• Reuters reports that Richemont shareholder sides with activist investor on poor valuation: “Richemont shareholder Artisan Partners said on Monday it agreed with activist investor Third Point that there was ‘significant unrecognised value’ within the luxury goods firm controlled by South African billionaire Johann Rupert. Artisan’s comments come a day after online news platform Miss Tweed and the Financial Times reported that hedge fund Third Point had built a stake in Richemont and was pressing the company to improve its performance.”

• The Financial Times reports that Activist fund tries to scupper Goldman Sachs, Nippo and Eneos deal: “Hedge fund Oasis says Japanese buyout puts minority shareholders at severe disadvantage.”

• Bloomberg argues that India Is No Place for U.S.-Style Investor Activism: “Invesco has lost a round in the fight to oust Zee Entertainment’s family founders from the board, but the battle for control may not be over yet. Aggressive, no-holds-barred shareholder activism has met with plenty of cultural resistance in Asia, most notably in Japan and South Korea. Now, it’s India’s turn to curb American investors’ enthusiasm. Or so it would seem from the latest twist in the fight over Zee Entertainment Ltd., the country’s largest publicly traded television network.”

• The Financial Times reports that Apple fights shareholder call for more transparency on forced labour: “Issue is one of six petitions lodged by investors at SEC, as pressure builds on environmental and social governance.”

• Money Week reports about Chris Hohn: from hedge fund moneymaker to climate crusty: “Chris Hohn made more money in financial markets than any of the world’s most successful hedge funds. But his lucre is all for a higher purpose – not least, saving the planet.”

• Olshan argues that BlackRock’s Recent Move Could Benefit Shareholder Activists in Election Contests: “We believe this could be a positive development for shareholder activists and potentially lead to a higher overall success rate in contested elections. In prior years, BlackRock has been particularly unsympathetic to activists in contested elections. According to Insightia, during the 2020/21 proxy season BlackRock supported at least one dissident nominee in only two of 14 election contests (including withdrawn and settled contests), or 14.3% of the time (down from 25% of the time in the 2019/20 season). Allowing BlackRock’s institutional clients to depart from the firm’s historical tendency to vote in favor of management by giving these clients the ability to vote on their own could tilt voting results in favor of activists at shareholder meetings of companies where BlackRock is a significant shareholder.”

• ISS has published a blog about Shareholder Activism in Israel: “The prominence of shareholder activism has increased in Israel following the recommendations of the 2007 Committee on Institutional Shareholders’ Involvement in the Israeli Capital Markets. Shareholder activism is particularly buoyed by the Israeli Companies Law, allowing shareholders who own at least 1 percent of voting rights to file shareholder proposals at AGMs and shareholders with more than 5 percent of issued share capital to call special shareholder meetings.” 

• Glass Lewis has announced that its 2022 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, and the UK: “Our 2022 market guideline updates reflect the trending topics at the top of mind for investors and issuers, including board diversity and composition, Say on Climate votes, special purpose acquisition companies (SPACs), and the oversight of environmental and social risks.” Additional 2022 guidelines are available here.

• ISS ran an Open Comment Period for 2022 Proposed Benchmark Voting Policy Changes: “The open comment period elicits views from governance stakeholders globally with regard to a number of ISS’ proposed voting policy changes for 2022 and beyond, and will run through 5:00 p.m. ET on Tuesday, November 16, 2021. […] We now make available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2022. Feedback is invited from all interested market constituents on 16 proposed policy changes […].” As of 26 November the final 2022 ISS policy updates have not been published yet.

• The IFRS Foundation has announced the International Sustainability Standards Board, consolidation with CDSB and VRF, and publication of prototype disclosure requirements: “The formation of a new International Sustainability Standards Board (ISSB) to develop – in the public interest – a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors’ information needs; A commitment by leading investor-focused sustainability disclosure organisations to consolidate into the new board. The IFRS Foundation will complete consolidation of the Climate Disclosure Standards Board (CDSB – an initiative of CDP) and the Value Reporting Foundation (VRF – which houses the Integrated Reporting Framework and the SASB Standards) by June 2022; The publication of prototype climate and general disclosure requirements developed by the Technical Readiness Working Group (TRWG), a group formed by the IFRS Foundation Trustees to undertake preparatory work for the ISSB […].”

