• 941 shareholder proposal submissions, which significantly surpassed what was a record-breaking number in 2021. 562 proposals were voted this year.
• 86 ESG proposals passed.
• Several types of shareholder proposals attracted majority support for the first-time, including racial equity and civil rights audits, sexual harassment concerns and gender pay equity.
• Average support for director elections appears to be trending downwards.

• SEC updates
• Compensation clawback rules
• Pay versus performance disclosure rules
• Preview of 2023 executive compensation matters
• ESG disclosure and engagement developments
• Universal proxy rules and preparation for 2023 proxy season
• Shareholder proposals and voting trends

• What are the reasons for submitting say on climate resolutions or for not submitting?
• What to be cautious about? What key questions to address?
• What process the board followed before taking the decision?
• How is climate strategy embedded in industrial plan?
• What benefits / implications after approval?

• The Wall Street Journal reports that Activist Investor Calls for Overhaul of Korean Tobacco Giant KT&G: “Investment firm started by ex-Carlyle executive Sanghyun Lee has bought a roughly 1% stake, presses for emphasis on alternative tobacco product”.
• Reuters reports that P&G faces challenge to CEO Moeller as chairman from environmentalists, investors: “Tide detergent maker Procter & Gamble Co (PG.N) faces a challenge to its Chief Executive Jon Moeller as its chairman of the board from environmental groups at its annual shareholder meeting on Tuesday, with some investors planning to vote against him in that role.”
• The Wall Street Journal reports that Meta Investor Urges CEO Mark Zuckerberg to Slash Staff and Cut Costs: “Altimeter Capital says drastic action is needed for the social-media company to ‘get its mojo back’”.
• The New York Times reports that Activist Investors See Opportunity in Rocky Markets: “Market turbulence isn’t deterring activists in the way that it once did.”
• The Wall Street Journal reports that Activist Investor Urges Kohl’s to Replace Board Members: “Hedge fund Macellum targets chairman, other long-serving directors at department-store chain”.
• The New York Times reports that As Fox and News Corp Weigh Merger, an Activist Has Its Own Vision: “Irenic Capital Management, which has a $150 million stake in News Corp, wants the company to split up its media and real estate listings businesses.”
• Lazard published its Quarterly Review of Shareholder Activism for Q3 2022: “Lazard’s Q3 2022 review of shareholder activism highlights key trends and data in shareholder activism activity in Q3 and 2022 YTD. Q3 represented the third consecutive quarter of year-over-year elevated activity and contributed to 2022 YTD activity levels already approaching full year 2021 levels.”
• Fortune reports on How to handle activist investors: “For boards, the question is how to engage constructively with an activist investor—and to be proactive about preparing for their attentions.”
• The Australian Financial Review reports that Optus attack a wake-up call for boards: “This is clearly one of the great corporate debacles in terms of brand damage. Deputy Prime Minister Richard Marles calls it a ‘wake-up call for corporate Australia’”.
• The Australian Financial Review says: AGL bows to shareholders and hastens coal exit: “AGL Energy has bowed to pressure from billionaire Mike Cannon-Brookes and will close Australia’s biggest-emitting power plant a decade earlier than planned, but its strategy to develop $20 billion worth of zero emission generation threatens to diminish the returns for other investors over time.”
• FN London reports that Short-seller Carson Block joins ESG sceptics by calling green firms ‘hardcore grifters’: “The short-seller and fraud hunter discusses ESG ‘grifters’, the meme-stock craze and why China is such a ‘tough place to be short’”. 

