• The Wall Street Journal reports Land & Buildings Seeks Board Changes at Ventas—Again: “Activist sets up what could be its second campaign at the big healthcare REIT”.
• The Financial Times reports Chair of Wagamama owner to step down as activist pressure continues: “The Restaurant Group says Ken Hanna’s decision to leave was due to ‘personal reasons’”.
• The Financial Times reports Activist investors propose candidate to become GAM chief: “Asset management veteran Randel Freeman lined up to helm Swiss group”.
• Reuters reports Pet-food maker Freshpet appoints activist investor's director nominee to board: “Pet food company Freshpet Inc (FRPT.O) said on Monday it has reached an agreement with Jana Partners and appointed Timothy McLevish, one of the activist investor's director nominees, to its board. The agreement draws to a close a proxy fight with Jana Partners after it disclosed a nearly 10% stake in Freshpet in September and urged the company to consider selling itself.”
• The Wall Street Journal reports BlackRock Clashes With Hedge-Fund Giant Over Control of Funds: “Boaz Weinstein’s Saba Capital has been buying up shares in three closed-end funds”.
• The Times reports Shareholders reject campaign to unseat board at Nanoco: “Rebel shareholders in Nanoco have failed in an attempt to remove the board of the technology group.”

• The Wall Street Journal reports Exxon Predicts World Will Miss Climate-Change Targets: “Oil giant expects global emissions to fall 26% by 2050, short of U.N. goal”.
• The Financial Times reports BlackRock hit by backlash after fall in environmental and social votes: “New York City comptroller accuses $9.4tn asset management group of giving in to ‘war against ESG’”.
• The Financial Times reports Vanguard’s backing for green and social proposals falls to 2%: “Asset manager joins BlackRock in cutting support for investor resolutions it considers ‘overly prescriptive’”.
• Reuters reports Investors call on ISS to overhaul its net-zero proxy advice: “In the letter seen by Reuters, the group of mostly European asset managers said they wanted a "specialty net-zero policy" for the 2024 proxy season that fully integrates net-zero benchmarks into the policy and voting recommendations. They also want more robust climate proxy voting recommendations in ISS' core and widely used 'Benchmark Policy', which the group said acts as a baseline for many investors.” Read the full letter.
• The Wall Street Journal reports Companies Stall Climate Action Despite Earlier Promises: “One big factor is a lack of trust in voluntary carbon markets. Many companies had intended to use carbon credits to offset emissions that are hard to reduce, such as the burning of jet fuel by airlines. Those credits were supposed to cover short-term commitments. Companies are now backing off of these goals while maintaining they are committed to long-term targets.”
• Reuters reports S&P Global drops ESG alphanumeric scale: “S&P Global has dropped an alphanumeric scale it launched in 2021 to score publicly rated entities in some sectors and asset classes on environmental, social and governance (ESG) factors when assessing their credit quality.”
• Norton Rose Fulbright wrote about the Final recommendations from the Taskforce on Nature-related Financial Disclosures Released: “Following two years of design, development and consultation through an open innovation process, the Taskforce on Nature-related Financial Disclosures unveiled its final recommendations (TNFD Recommendations) at the New York Climate Week.” 