• Responsible Investor reports about Will ‘split voting’ in pooled funds ever become mainstream?: “Dominic Webb speaks with asset managers and owners about whether recent moves mark a tipping point for split voting.”

• The Harvard Business Review has published Accounting for Climate Change: The first rigorous approach to ESG reporting: “Corporations are facing growing pressure – from investors, advocacy groups, politicians, and even business leaders themselves – to reduce greenhouse gas (GHG) emissions from their operations and their supply and distribution chains. About 90% of the companies in the S&P 500 now issue some form of environmental, social, and governance report, almost always including an estimate of the company’s GHG emissions. The authors describe these as ‘catchall reports that are often made up of inaccurate, unverifiable, and contradictory data’.”

• The Financial Times reports that LGIM ends feedback on executive pay after finding it mostly ignored: “UK’s largest asset manager to focus direct consultation on areas such as climate change instead.”

• The Wall Street Journal reports that Miners Have a Pesky Pollution Problem: Their Customers: “Mining companies face pressure to reduce emissions produced by those who buy their commodities, but say their clients can’t be controlled.”

• The Financial Times reports about Executive pay and climate: can bonuses be used to reduce emissions?: “Senior management pay is increasingly linked to sustainability targets, but critics are sceptical this will amount to meaningful change.”

• Alex Edmans discusses Is There Really A Business Case For Diversity?: “Am I seriously asking this question? The evidence on the business case for diversity appears to be overwhelming. […] Given these results, many people think asking the question is a waste of time. One Chair, interviewed in the FRC study, raged that ‘There have been enough reports … statistics and … evidence-based research to stop talking about it and get on with it.’ […] But a new study has uncovered an inconvenient truth. It’s documented a strong negative relationship between gender diversity and shareholder value. The authors found that, over the last 20 years, the proportion of women on FTSE 100 boards improved by 26 percentage points, compared to 15 for the S&P 500. But total shareholder return for the FTSE 100 has been only +136% over the same period, versus 221% for the S&P 500. Commenting on the findings, the lead researcher said: ‘This is the clearest evidence yet that having more women on boards destroys shareholder value […].’ […] How do we react to that new study?”

• The Financial Times reports that Science-based arbiter of corporate climate targets sets out new rules: “Companies must slash direct and supply chain emissions by at least 90% by 2050 to receive stamp of approval”. See their announcement here.

• The Financial Times reports that Brussels to weaken its sustainable finance ‘green standard’: “EU taxonomy is likely to include nuclear power and natural gas, which will fuel allegations of greenwashing.” Meanwhile, EuroNews reported that Led by France, 10 EU countries call on Brussels to label nuclear energy as green source: “A group of ten EU countries, led by France, have asked the European Commission to recognise nuclear power as a low-carbon energy source that should be part of the bloc's decades-long transition towards climate neutrality.”

• The European Central Bank reports about How well are European banks managing their climate-related and environmental risks?: “Covering 112 banks directly supervised by the ECB with €24 trillion of combined assets, the report is an unprecedented stocktake of European banks’ preparedness to adequately manage and disclose their exposure to C&E risks. With the publication of this report, the ECB aims to offer an overview of the current trends in addressing and disclosing C&E risks within the euro area banking sector.” See the report here.

• The Financial Times reports that EU seeks more independence for bank regulators after Wirecard scandal: “German supervisor BaFin set to have to cut ties with industry representatives.”