• The Wall Street Journal reports Fund Managers, Regulators Wrestle Over Plans to Tighten ESG Rules: “ESG funds have boomed in recent years, exceeding $350 billion in net assets in 2021 in the U.S., as investors look to fund companies that are addressing climate change and other issues. But murky disclosures and lax standards are driving regulators to tighten the rules.”
• CNBC reports There’s an ESG backlash inside the executive ranks at top corporations: “Top corporations have embraced ESG publicly as core to their shareholder and stakeholder policies, but behind the scenes, executives exhibit less support for the rising influence of the investing philosophy.”
• The Telegraph reports that Chief executives shelve ethical and green targets as recession fears mount: “Eight out of 10 CEOs expect a recession within a year, survey finds”.
• Professor Hans Taparia argues in the New York Times that One of the Hottest Trends in the World of Investing Is a Sham: “On the face of it, E.S.G. investing could be transformative, which is why it’s one of the hottest trends in the world of investing. After all, allocating more capital to companies that do good helps them grow faster and lower their cost of capital, creating an incentive for all companies to be more socially and environmentally conscious. But the reality is less inspiring. Wall Street’s current system for E.S.G. investing is designed almost entirely to maximize shareholder returns, falsely leading many investors to believe their portfolios are doing good for the world.”
• The Wall Street Journal reports that Big Banks and U.N. Green Finance Group Clash in Alliance: “Miscommunication, infighting hamper coalition meant to direct trillions of dollars into energy transition”.
• The Financial Times reports that Investors support escalating climate pressure on board members: “For oil and gas companies and other big carbon-emitting businesses, board directors could find themselves increasingly unliked among shareholders in the months ahead.”
• The Wall Street Journal reports that BlackRock Walks a Political Tightrope on Climate Issues: “Under fire on both sides of the ESG debate, the asset manager is defending its climate bona fides while highlighting energy investments”.
• The Financial Times reports on Vivek Ramaswamy: the self-styled scourge of ‘woke’ boardrooms: “Fund manager with history of bold claims says energy stocks could triple if ESG aims scrapped”.
• Bloomberg reports how Baby Formula Disaster Failed to Dent Abbott Labs’ ESG Score: “In fact, MSCI raised the health care company’s rating, citing better corporate governance”
• IPE reports that ISSB to require businesses to report Scope 3 greenhouse gas emissions: “The International Sustainability Standards Board (ISSB) has tentatively voted during its 20 October meeting to require businesses applying its future climate change standard to include so-called Scope 3 greenhouse gas (GHG) emissions in their disclosures.” Read about the IFRS’s announcement here.
• The Financial Times reports that Auditors fall down on climate risk as corporate polluters fail basic tests, study shows: “None of the 134 companies responsible for 80 per cent of corporate industrial emissions gave adequate disclosures”.
• The Financial Times reports that ‘Green hushing’ on the rise as companies keep climate plans from scrutiny: “A quarter of 1,200 companies surveyed say they would not publicise their science-based net zero emissions targets”.

• The BPP independent Oversight Committee launches its 2022 Annual Report: “Once, investor decision-making on what is now known as stewardship focused largely on a handful of governance topics and involved satisfying compliance requirements. Today, however, investors must address in their stewardship programs a wide spectrum of environmental, social, governance (ESG) and other matters.” BPP’s stakeholder forum can be watched here.
• The Financial Times argues that Asset managers may regret becoming the new banks: “Alphabet soup of LDI and ESG puts BlackRock and others in the financial hot seat”.
• Fortune reports The best boards go deep on 2 topics at every meeting, says former Vanguard chair: talent and strategy: “The future of the American board is already here, as the truism goes. But not every board has caught up to it.”
• Investment News reports Schwab responds to investor activism by giving fund shareholders more say in proxy voting: “Pilot program marks the first time mutual fund and ETF investors have been asked their opinions on proxy matters.”
• The Financial Times reports that Deloitte China allowed clients to do own audit work, finds SEC: “Regulator charges Big Four firm affiliate $20mn for falling ‘woefully short’ of standards”.

• The European Commission has published draft Guidelines on the standardised presentation of a remuneration report under Directive EU 2017/828 (the revised European Shareholder Rights directive): “The aim of these non-binding guidelines is to help companies disclose clear, understandable,  comprehensive, consistent and comparable information on individual directors’ remuneration. This is required by the  directive, in order to increase corporate transparency and the accountability of directors, and to allow shareholders, potential investors and stakeholders to assess directors’ remuneration, the extent to which their remuneration is linked to the performance of the company, and how the company implements its remuneration policy in practice.” See the full document here.
• Reuters reports that Austria seeks allies for legal challenge to EU green investment rules: “Austria said on Monday it was seeking to enlist other European Union countries to support its legal action against Brussels for labelling investment in gas and nuclear power as ‘green’.”