• Board Agenda reports G20 backs OECD corporate governance principles: “The world’s leaders get behind the OECD’s revised guidance, which includes sustainability disclosure responsibilities.” Read the OECD’s principles.
• Institutional Investor reports Proxymity, a Startup Solving Proxy Voting Headaches, Launches in the U.S.: “Proxymity is now serving more than 25 markets world-wide. Before the North American launch, it covered more than 3,150 board of directors meetings annually.”
• The Fintech Times reports Legal & General Investment Management Embraces Tumelo Pass-Through Voting Solution: “Shareholder voting fintech Tumelo is enabling a new pass-through voting solution being offered by Legal & General Investment Management (LGIM). This makes it the first UK asset manager to embrace this level of client empowerment.
• The Financial Times reports Corporate governance: shareholder votes stop directors from going over-board: “Pinterest and Nextdoor are not evenly matched competitors. One is a $18bn virtual pinboard, the other a $807mn app for chatting with neighbours. But both are digital advertising-driven social media companies. To the US Department of Justice that is reason to prevent board members from doubling up.”
• The Wall Street Journal reports Cybersecurity Enters Conversation About Executive Pay: “Some executives have seen bonuses reduced after damaging hacks”.
• The Financial Times reports How the next generation is breaking into company boardrooms: “More businesses are offering apprenticeships to diversify the pool of future directors.”
• ESG Investor reports Corporates with Dual Share Structures Fail to Deliver Returns: “New research published by the CII Research and Education Fund (CII-REF) has indicated that these assessed companies had an average annualised return of 3.7%, which is lower than the total return of US SMEs (5.53%) and the US total market (10.85%) for the same time period.”

• The Times reports Are companies being ripped off by big banks over share buybacks?: “They are controversial, though. Some sceptics say they’re abused by executives seeking to game bonus targets by boosting short-term EPS. The bigger criticism is that they represent an unimaginative (and relatively unproductive) use of capital by boards that have run out of ideas on product innovation or mergers and acquisitions. […] To the list of potential negatives can be added Seigne’s startling claim: in at least 20 per cent of cases, companies doing buybacks are being totally ripped off by the investment banks that execute them.”
• The Guardian reports FTSE 100 bosses ‘given average pay rise of £500,000 in 2022’: “CEOs received average increase of 16% while pay of many working for them failed to keep up with inflation.”
• The Financial Times reports UK investment trusts urged to improve diversity and governance: “Survey by asset manager Quilter Cheviot describes sector as ‘too cosy and clublike’”.
• Board Agenda reports on Further delay for audit reform: “Long-awaited legislation to create a new audit and governance watchdog may not see light until after the election, says news report.”
• The Financial Times reports Wizz Air faces pushback on plan to give chief extra time to hit £100mn bonus: “Proxy advisers ISS and Pirc oppose AGM resolution to grant József Váradi two more years to win one-off award.”
• Martin Coulthard writes about The Ethnic Diversity Challenge for FTSE Boards: “The target of having at least one ethnic minority board director, and to report on this, is a significant challenge for FTSE companies - especially those with smaller boards in the FTSE 250 and SmallCap Indexes. 144 FTSE All-Share companies have disclosed, in their Annual Reports, that they did not meet this target. Another 116 companies are yet to report on it, and many of those will also have missed the target.”
• The Financial Times reports Lawyers concerned about ‘extraordinary’ FRC code omission: “Response to proposed update of UK corporate governance code criticises failure to formalise role of general counsel.”
• Bloomberg reports Anti-ESG Movement in UK Gets Boost From NatWest: “British bank is seen as being more progressive than its rivals; ESG backlash shows signs of beginning to emerge in UK politics.”
• The Times reports Pearson chief heads for exit after completing a textbook turnaround at publisher: “Under Bird’s watch, the stock, which had been in almost perpetual decline before his arrival, rose by close to 60 per cent. The improvement has meant a company that had been flirting with relegation from the FTSE 100 is now a mainstay of London’s top index, boasting a market value in excess of £6 billion. On top of that, Pearson’s profits have risen 46 per cent since 2020, and once the latest share buyback is completed, the best part of £1 billion will have been returned to shareholders. [...] It has been a lucrative period for Bird, who had thought his prime earning days were behind him after his retirement. For the three years, including pay of up to $11.7 million for 2023, he will have received almost $30 million from Pearson.”