• Reuters reports that Britain says company climate disclosures will be mandatory from 2022: “Britain confirmed on Friday that a set of global voluntary company disclosure standards on climate-related risks will become mandatory for large UK companies from April 2022. The business ministry had proposed in March that corporate disclosures should be mandatory, using recommendations from the global Task Force on Climate-related Financial Disclosures (TCFD), set up by the G20 rich countries to coordinate financial rules. The ministry said on Friday that from April 6, 2022, over 1,300 of the biggest UK-registered companies and financial institutions will be required to apply the 4-year old TCFD recommendations. It makes Britain the first G20 country to make the TCFD recommendations mandatory, with the announcement coming just before the COP26 U.N. climate conference in Glasgow.”

• PwC reports that FTSE 100 firms show continued executive pay restraint as ESG goals become more embedded in remuneration decisions: “Executive pay at FTSE 100 companies continues to show restraint in 2021, PwC analysis finds, though there has been a slight dip in the number of CEOs having their salaries frozen as the executive labour market experiences a bounce back.   With the 2021 AGM season now over, PwC has reviewed and analysed the executive remunerations decisions for FTSE 100 companies, which show that 2021 remuneration decisions demonstrated restraint by remuneration committees, with: A 9% reduction in median total single total figure of remuneration for FTSE 100 CEOs, with a median of £2,940,000 in 2021 compared to £3,247,000 in 2020; 28% of CEOs received no bonus (as a result of not meeting targets, or the bonus being cancelled or waived) in 2021 compared to 14% of CEOs in 2020; and, 45% of CEOs have had their salaries frozen for 2021 compared to 52% in 2020. Separate analysis shows the trend in the FTSE 100 towards the inclusion of environment, social and governance (ESG) measures as part of variable incentive arrangements has continued. Almost 60% of FTSE 100 companies now include ESG measures as part of their executive incentive plans, with 58% of the FTSE 100 now linking ESG measures to executive pay, an increase of nearly one third on last year, when 45% of companies had these measures.”

• The Government has announced a new five-year review to monitor women’s representation in the upper rungs of FTSE companies: “The call comes as the government announced today (Monday 1 November) it would back a new five-year review to monitor women’s representation in the upper rungs of FTSE companies, namely The FTSE Women Leaders Review, and encourage firms to open up opportunities to everyone. […] To date, the government’s actions have proven immensely successful in encouraging companies – without the use of quotas – to improve the gender balance on their boards, through fair recruitment on the basis of merit. Earlier this year the final report of the government-backed Hampton Alexander Review, which ran from 2015 to 2020, found that its main target had been more than met, with over a third (34.3%) of FTSE350 board positions held by women. This marked a huge increase of 50% over 5 years. The numbers of ‘one and done’ boards – with only one woman member – dwindled from 116 in 2015 to just 16 earlier this year. Today, the new FTSE Women Leaders Review opened its online portal for FTSE companies to submit their gender diversity data. New leadership is currently being appointed to steer the review, and take forward new targets over the coming years.” Further information is available here.  

• The Daily Telegraph reports that Wetherspoon boss Tim Martin goes to war on ‘box-ticking’ shareholders: “The founder of JD Wetherspoon has launched an extraordinary attack on one of the pub chain’s biggest shareholders, accusing Fidelity of damaging public companies with a ‘box-ticking’ approach to governance while breaking the rules itself. Tim Martin lashed out at the investment giant after it opposed the reappointment of two Wetherspoon directors beyond the nine-year limit imposed by the accounting regulator’s Corporate Governance Code.” See the RNS here.

• The FT’s Helen Thomas argues that City of London’s quaint approach to pre-emption needs an update: “UK’s review of capital raising considers principle of giving shareholders first option to buy ‘sacrosanct’”. More info here.

• Reuters reports that Investors tell Big-4 auditors they risk AGM rebellion over climate accounting: “Major investors have warned the world’s top four audit firms they will vote to stop the firms working for the companies they invest in at AGMs from next year if audits do not integrate climate risk. The challenge, laid out in letters from an investor group managing around $4.5 trillion that were seen by Reuters, marks an escalation in the group’s efforts to ensure investors were armed with robust information. The investors have been pushing auditors to improve for several years amid concern they were misrepresenting the true health of companies by not factoring in potential hits from the impact of climate change and associated policy changes.”