• The Financial Times reports that Greenwashing faces fresh curbs in UK regulator’s crackdown: “FCA rules will govern terms such as ESG in fund marketing and will affix consumer labels to sustainable investments”. Read about the FCA’s proposals here.
• The Financial Times reports that BlackRock and Vanguard tell UK inquiry they will not quit fossil fuel investments: “Leading asset managers under increased political pressure over climate change policies”.
• The FRC released a report and finds challenges remain but cause for optimism for greater diversity on boards: “The aim of this research is to provide evidence on the challenges and opportunities that Black and minority ethnic individuals may experience in progressing to the boards of FTSE 100 and FTSE 250 companies, executive committee roles (the pipeline to board positions), and the direct reports of members of the executive committee (also part of the pipeline). A second overarching aim is to identify good practice and assess its effectiveness in increasing the ethnic diversity of FTSE boards and ensuring a sustainable pipeline of talent from a range of ethnic backgrounds.”
• The Guardian reported that there would be No U-turn from Jeremy Hunt on scrapping bankers’ bonus cap: “New chancellor made no mention of policy in economic update but Treasury sources confirm he will go ahead with controversial move”.

• Les Echos reports on Say On Climate: the Paris marketplace in search of a compromise (“Say On Climate : la place de Paris à la recherche d'un compromis”): “The report of the Paris High Legal Committee on climate resolutions is eagerly awaited. In 2022, ten companies, including TotalEnergies, EDF, Engie, Amundi and Carrefour, had their energy transition plans voted on, compared to three in 2021. Investors are calling for a legislative framework on this practice.”
• L’Agefi reports that The NGO ‘Follow This’ calls for an annual vote on a climate plan aligned with the Paris agreements (“L’ONG Follow This demande un vote annuel sur un plan climat aligné sur les accords de Paris”): “On the occasion of the Agefi Governance Forum, Tarek Bouhouch, representative for France of the NGO Follow This, returned to the annual vote on the climate plan at the general assembly.”
• The Wall Street Journal reports that French Cement Firm Lafarge Pleads Guilty to Conspiring to Support Islamic State: “Lafarge to pay $778 million in a case the Justice Department says marks the first time it has charged a company with supporting a terrorist organization”.

• The Financial Times reports that Dax set to lose most valuable company as Linde plans Frankfurt delisting: “World’s largest Industrial gas group says investors have been ‘negatively impacted’ by dual listing in Germany and US”.
• Handelsblatt reports that These are the top earners among the Dax bosses (“Das sind die Top-Verdiener unter den Dax-Chefs”): “Manager salaries have risen sharply in 2021. The reason is the strong increase in profits of the Dax companies - shareholder protectors warn of social explosiveness.”
• The Financial Times asks: Is the VW structure too complex for the good of Germany?: “Porsche IPO adds to corporate governance concerns over differing share classes and overlapping shareholdings”.
• The Financial Times reports that Men named Christian outnumber women among CEOs of big German listed companies: “Only three of the 160 companies listed on the Frankfurt Stock Exchange’s Dax, Mdax and Sdax — automotive parts manufacturer Continental and healthcare companies Fresenius Medical Care and Siemens Healthineers — had an equal number of men and women on their boards last month, the research shows.”
• The Financial Times reports that VW faces legal action over climate change lobbying activities: “Pension funds accuse German carmaker of failing to disclose details of lobbying via trade associations”.