• L’Agefi reports Ubisoft's governance is in the sights of minority shareholders (“La gouvernance d’Ubisoft est dans le viseur d’actionnaires minoritaires”): “The video game designer's general meeting is held on Wednesday September 27. Colette Neuville, the president of Adam, questions the board of directors about its operation and the regulated agreement with Tencent.”
• The AMF published its commitment to Promoting more sustainable finance: “Climate urgency is an absolute priority, confirming the relevance of the AMF's pioneering position with respect to sustainable finance. Finance must contribute to the transition to a more sustainable economy. Sustainable finance is an integral part of all the AMF’s missions and activities.”
• Cliff, the French association of financial communication professionals, published its 2023 issue of the Guide “Financial Communication: Framework and Practices”: “Cliff contributes to the production of a reference book relating to financial communications and charters laying out principles of good conduct for participants in the world of financial communications.”

• The Financial Times reports Germany pushes to exempt SMEs from green reporting rules: “Berlin seeks to shield some of its smaller companies from EU sustainability obligations”.
• Dentons reports German government requires enhanced ESG responsibility: “On 1 January 2023, the highly anticipated Act on Corporate Due Diligence to Prevent Human Rights Violations in Supply Chains (the “Act”) became effective in Germany, and immediately placed novel and enhanced compliance obligations on companies registered and domiciled in Germany. The purpose of the Act is to regulate the conduct of German companies with respect to human rights in a global supply chain.”

• Milano Finanza reports on the “Capitali” draft law: debate around Board of Directors slates resumed (“Ddl Capitali, riprende il dibattito sulla lista del cda”): “The discussion restarts today and the next days will be decisive for the setup of the final structure of the ‘capitali’ draft law which, inter alia, is intended to rule the thorny issue of Board slates for the renewal of the governance of Italian companies.”
• La Repubblica reports Size and ownership are the most important factors (“Ma dimensioni e proprietà sono i fattori più important”): “Predicting how to react even to the unexpected, the premature end of a top executive’s tenure, or simply preparing a smooth passing of the baton, at the expiry of the term of office. This is what succession plans defined by companies for C-suite executives, especially for CEOs and Chairpersons, are intended for.”
• Milano Finanza reports on Piazza Affari: the longest-running captains of industry who enriched shareholders (“Piazza Affari, i capitani d’azienda più longevi che hanno arricchito gli azionisti”): “From 1977 to 2014 he led the Buzzi Group, which under his leadership has transformed from large family business to multinational company. He was 90.”
• Il Sole24Ore reports Investors to be consolidated as the link between companies and savings (“Investitori di raccordo tra imprese e risparmio da consolidare”): “The debate around the urgency of adopting Dutch-style multiple voting in the national law, allowing additional votes up to double digits multiples, is intensifying.”
• Milano Finanza reports on Banca Mediolanum: positive outlook by Standard Ethics (“Banca Mediolanum: outlook positivo da Standard Ethics”): “Current Corporate Standard Ethics Rating (SER) ‘EE-‘ also confirmed.”
• La Repubblica reports Terna awarded as one of the best companies globally for best practices (“Terna premiata è tra le migliori aziende al mondo per best practice”): “Terna, the group, led by Giuseppina Di Foggia, managing the national transmission grid, confirms its global leadership in sustainability.”
• Milano Finanza reports on Unicredit: the rush for the new Board starts, the CEO Andrea Orcel and the unknown Chair (“Unicredit, si apre la corsa al nuovo cda. La posizione del ceo Andrea Orcel e l’incognita presidente: tutte le novità”): “The board will start the renewal process in October. Foundations, Allianz and the major funds supportive of a new term for the CEO following the results delivered. Possible step back by Pier Carlo Padoan. Rumours around Massimo Tononi’s e Daniele Franco’s names.”
• Il Foglio reports John Elkann leaves a chairmanship but finds himself full of cousins (“John Elkann lascia una presidenza ma si ritrova pieno di cugini”): “Reshuffle at the top of the Agnelli house. The lawyer's heir leaves Giovanni Agnelli Bv., the Dutch company that is (almost) at the top of the empire's chain of command. Lot of coats of arms.”
• The Financial Times reports Italy’s push to reform its capital markets hits a hitch: “Convoluted amendments threaten to reduce the appeal of a package of measures”.