• The Financial Times reports that FTSE companies push for a quarter of female CEOs by 2025: “Unilever, BP, NatWest, Morgan Stanley and GSK among those backing campaign to boost diversity.” See their website here.  

• The Financial Reporting Council has published its annual Review of Corporate Governance Reporting: “The Annual Review of Corporate Governance published today by the Financial Reporting Council found that there was a general improvement in reporting against the UK Corporate Governance Code. The report highlights areas of high-quality reporting, however, there is still room for further improvement in areas such as substantive disclosures on Board appointments, succession planning and diversity. The report also found that more focus on reporting the effectiveness of internal control and risk management systems would enhance the level of confidence in the company’s control framework.” See the full report here.

• The High Committee on Corporate Governance has published its eighth activity report (“Le Haut Comité de Gouvernement d’Entreprise publie son huitième rapport d’activité”): (in French). “An analysis of the information on governance and compensation published in 2021 by SBF 120 companies shows that the degree of compliance with the Code's provisions is increasing on major subjects, in a context of mature governance. The report explains the positions taken by the High Committee in 2021, notably on the qualification and consequences of a general and lasting conflict of interest concerning directors, on the independence or non-independence of former directors of a subsidiary and on the review of directors’ independence in the event of business ties between the director and the company. It emphasised the progress made, and to be continued, in the presence of directors representing employees on the Compensation Committee and provided details on the organisation of meetings of Board members without the presence of executive directors. Lastly, the High Committee continued its analyses of the implementation of targets for the number of women in management bodies and of ratios on pay differentials. On gender diversity, it emphasised the progress made and reaffirmed the need for ambitious, quantified action plans that include targets for increasing the number of women at the highest levels of management. Concerning the ratios on pay differentials, it asks that the perimeter of the entity or entities taken into account be clearly mentioned, while explaining the reasons and the relevance of the perimeter chosen.” The full document is available here.

• Proxinvest has published a report entitled CEO Compensation at top French listed companies: “Proxinvest’s report on French CEOs remuneration for FY 2020 shows a 14% decrease in the average total compensation (SBF 120 index), reaching €3.2 million in 2020, and returning to its 2014-2015 levels. This decrease also appears in the sub-sample of very large French companies: the average total compensation of CAC 40 CEOs fell by 11% in 2020 (-10% on a constant sample) to €4.6 million. As a reminder, Proxinvest’s report values all elements of executive compensation granted for the 2020 financial year (base salary, annual bonus, fees, benefits in kind, stock options and free or performance shares valued at their date of allocation, cash incentives and other indirect forms of remuneration).”

• Handelsblatt reports that Handelsblatt publishes the secret report on the work of EY auditors (“Das Handelsblatt veröffentlicht den Geheimbericht zur Arbeit der EY-Wirtschaftsprüfer”): (in German). “For four weeks, Martin Wambach and his team of special auditors worked on a report about EY’s work for Wirecard. It was classified as secret, but paid for by taxpayers’ money. The document must be made available to the public, which Handelsblatt does herewith. The 168-page report, together with its two annexes, is also available at www.handelsblatt.com/wambach. The special investigators’ analysis suggests that if EY had consistently audited according to the standards of the Institute of Public Auditors in Germany (IDW), the business practices at Wirecard and the fraud might have been uncovered much earlier. EY denies wrongdoing. EY’s auditors are once again vying for the lost contract at Telekom. But they are in the middle of an elaborate legal defence battle - the outcome is open.”

• Deutsche Welle reports that More women have joined Germany’s executive boards — but not many: “The number of women on the executive boards of Germany's publicly traded companies is slowly going up. But when it comes to gender parity, Germany still lags far behind other developed countries.”