• Milano Finanza reports on Atlantia, takeover bid launched by Edizione-Blackstone. Analysts recommend to tender (“Atlantia, parte l’opa di Edizione-Blackstone. Gli analisti consigliano di aderire”): “The takeover bid will last until 11 November. Target: delisting the company, valued €19 billion. The nomination of the new CEO that will succeed Carlo Bertazzo should happen before the end of the takeover bid.”
• Assogestioni reports that Corporate Governance, boards-investors dialogue increasingly in the wake of sustainability (“Corporate Governance, dialogo board-investitori sempre di più nel solco della sostenibilità”): “More than 350 guests and 1500 streamings on FR|Vision, of which over 800 only in the single day of Wednesday 12 October. These are the numbers of Assogestioni Corporate Governance Conference in Rome, ended in the wake of the dialogue between shareholders and companies.”
• Focus Risparmio reports on Italy, the stage for global corporate governance (“Italia palcoscenico della corporate governance mondiale”): “Proxy advisors, institutional investors, practitioners and institutions met in Rome for the first time in the presence of the Independent Oversight Committee Annual Forum.”
• ESG News reports on Assogestioni: Rome at the heart of Corporate Governance for three days (“Assogestioni: Roma al centro della Corporate Governance per tre giorni”) (Italian only) Italy becomes the stage of global corporate governance thanks to the first time in presence of the Independent Oversight Committee Annual Forum, bringing together many of the global leading experts and practitioners at the Ara Pacis in Rome for a day of confrontation hosted by Assogestioni.

• El Economista reports that Indra's chairman will ask for the dismissal of its CEO after the shareholders' meeting (“El presidente de Indra pedirá el cese de su CEO después de la junta de accionistas”): “Marc Murtra, Indra's non-executive chairman, is planning to dismiss the company's CEO, Ignacio Mataix, given the deep disagreements between the two. As elEconomista.es has learned from sources familiar with the matter, tension has increased on the eve of the extraordinary meeting, scheduled for Friday 28 October. However, everything suggests that any abrupt decision on the governance of the company will be postponed until after the meeting with shareholders.”
• El Economista reports that Cellnex ranks best in its sector in ESG, according to Gresb index  (“Cellnex se sitúa como la mejor de su sector en ESG, según el índice de Gresb”): “Cellnex has been ranked, for the second consecutive year, as the highest rated company in the telecommunications infrastructure sector in the Gresb Infrastucture Public Disclosure 2022. Gresb is a sustainability data provider specialising in real assets.”
• El Economista reports that G for ESG is less present than E and S in sustainable investment portfolios (“La G de ESG está menos presente que la E y la S en las carteras de inversión sostenible”): “Despite its growing relevance, the G from ESG is the least present pillar in sustainable investment portfolios. This is revealed in the study Governance in sustainable finance, published this week by Spainsif, a non-profit association that promotes responsible investment in Spain.”
• El Economista reports that 90% of the Ibex 35 now link variable remuneration to ESG targets (“El 90% del Ibex 35 ya liga la retribución variable a objetivos ESG”): “One of the demands that investors have been making in recent years is that there should be a link between remuneration and the achievement of certain environmental, social and corporate governance (ESG) objectives. And, according to data from Georgeson's report The Remuneration of Executive Directors, 90% of Ibex companies already include ESG metrics in their annual variable remuneration. A lower percentage, 63%, incorporate them into their long-term incentive plans.”
• CNMV reports that Retail investors stock market participation declined in 2021 but remains above pre-Covid-19 levels (“La participación de los inversores minoristas en bolsa se redujo en 2021 pero sigue por encima de los niveles previos a la pandemia del Covid-19”): “The CNMV has updated its interactive dashboard on retail investor behaviour with the publication of information for 2021. The share of retail investors in the stock market as a percentage of total trading stood at 6.4% in 2021, lower than in 2020, when it exceeded 7%, but nearly two points higher than in the previous year (4.4%).”
• Expansion publishes ‘When a CEO is a CEO... for real’ (“Cuándo un CEO es CEO... de verdad”): “Expansion explains the impact of separating the positions of CEO and Chairman, giving examples of different Ibex-35 companies. Indicating that giving an executive the title of chief executive officer (CEO), as Iberdrola has just done, is not always enough to win the support of institutional investors and proxy advisors, who are calling for a broad distribution of powers on the boards of listed companies.”

• Dutch corporate governance and sustainability platform for institutional investors Eumedion has published its annual focus letter 2023: “The topics raised in this letter tend to be discussed in the dialogues Eumedion facilitates between Dutch listed companies and Eumedion participants in the run-up to the 2023 general meetings, and occasionally also at the general meeting itself.”