• The Financial Times reports Spain to defend ‘strategic interests’ after Saudi telecoms group buys Telefónica stake: “STC’s move on Spanish company marks latest foray by state-owned Gulf groups into Europe”.
• The CNMV published its report on Corporate Governance and Remuneration of directors of listed companies corresponding to 2022 (“La CNMV publica el informe sobre gobierno corporativo y remuneraciones de los consejeros de las sociedades cotizadas correspondientes a 2022”): “Compliance with the recommendations of the Good Governance Code was 86.8% in 2022 (86.4% in 2021) and six companies declared that they meet 100% of the recommendations.”
• Infobae reports The percentage of women on company boards exceeds 30% for the first time (“El porcentaje de mujeres en los consejos de las empresas supera por primera vez el 30%”): “The presence of women on company boards of directors exceeded 30% for the first time. In 2022 this figure stood at 31.9%, compared to 29.3% a year before. Despite this, the companies have more progress to make before reaching the recommendation of the Good Government Code, which promotes women reaching 40% on boards.”
• El Confidencial reports The illusion of ownership: who controls Telefónica? (“La ilusión de la propiedad: ¿quién controla Telefónica?”): “Senior executives and politicians, including the Government of Spain, are taking positions to influence the fate of the telecommunications firm.”
• ElEconomista reports Acciona Energía, Indra and Endesa lead the new ESG Ranking of 'elEconomista.es' (“Acciona Energía, Indra y Endesa lideran el nuevo Ranking ESG de 'elEconomista.es'”): “The new ESG Ranking from elEconomista.es, the classification of Ibex 35 securities by their sustainability scores. Acciona Energía goes to the top of the table, which, just over two years after its entry into the Ibex, is the leader of the classification, reaching 90.6 points.”

• Reuters reports BlackRock voted against Glencore's climate progress report: “Major Glencore shareholder BlackRock Inc (BLK.N) was among investors to reject the mining giant's (GLEN.L) climate progress report at its annual meeting in May, citing inconsistencies, a voting disclosure page on the asset manager's website shows.”
• The Financial Times reports Swiss regulator needs more powers to deal with bank crises, experts warn: “Finma lacks teeth compared with regulators in other countries, says panel following near-collapse of Credit Suisse.”
• The Financial Times reports Former Bank of Ireland chief leaves Credit Suisse: “Francesca McDonagh is one of the highest-ranking departures since UBS took over its ailing rival.”

• The Economist reports America’s bosses just won’t quit. That could spell trouble: “Bob Iger is not the only one hanging around for too long.”
• The Wall Street Journal reports Carbon-Disclosure Rules for U.S. Companies Are Coming Sooner Than Expected: “California and EU set to approve regulations on emissions that cause climate change”.
• The Wall Street Journal reports on How a Trucking Company Ran Over Its Own Stock: “Forward Air’s shareholders are enraged after the boss agreed to a merger that forces them to vote for their own dilution”.
• Fortune argues Promoting your ex-CEO to executive chairman is a recipe for trouble. So why are so many companies making that mistake?: “Today 64 of the Fortune 500 have an executive chair, including major firms such as Nike, FedEx, Visa, Honeywell, and Southwest Airlines.”
• Bloomberg Law reports S&P 500 Loses Its Sole Black Female CEO With Walgreens Departure: “Brewer’s departure comes as companies are increasingly facing challenges to their efforts to improve diversity among staff following the US Supreme Court ruling on the use of race in college admissions. The amount of time needed to invest in an executive to reach the top job, combined with the slow pace of improvement in diversity among corporate staff, means that it could be another long wait before a Black woman becomes CEO at firm listed in the benchmark stock index.”
• The Wall Street Journal reports California Emissions-Disclosure Mandate Awaits Final Passage, Among Other Bills: “Measure in Democratic-controlled legislature would require businesses to calculate their own carbon emissions, plus those of suppliers and customers.”
• The Financial Times reports PwC to curtail consulting work for US audit clients to reduce conflict risk: “New independence policies are challenge to other Big Four accounting firms”.