• The Financial Times reports that Former Aegon CEO to succeed Paul Achleitner as Deutsche Bank chair: “German lender picks 61-year-old Dutchman Alex Wynaendts after a protracted search.”

• Responsible Investor reports that New German government will push EU on climate in credit ratings and minimum standards for ESG ratings: “Coalition agreement includes a section on sustainable finance for the first time.”

• Handelsblatt reports that SAP has supervisory board member removed - court agrees (“SAP lässt Aufsichtsratsmitglied abberufen – Gericht stimmt zu”): (in German). “A spectacular case is coming to an end: the former head of SAP’s works council is now also leaving the supervisory board. A court ruled in favour of the company.”

• Milano Finanza reports that Ferrari overtakes Intesa Sanpaolo in terms of market capitalization. It is now the second largest stock on Piazza Affari: (in Italian). “Ferrari has overtaken Intesa Sanpaolo. Aided by a black day for banks, the ‘Prancing Horse’ has today become the second most capitalised stock on the Italian Stock Exchange behind only Enel alone (€70.7 billion, -1.3% today). Ferrari closed the session up 2.2% and is now close to 240 euros, for a valuation of over 46.4 billion euros. In recent weeks, the company in the Exor galaxy has updated one record after another, driven by the positive judgments of analysts.”

• Il Sole 24 Ore reports about Telecom Italia, KKR prepares to make a “friendly” takeover bid for 100% at 50 euro cents per share. The government will evaluate network and employment issues: (in Italian). “The non-binding proposal of the Americans is also subject to a 4-week confirmatory due diligence. The company is valued at more than 11 billion euros. A super-committee of ministries and experts is ready.”

• The Financial Times reports about Italian IPOs: fortunes remain locked up in family businesses: “Markets reflect the low appetite for outside capital from the country’s profitable mid-caps.” 

• Reuters reports that Roche controlling family won’t have to make offer after Novartis deal: “Roche’s family owners have been saved from having to make an expensive offer for the rest of the pharmaceuticals giant’s shares after its $20.7 billion deal to buy back Novartis’s stake took them over a voting threshold. Novartis said on Thursday it would sell its nearly one-third voting stake in Roche back to its cross-town rival, disentangling the two drug companies that had been linked by the investment for two decades. The deal, which would see the purchased shares cancelled, would raise the stake of the pool of Roche family members from 45.01% at present to 67.5%. Under Swiss rules, anyone who already owns more than a third of a Swiss company and then raises their stake to more than 50% must make an offer for all the listed shares. But the family, descendents of company founder Fritz Hoffmann-La Roche, requested an exemption from having to launch an offer to other shareholders, which could have potentially cost them billions of francs. The Swiss Takeover Board said on Friday it had approved the exemption, saying there was no indication the family had tried to get around the rules and was not actively seeking further its control over Roche.”

• FINMA has published guidance on preventing and combating greenwashing: “The Swiss Financial Market Supervisory Authority FINMA today published guidance on preventing and combating greenwashing in the fund segment together with rules of conduct at the point of sale. In its Guidance 05/2021 on preventing and combating greenwashing, FINMA sets out its expectations and current practice regarding the management of sustainability-related collective investment schemes at fund and institutional level. In addition, it warns financial service providers who offer sustainability-related financial products of potential greenwashing risks in the advisory process and at the point of sale.” The full document is available here.

• The Financial Times reports that Colm Kelleher to succeed Axel Weber as UBS chair: “Morgan Stanley veteran commits to 10-year term and will work alongside CEO Ralph Hamers on speeding up digitisation.”

• The Financial Times reports that Shell to shift tax base to UK and ditch dual share structure: “Oil group says move is ‘necessary simplification’ but Dutch government brands it an ‘unwelcome surprise’.”

• The Financial Times reports that Elliott takes $1bn stake in Europe’s biggest supermarket: “Ahold Delhaize US hedge fund pledges to support IPO of Dutch group’s ecommerce arm Bol.com.”  