• The Financial Times report that Norway oil fund warns of ‘danger’ that environment falls down agenda: “Nicolai Tangen calls on investors to stay focused on issue despite slowdown and Republican hostility”.

• The Wall Street Journal reports that Accounting Errors to Cost Executives Their Bonuses Under SEC Rule: “Commissioners voted to approve requirements that companies claw back incentive pay”.
• Bloomberg Law reports SEC Struggles to Stem Staff Losses as Disclosure Workload Grows: “The SEC is down dozens of officials to scrutinize and regulate companies’ climate disclosures and other corporate reporting, as they grapple with a years-old staff shortage and more work under Chair Gary Gensler.”
• Corporate Secretary reports Shareholder Rights Group responds to critics of proposed 14a-8 changes: The Shareholder Rights Group has responded to critics of SEC plans to update the grounds on which companies may be allowed to exclude shareholder proposals.
• The Financial Times reports that Berkshire and Tesla resist making political spending disclosures: “CME Group also an outlier as growing number of S&P 500 companies publish more information”.
• The Financial Times reports that US companies rework bonus plans to protect executive pay: “Boards cushion stock falls by removing performance goals and replacing options with shares”.
• The Wall Street Journal reports that Tyson’s Choice of CFO Raises Concerns About Potential Conflicts of Interest: “The meat producer named the 32-year-old son of its chairman to the finance chief role. The Tyson family controls a large chunk of voting rights at the company”.
• The Financial Times reports that Deceptive fund name crackdown puts investment managers on edge. “SEC proposal criticised as ‘unhelpfully blunt’ measure that could discourage stockpicking”.
• Reuters reports that U.S. says seven board directors resigned under antitrust pressure. “Seven directors on the boards of five companies have resigned because of the U.S. Justice Department's concerns over the directors holding similar board positions at rival companies, the department said on Wednesday.”
• Reuters reports Showdown over Nasdaq board diversity rule heads to 5th Circuit: “two conservative groups seeking to invalidate Nasdaq's board diversity rule will argue their case in the 5th U.S. Circuit Court of Appeals on Monday. The hearing comes about a year after the U.S. Securities and Exchange Commission approved the proposal and after many companies have already started disclosing diversity on their boards.”

• The Financial Times reports that Olympus names first foreign chief since 2011 ousting of Michael Woodford: “Japanese group promotes German executive Stefan Kaufmann to top job”.

• Thomson Reuters reports that China moves to standardize fragmented ESG reporting landscape: “China’s recently implemented guidance for enterprise disclosure standards on environmental, social, and governance (ESG) initiatives aims to establish a framework that officials say is more conducive to assessing risk and performance indicators for investors steeped in the domestic market. The guidance draws on international developments in ESG priorities, but leans heavily towards priorities established by the Chinese government, such as the drive for common prosperity and social stability. While a growing body of regulatory guidance for ESG reporting has been emerging in China, developments have been fragmented and some of the guidelines remain voluntary, leading to skepticism over uniform adoption. At the same time, ESG-related enforcement remains a priority for regulators.”
• UNPRI reports that China raises the bar on investor regulations to promote green finance: ”China’s banking and insurance regulator has sent its strongest signal yet that banks and insurers will have to support the green economy. With a focus on real world outcomes and a strong emphasis on stewardship, it establishes a new level of commitment for Chinese financial institutions, strengthening their role and responsibility in transitioning the economy towards carbon neutrality. The China Banking and Insurance Regulatory Commission (CBIRC) has introduced a set of new guidelines which require banking and insurance entities to establish strategies, processes and capacity to support the transition to a sustainable future. Among other things, this includes explicit requirements that these entities need to “reduce the carbon intensity of their asset portfolios in a gradual and orderly manner, and eventually achieve carbon neutrality of asset portfolios”. Under these guidelines, for the first time, China’s financial regulator is specifying green finance and ESG related requirements for banks, (re)insurance companies and insurance asset management companies. Prior to its issuance, green finance has generally been encouraged rather than required. Importantly, the new rules also establish robust implementation and assessment to ensure compliance. Although there is no direct legal enforcement, the guidelines are regarded as binding. The results of the implementation will feed into CBIRC’s rating of financial institutions, decisions on granting market access, and performance reviews of senior managers.”