• The Economist reports on The rise of the Asian activist investor: “Elderly boardrooms and huge cash piles are under new shareholder focus”.

• The Wall Street Journal reports Japanese Companies Are Making Big Promises to Boost Their Stock Prices: “Many stocks trade below their book value, which Tokyo’s exchange finds unsatisfactory”.
• Nikkei reports Japan has 'long way to go' on governance reform: Oasis founder: “Despite rally, stocks still cheap beyond biggest companies, Seth Fischer says.”
• The Financial Times reports on A key obstacle to climate-related shareholder proposals in Japan: “Achieving environmental, social and governance goals is often contingent on global co-operation — but the reality is that these aims exist in a fractious world, where each nation faces varied obstacles.”
• The Wall Street Journal reports Toshiba Shareholders Approve $13.5 Billion Deal to Take Company Private: “Japanese industrial conglomerate to get private-equity owner after years of turmoil.”

• SCMP reports China’s 100 biggest listed companies have just 14% female directors on their boards, says report that urges addressing ‘diversity deficit’: “Just 14 per cent of the directors serving on the boards of the 100 most valuable Chinese companies listed on the Shanghai and Shenzhen stock exchanges are female, a report from a regional corporate governance body said. State-owned enterprises (SOEs) had a lower rate of female directors than their private sector counterparts, and nearly one in five companies had an all-male board, said the investor-backed Asian Corporate Governance Association (ACGA), whose research was based on companies’ annual and sustainability reports, websites, and stock exchange announcements as of end-March. “We call on regulators and investors to actively encourage the appointment of women to issuers’ nomination committees as a means of addressing the diversity deficit at listed companies in the region,” ACGA said in a statement on Monday.”
• SCMP reports on Paris agreement: Chinese state oil companies Sinopec, PetroChina and CNOOC rank near bottom on climate pledges, Carbon Tracker says: “Chinese state oil companies China Petroleum & Chemical Corporation (Sinopec), PetroChina and CNOOC rank near the bottom on a gauge of climate pledges made by the world’s largest oil and gas companies, just above Saudi Aramco, according to a report by Carbon Tracker. The London-based independent think tank’s Absolute Impact 2023 report, released on Thursday, assessed and ranked the emissions-reduction commitments of 25 of the world’s largest listed oil and gas companies. The report warned that the companies have no plans in place to reduce production by amounts sufficient to comply with the Paris Agreement goals that aim to limit human-induced global temperature increases to 1.5 degrees Celsius.”
• Splash 247 reports COSCO seals China’s first ESG-linked shipping loan: “COSCO Shipping Energy Transportation (CSET), the oil and gas shipping unit of COSCO Shipping Group, has signed up for the first syndicated shipping loan in China linked to environmental, social, and corporate governance performance. The CNY1.5bn ($206m) three-year loan was agreed with the Bank of China’s Shanghai Branch and COSCO Shipping Financial Co. The deal will see an independent third party, China Chengxin Green Finance Technology, a subsidiary of China Chengxin International Credit Rating, assess and verify CSET’s performance on ESG targets, which will then be applied by the lenders for interest rate reductions. Last year’s sustainability report from the World Benchmarking Alliance (WBA) and non-profit CDP covering 90 major transport companies from around the world found that of the 17 shipping companies surveyed, COSCO was the worst performer. COSCO said the loan for its energy shipping arm, which sports a fleet of over 150 crude and product tankers and stakes in some 70 LNG carriers, represents “an important measure to promote the green and low-carbon transformation and development of the shipping industry and promote corporate ESG governance”.”