• El Confidencial reports about ESG investment criteria: Europe is moving towards obligatory ESG criteria, but Spain is resisting them (“Criterios ESG de inversión: Europa se asoma a la obligatoriedad pero España se resiste”): (in Spanish). “An Andersen study suggests that some countries are looking at how to assess compliance with these guidelines or make them a requirement for accessing funding; in our country they are still only recommendations.” See the Andersen study here.

• Cinco Días reports about A fiscal year with telematic meetings and a new code of corporate practices (“Un ejercicio con juntas telemáticas y nuevo código de prácticas empresariales”): (in Spanish). “Law firms have had to adapt their internal governance processes to the extraordinary situation caused by the pandemic.”

• The Wall Street Journal reports that SEC Rule Change Could Ease Path for Activist Investors to Gain Seats on Corporate Boards: “Activist investors competing to join a company’s board of directors could get a boost for their campaigns under a plan approved by the U.S. Securities and Exchange Commission. Revisions to corporate-ballot rules the SEC finalized on Wednesday require companies to give shareholders who are voting their proxy electronically or by mail a ‘universal ballot,’ a single ballot listing all candidates in a contested board election. The new requirements would apply to all shareholder meetings involving contested director elections held after Aug. 31, 2022.  Under outgoing rules, shareholders must attend a company’s annual meeting in person to vote for candidates on both slates. Few individual investors do so, preferring to vote electronically or via mail. Those voting remotely have received two sets of ballots, each featuring a rival slate of board candidates, and can only choose one set or the other.” See the SEC announcement here.

• PricewaterhouseCoopers has published a report entitled Board effectiveness: A survey of the C-suite: “It’s rare for corporate directors to receive candid feedback from their company’s management teams. The nature of the board of directors’ oversight role makes it an uncomfortable proposition. But the view of the boardroom from the C-suite can be illuminating – and surprising. That is why PwC and The Conference Board asked more than 550 public company C-suite executives to share their perspective on their boards’ overall effectiveness, their strengths and weaknesses, and their readiness to tackle some of the biggest challenges facing companies today. The results were clear: most executives say board performance is falling short of the mark.” See the full report here.

• Pensions & Investments reports that SEC less likely to exclude certain human capital, climate shareholder proposals: “The Securities and Exchange Commission is altering its process for reviewing whether a shareholder proposal should be excluded from a company's proxy statement.  In a legal bulletin issued Wednesday, the SEC's division of corporation finance rescinded its last three legal bulletins related to Exchange Act Rule 14a-8, which concerns shareholder proposals. Wednesday's bulletin also outlined changes in the division's views on what constitutes "ordinary business" and ‘economic relevance’ when it determines whether a shareholder proposal should be excluded. Specifically, SEC staff indicated that proposals "squarely raising human capital management issues with a broad societal impact" and proposals that request ‘companies adopt timeframes or targets to address climate change’ are no longer likely excludable.” See the SEC bulletin here.

• Edelman has published its 5th annual Trust Barometer Special Report: Institutional Investors: “Edelman’s fifth annual Trust Barometer Special Report: Institutional Investors identifies pivotal issues shaping global investment criteria and outlines the ways in which companies can build trust with the investment community.  The research reveals new investor expectations on ESG, climate change, shareholder activism, employee activism and the meme stock phenomenon. Among other insights, the findings show that investors now subject ESG to the same scrutiny as operational and financial considerations. However, investors are skeptical of ESG disclosures and commitments. Further, eighty-seven percent of respondents anticipate more litigation as a result of companies not delivering on ESG promises. Also, according to the survey, investors believe in the empowered employee, identifying employee activism as an indicator of a healthy workplace culture.”