• SCMP reports that Climate and sustainability: Hong Kong bourse says one-size-fits-all approach not desirable when it comes to disclosure standards: “HKEX canvassed more than 50 large and small listed companies on what they needed in terms of capacity building to meet the proposed ISSB requirements, before reaching its conclusions. HKEX canvassed more than 50 large and small listed companies on what they needed in terms of capacity building to meet the proposed ISSB requirements, before reaching its conclusions. Hong Kong’s bourse will take into account smaller firms’ capacities when deciding on how it will require listed companies to meet more onerous international disclosure requirements, an exchange official said at the ReThink HK conference on Thursday. The International Sustainability Standards Board (ISSB), created last November during the global climate talks in Glasgow, published a set of proposed global baseline standards for the disclosure of climate-related risks and opportunities, and another set for other sustainability issues. It aims to consolidate various standards launched by different organisations over the years, to enhance comparability of corporate performance and to give businesses a more effective push to meet global climate and sustainability goals.”

• The Australian reports that Super giant adds pressure on climate targets: “HESTA wants to see Australian companies deliver a climate strategy, with targets ‘aligned to a 1.5C transition pathway’”.
• FS Sustainability reports that Investors call for 75% emissions reduction by 2035: “The Investor Group on Climate Change (IGCC) has called on the federal government to implement policies over the next three years that will support investment in the transition to net zero, including aligning national emissions targets to 1.5°C, ‘which implies a 2035 target of approximately 75% reduction.’”
• The Australian Financial Review reports that Consumer groups slam calls to share data beyond Privacy Act: “Consumer groups have slammed the findings of Treasury’s latest review of the consumer data right after the Optus breach, saying the report prioritises building a market where fintechs can profit from people’s data over protecting their information security.”
• The West Australian reports on BHP advertising for female-only maintenance roles in a bid to reach workforce gender parity in mining: “Resources giant BHP is advertising for female-only maintenance roles as it attempts to reach workforce gender parity by 2025 — with the unusual call-out already attracting more than 600 women to apply”.
• The Australian reports that ESG ratings agencies under fire over ‘flawed’ scores: “Firetrail Investments has launched a new fund but says it won’t be relying on ‘flawed’ ESG scores by external ratings agencies when picking stocks.”
• The Australian reports on ‘Failures’: ASIC secures $230m in penalties against big banks, mining giants: “Australia’s corporate regulator secured almost $230m in civil penalties in the last financial year, including against giants Westpac, NAB and Rio Tinto.”
• The Australian Financial Review argues that ESG reporting standards and rules need to speed up: “The Australian Competition & Consumer Commission has put all companies operating in Australia on notice: be prepared to back up your sustainability claims.”
• The Australian reports on Tabcorp, Argo in shareholders’ sights: “The Australian Shareholders Association has declared it will vote against the remuneration reports of wagering giant Tabcorp and listed investment company Argo.”
• The Herald Sun reports on ‘Huge opportunity’: NAB warns against climate inaction: “Ross McEwan has declared the climate transition the single biggest economic opportunity for Australia and New Zealand and says doing nothing will be too costly.”
• The Australian reports that ESG investing is still very much in play…and booming - say two global experts: “A recent survey by PwC revealed that ESG was poised to become a key market driver as economic headwinds threatened traditional growth engines of investing, while a separate KPMG survey of global CEOs also predicted high expectations for ESG, with global CEOs seeing the importance of ESG initiatives across every aspect of their business.”
• The Australian reports that: Rio thinks small in haul truck revolution: “The giant trucks that haul Pilbara iron ore have become an iconic symbol of Australia’s mining sector. But Rio Tinto is plotting a quiet revolution that may change their role in mining.”
• From The Australian: ASIC probes the ethics of super funds' green claims: “The Australian Securities and Investments Commission says various funds and some listed companies are under active review.”