• SCMP reports on Climate change: BlackRock, HSBC, Hong Kong officials urge firms to seize ‘biggest investment opportunity out there’: “Businesses should step up their efforts to capture opportunities arising from the climate transition and leverage Hong Kong’s position as an international financing center to fund such projects, according to the city’s environment secretary and other conference speakers. “There is an increasing demand for innovative solutions, products and services in various industries … including green finance, the hydrogen economy, biofuels, low-carbon technology, materials, products and services,” Secretary for Environment and Ecology Tse Chin-wan told the ReThink HK sustainability conference on Thursday. Tse said that Hong Kong recorded its hottest July day on record last year, while July this year also saw one of the hottest temperatures ever recorded. This was followed by the biggest hourly rainfall on record and major flooding in many districts last week, with additional heavy rain causing damage on Thursday morning. These events underscore that “climate change is one of the biggest challenges facing our planet today”, Tse said.”
• Fintech Global reports HKMA lays down net zero transition principles for Hong Kong banks: “The Hong Kong Monetary Authority (HKMA) has issued a set of principles guiding banks on the transition to a net zero economy. The focus of these principles is on setting clear targets and objectives aligned with a net zero transition and the Paris Agreement’s goals. The agreement aims to keep the rise in global temperatures well below 2°C, ideally at 1.5°C. The HKMA’s directive also touches on integrating these transition considerations into banks’ internal processes such as governance, accountability, and risk management. This integration also extends to banks’ business strategies, products, services, and client engagements. Additionally, HKMA is urging banks to boost the transparency of their net-zero transition planning processes and be agile in updating their plans as climate scenarios change.”

• The Financial Times reports Deloitte resigns from Adani Ports as auditor: “Indian conglomerate says company’s grounds for resignation are ‘not convincing’”.
• The Financial Times reports Secret paper trail reveals hidden Adani investors: “Following claims of share price manipulation, new documents uncover potentially controversial shareholders in one of India’s biggest conglomerates”

• The Financial Times reports Iron ore billionaire clashes with executives over Fortescue’s green future: “Founder Andrew Forrest urges investors to keep faith as tensions emerge over decarbonisation”.
• The Australian Financial Review reports Around the world, net zero is stalling: “'Just over 90 per cent of global GDP (and 88 per cent of greenhouse-gas emissions) are now covered by national net zero targets, a monumental feat of climate diplomacy. Yet only 10 per cent of nations with such targets have detailed plans in place (and only half have even incomplete plans).”
• The Australian Financial Review reports ASIC to target boards, execs for cyber failures: “The corporate regulator will seek to make an example of board directors and executives who are recklessly ill-prepared for cyberattacks, by taking legal action against compromised companies that did not take sufficient steps to protect their customers and infrastructure from hackers [including by] putting too much faith in third-party providers of technology systems and services.”
• The Sydney Morning Herald asks Have money with these fund managers? Here’s what you need to know: “Some of Australia’s top fund managers have been given the lowest ranking in a global study for their commitment to sustainable investing, raising questions about their seriousness in tackling the risks of climate change. They include Colonial First State, Investors Mutual, Magellan, Platinum and Vanguard.”
• The Australian Financial Review reports Third of companies struggling to achieve climate targets: survey: “More than one-third of Australian businesses are struggling to achieve their carbon emission reduction targets, according to a new carbon markets report commissioned by Viridios Capital. While 43 per cent of companies surveyed had a net-zero policy, businesses, especially heavy emitters, were having trouble meeting their commitments.”
• The Australian reports Gender balance in the boardroom is improving, but has a long way to go, says CEW: “New data from Chief Executive Women shows a significant improvement in gender balance in corporate Australia, with eight more female CEOs in the ASX Top 300 in the past financial year. However the report also reveals that despite those extra eight women in the top jobs, 91 per cent of ASX 300 CEOs are men.”