• The South China Morning Post reports that Financial firms’ race to list first SPAC in Hong Kong heats up as HKEX decision nears: “Financial firms are busy working with wealthy clients to be among the first to list special purpose acquisitions companies (SPACs) in the city in anticipation of Hong Kong Exchanges and Clearing (HKEX) giving its approval to blank-cheque companies, according to industry players. HKEX chief executive Nicholas Aguzin on Wednesday said a decision on SPACs will be made soon after the 45-day consultation period ends on Sunday, hinting that the first listing could happen shortly.”

• The South China Morning Post reports that Hong Kong-listed firms could take 140 years to reach gender parity on boards at current rate, study finds: “It could take 140 years for Hong Kong’s top listed companies to reach gender parity as far as their boards of directors were concerned, according to a study. The study, by investor-backed corporate governance body and non-profit Asian Corporate Governance Association, found that last year women constituted only 12.7 per cent of the boards of directors of the top 100 companies by market value tracked by MSCI. Their numbers had risen from 10.3 per cent in 2012 and 5 per cent in 1999, but progress was slow.”

• The South China Morning Post reports that ESG investing is here to stay after Covid-19 but lack of robust data hinders adoption, survey shows: “Investments that take environmental, social and governance (ESG) factors into consideration are here to stay after getting a boost from Covid-19, but a lack of robust data could hinder their adoption by investors, according to a study from money manager Capital Group. Three out of four investors disagree that interest in ESG will subside when the pandemic is over, according to the Capital Group ESG Global Study 2021 released on Thursday. The study was conducted on 1,040 global investors by market research consultancy CoreData Research in June.”

• The Monetary Authority of Singapore has published a new edition of Guidelines on corporate governance for financial institutions incorporated in Singapore: “These guidelines apply to all designated financial holding companies, banks, direct insurers, reinsurers and captive insurers incorporated in Singapore (collectively, ‘financial institutions’). They provide guidance on good corporate governance practices that financial institutions should observe in relation to Board matters, remuneration matters, accountability and audit, shareholder rights and engagement, managing stakeholder relationships, and oversight of related party transactions.” The full document is available here.      

• Reuters reports that Major Toshiba shareholder objects to break-up, urges board to solicit offers: “Toshiba Corp’s second-largest shareholder on Wednesday objected to the Japanese conglomerate’s plan to split itself into three companies and called on it to instead solicit offers from potential buyers. Hedge fund 3D Investment Partners, which owns more than 7% of Toshiba, laid out its objections in a three-page letter to the company's board, becoming the first major shareholder to formally oppose the break-up plan outlined this month.”

• The ICGN has published a letter about Minority shareholder protection in Japan: “The International Corporate Governance Network (ICGN) is pleased to submit this letter to the Financial Services Agency (FSA) and the Ministry of Justice (MoJ) regarding minority shareholder protections in Japan, particularly in relation to mergers and acquisitions, corporate takeovers, and management buyouts (MBOs).”

• Reuters reports that Japan’s Shinsei Bank to withdraw poison pill defence against SBI Holdings’ bid: “Shinsei Bank said on Wednesday it will cancel plans to introduce a poison pill defence aimed at blocking SBI Holdings Inc’s $1.1 billion bid, paving the way for the online financial conglomerate to take effective control of the lender. The decision comes as sources familiar with the matter have said the government, which owns about 20% of Shinsei, looked unlikely to support the poison pill that Shinsei had planned to put to a shareholder vote on Thursday. Shinsei said it will cancel the shareholders meeting. The lack of government support would have defeated Shinsei's plan, with some hedge fund investors in favour of SBI's bid, separate sources have said.” 

• IiAS has published a Request for comment: Update to the scoring criteria of the IFC-BSE-IiAS Indian Corporate Governance Scorecard: “IiAS proposes to update the IFC-BSE-IIAS Indian Corporate Governance Scorecard in light of the changes in regulations and practices in India. These changes are based on the feedback of companies and investors, and of IiAS’ experiences of scoring listed Indian companies.” The consultation paper is available here.

