Monthly Roundup – October 2022
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Georgeson publications
US: Georgeson has published its report titled “A Look Back at the 2022 Proxy Season”

In the 2022 proxy year, we observed significant and changing voting patterns, as detailed in Georgeson's 2022 proxy season review wrap up. Following our June 2022 Early Season Review, this report covers the full season through June 30, 2022 results. Topics you'll read about include:
  • 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.
Spain: Georgeson has published the Second Edition of its report on the Remuneration of Executive Directors (“La retribución de los consejeros ejecutivos”)
"For yet another year, remuneration issues have been the star topic during the 2022 Proxy Season, both in Spain and internationally.

Although they used to be among the most controversial areas in past Meeting Seasons, it is a reality that, after the global crisis caused by the pandemic, they have become even more relevant on the part of the market, presenting themselves as topics that are usually examined with a magnifying glass. by the vast majority of investors. In this 2nd edition of the Study, we have increased the focus on what we know will be one of the most scrutinized issues in the coming Meeting Seasons, the Long-Term Incentive Plan. Likewise, we have complemented our study with the vision of the presidents of some of the Remuneration Committees of the Spanish listed companies, who show us how they deal with all these issues in practice and what are the challenges they face."

The report was covered by El Economista and Expansion.
Belgium: Georgeson published its 2022 Belgium AGM Season Review

This year, Georgeson published its first Belgian AGM Season Review, a supplementary report to the European AGM Season Review. The review covers the most important takeaways and developments as well as predictions for how shareholder priorities and expectations will change in 2023. You will also read about instances where companies received higher opposition than their peers and why some investors chose not to support these resolutions.
Georgeson in the media
US: Georgeson’s Edward Greene was quoted in an Agenda Week article titled “ISS: Investors Want Auditors to Kick the Tires on Climate”

“Emissions reduction targets tied to the year 2050 tend to attract headlines, but interim climate goals are beginning to generate more focus,” wrote Edward Greene, managing director of Georgeson, in an email. “Historically, the lack of such interim goal setting has effectively pushed decarbonization expectations further into the future, providing less visibility to near-term decarbonization strategies.”
UK: The Non-Executive Director Awards, which Georgeson is a sponsor of, was reported on by the The Times in their article “NED Awards: Hunt is on for directors who can guide boards through the perils of inflation”

The Ned Awards, organised by the investment bank Peel Hunt and supported by The Sunday Times, seek to recognise the unique contributions made by non-executive directors in such testing times. Nominations are now open. Click here to learn more about the NED Awards.
US: Georgeson’s Hannah Orowitz is quoted in IR Magazine’s article titled “Quite the proxy picture”

"Another factor contributing to lower average support for environmental and social proposals is thought to be an increase in conservative proposals. Research from Georgeson finds twice as many proposal submissions that are critical of the ESG landscape: 52 in 2022 compared with 26 in 2021. Hannah Orowitz, senior managing director and US head of ESG with Georgeson, notes that some of these conservative proposals appear similar to other ESG-related proposals but that their supporting statements indicate a different perspective, although other resolutions are more clearly differentiated in their language."
Georgeson events
Germany: Georgeson’s Matthias Nau and Daniele Vitale will be presenting at Computershare’s 2022 HV Management Seminar on 17 and 18 November

At the seminar, experts will be presenting legal and technical developments around AGMs in Germany. Matthias Nau will be detailing observations made during the previous proxy season and proxy advisor Trends in the DAX, as well as pan-European developments and effects on the 2023 season. Daniele Vitale will be outlining how corporates can achieve their ESG goals through developing an ESG-strategy, what expectations investors have and what to focus on during the implementation.
US: Georgeson is hosting a webinar titled “2023 Proxy Season: Strategically Preparing for the Upcoming Season” on 3 November

The fall is a critical period for US public companies, and their management and directors, to learn about the upcoming proxy season and prepare accordingly. Latham & Watkins and Georgeson join together to provide recommendations on the proactive steps companies may wish to consider taking during this period in order to prepare for the 2023 proxy season.

The first 60-minute program of the three-part proxy season webcast series will cover the following topics:

  • 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
Italy: Georgeson’s Alberto D’Aroma and Francesco Surace spoke at a roundtable titled “Should your board consider a say-on-climate vote at the next AGM?” at the CGI Global Summit 2022: Ambition to Action

This session is helpful for board members who want to understand better the implications and relevance of an open vote on climate strategy at the Annual General Meeting.

Investors are looking for more engagement on climate strategies and are becoming more active in analysing the transition to net zero. In parallel, an increasing number of companies in Europe have submitted their climate strategy to the vote of the 2022 AGM.

We will review the key dynamics around say-on-climate vote in Europe based on research by Georgeson, including results, proxy advisors’ policies and positions, emerging trends. We will then discuss with board members, investors and corporations their perspectives, motivations and lessons learned.

Among the questions that we will address are:

  • 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?

Italy: Georgeson is hosting a webinar titled “Georgeson Remuneration Study 2022” on 18 November

Georgeson will present its first study on remuneration in the Italian market. Namely, the paper will include an analysis on the trend of remuneration resolutions in 2022, the main critical issues identified by investors and proxy advisors, the change in trends compared to 2021 and finally a focus on the use of ESG metrics in management incentive plans. The speakers include UBS’s Matteo Passero, Mercer’s Sara Bottaro, Frontis Governance’s Sergio Carbonara, as well as Georgeson’s Alberto D’Aroma, Francesco Surance, and Lorenzo Casale.
Italy: Georgeson’s Francesco Surace and Francesco Cremato presented at a seminar hosted by Paradigma titled “Sustainable Corporate Governance: ESG factors and corporate governance” (“Sustainable Corporate Governance: fattori ESG e governo societario”) on 6 October

Francesco Surace and Francesco Cremato hosted the panel “Sustainability in institutional investors’ engagement policies and subsequent initiatives” (“La sostenibilità nelle politiche di impegno degli investitori istituzionali e le iniziative conseguenti”), speaking about the ESG context (ratings and investors’ initiatives) and governance (organisation, presence of a Committee, directors’ skills), market expectations on ESG metrics in management incentive plans, business-oriented assessments on environmental and social themes, Say on Climate and ESG activism, engagement and dialogue with the market (fee-paying cycle of lectures, no recording available).
Shareholder Activism
Environmental & Social
European developments

  • 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.”
North America
United States
  • 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.”
Hong Kong
  • 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.”
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