Australia
  • Reuters reports that Macquarie commodities and markets boss earns $39 million, trumping CEO. “Macquarie Group's (MQG.AX) commodities and global markets (CGM) division head earned about A$57.6 million ($39 million) for the year ending March 31, topping the CEO's A$32.8 million compensation, according to the Australian bank's annual report.”
  • The Financial Times reports that the Boom in Australia’s female business chiefs belies lack of women in wider labour market. “Progress at the top has accelerated but gender imbalance persists in feeder roles outside top 20 companies”.
  • The Australian Financial Review reports that Australia a ‘ripe hunting ground’ for activist investors: “The co-founders of activist investor group Snowcap Research say Australia is an 'incredibly ripe hunting ground' for a step-up in activist campaigns to unlock value, with the ASX energy sector at the forefront of disruptions in the global energy transition. Australia is off the radar of the large United States activist funds, which means it is fertile ground for other players to step in.”
  • The Australian Financial Review reports on Why investors want more control over companies’ climate plans 'Companies may be forced to give shareholders an annual vote on their climate strategies or risk significant protest votes against directors and remuneration reports. Major shareholders are mostly disappointed at the progress that oil and gas companies in particular are making in reducing emissions, and want to see annual [emissions reduction] targets and [to see] progress annually.'
  • The Australian Financial Review reports that European automakers demand South32’s higher-cost ‘green aluminium’: “European carmakers are choosing to pay an extra $10 to $15 a tonne for 'green aluminium' from Australian diversified miner South32, as automakers race to secure metals made without fossil fuels to cut their carbon footprint.”
  • The Australian reports that  Australia warned over risk of green backlash: “Australia may be in danger of facing a US-style backlash against environmental, social and governance activism, particularly around climate change, the chief executive of the Responsible Investment Association has warned.”
  • The Australian Securities and Investments Commission (ASIC) published an Update on ASIC’s recent greenwashing actions: “ASIC’s report details the 35 interventions it has made in response to its greenwashing surveillance activities from 1 July 2022 to 31 March 2023, and identifies the increasing levels of representations on environmental, social and governance credentials by listed companies, managed funds and superannuation funds.”
  • Guardian Australia reports that ‘Don’t F&*! The Planet’: Atlassian issues net zero guide for companies cutting climate impact: “Tech firm founded by Australians Mike Cannon-Brookes and Scott Farquhar says net zero must be achieved by cutting emissions by 90% and only offsetting the remainder”
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Contact Us
Daniele Vitale
Head of ESG, UK and Europe

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