• The Hindustan Times reports about 1800% rise in wealth: Gautam Adani pips Mukesh Ambani as Asia’s richest man: “Adani Group chairman, Gautam Adani, is now Asia's and India's richest man, surpassing Reliance Industries Limited chairman Mukesh Ambani. Adani's wealth swelled up recently, especially after the onset of covid-19 pandemic, with a rise of 1800%. Mukesh Ambani's net wealth has taken a slight hit after Reliance Industries Limited scrapped a deal with Saudi Aramco.”

• Asian Investor reports that Chinese banks and insurers are failing on corporate governance: “The China Banking and Insurance Regulatory Commission (CBIRC) announced on November 12 that some of the organizations involved in its annual evaluation of banks and insurance firms are failing to meet corporate governance guidelines including shareholders governance, risk control, and board governance. Fewer than 20% of firms were valued as ‘higher than passing level’ for their corporate governance. Experts believe these firms need to do more on information disclosure and improve their corporate governance structures as the government has been strengthening every single part of the financial sector: from listing enterprises to private sector under a stricter ESG engagement.”

• Fortune reports about What China’s new data privacy rules mean for foreign companies and the future of regulation: “China’s answer to the EU data privacy rules, the Personal Information Protection Law (PIPL), went into effect earlier this month after an expedited process. Proponents hailed it as a significant step towards global standardization in consumer privacy rights. Opponents viewed it as a state tool to curb data dissemination.”

• TechCrunch reports As Yahoo leaves China, an accelerating stream of exits: “As of today, TechCrunch is no longer available to readers inside China. Citing an ‘increasingly challenging business and legal environment,’ Yahoo (our parent company) became the latest global internet brand to exit the country. Microsoft recently decided to make LinkedIn unavailable there, and Epic Games decided to shut down its Fortnite servers in China last month. The move is directly related to the November 1 start date of the Personal Information Protection Law of the People’s Republic of China (PIPL).”

• The Economist reports that China attempts to clean up its sleaziest regional banks: “It’s been a bad year to be a big cheese in China. Billionaire entrepreneurs have been hounded. Over-extravagant entertainers have disappeared from the internet. Now a new type of tycoon is feeling the heat. The latest regulatory crackdown on what the government considers private-sector misbehaviour extends to businessmen with excessively cosy ties to banks. The fear is that insider dealing, preferential access to credit and lax corporate governance pose threats to stability, particularly in the regional and local underbelly of China’s financial system.”

• The Age reports that Tougher ASX climate disclosures ‘inevitable’ as RBA pledges to monitor risks: “The Reserve Bank of Australia (RBA) and the nation’s top financial regulator have publicly pledged to monitor the impact of climate change on the financial system amid fresh predictions major Australian companies will be forced to disclose in detail how they plan to decarbonise their operations.”

• The Australian Business Review reports that Whitehaven Coal cops first strike on pay: “Over 53 per cent of Whitehaven investors voted against the company’s remuneration report after several proxy advisers had raised problems on a string of issues prior to its annual general meeting.”

• The Australian highlights the Investor Group on Climate Change: Biggest carbon emitters ‘not taking climate risks seriously’: “Heavyweight investors are poised to heap further pressure on the nation's biggest carbon emitters in the wake of a damning report that slams boards of climate-exposed companies for not taking climate risks seriously.”

• The Australian Financial Review reports that $5 trillion powering the green investment market: “In Australia, these green investment products are now worth a collective $38 billion, up 11 per cent over the September quarter."

• The Sydney Morning Herald says that Going green a golden opportunity for the Aussie economy, executives declare: “Executives from some of the nation’s biggest companies and largest employers, including the Commonwealth Bank, Woolworths and Microsoft, have described investments into sustainable business practices as a golden opportunity for Australia and the most cost-effective way for the nation to revive the economy after the COVID-19 pandemic.”

• The Australian Financial Review reports that ESG is the new big risk for banks: law firm: “[B]anks will need to confront rising pressure from institutional investors and climate activists along with intense scrutiny from regulators, even as climate-related disclosures still lack standardised terms.”