• A look back at the 2024 AGM season
• Changes in documentation and regulation in 2025
• Highlighting the voting process: from shareholder dialogue, to investor voting expectations, to implementation in the tool

• The Wall Street Journal reports Southwest Airlines Overhauls Board Amid Activist Pressure: “Elliott Investment Management says it is pleased Southwest’s board recognizes the need to change”.
• The Financial Times reports Robby Starbuck: the activist pushing US companies to ditch their DEI vows: “Filmmaker and influencer is having success fighting what he sees as ‘leftwing’ ideology in boardrooms”.
• The Wall Street Journal reports Starboard Submits Proposal for News Corp Stockholder Vote on Ending Dual-Class Structure: “Starboard proposes each outstanding share of the News Corp’s common stock be equivalent to one vote”.

• The Financial Times reports Vanguard backed no environmental or social measures in 2024 proxy season: “Support on votes has been dwindling among big money managers after reaching record levels just a few years ago”.
• The Financial Times reports The way forward for ESG: “Actual owners of shares should have more say than their hired fund managers”. Alex Edmans’ response to the article can be read here.
• The Institutional Investors Group on Climate Change reports Proxy advisors are essential for investor engagement - key topics to consider: “Institutional Shareholder Services (ISS) and Glass Lewis have released their annual benchmark policy surveys. Responses to these surveys will feed into the policies that inform their voting recommendations. They give investors the opportunity to engage with ISS and Glass Lewis to ensure that the views of the investment community are considered, and that climate is fully integrated into their analysis.”

• The Financial Times reports Vanguard experiment in shareholder democracy finds investors prefer to defer: “Nearly half of participants in pilot programme allowed to vote their shares chose to let the asset manager do it for them”.

• CityAM reports If proxy advisers can rattle Jamie Dimon, what chance do smaller firms stand?: “The power of proxy advisers has been enough to disturb big firms like JP Morgan and Astrazeneca, so what hope do the smaller players have, asks James Ashton”
• FRC publishes Annual Review of Corporate Reporting: “The Financial Reporting Council (FRC) has today published its Annual Review of Corporate Reporting setting out the findings of its monitoring of UK companies’ annual report and accounts alongside its expectations for the upcoming reporting season.”
• The Times reports Almost half of FTSE 100 companies restate climate scores: “Deloitte finds that 46 of Britain’s biggest listed companies have had to adjust their previously reported climate and sustainability metrics this year”.
• The Times reports London’s junior stock market suffers new blow as company quits: “Reneuron said there was no prospect it could get enough working capital to keep trading on Aim, which has been troubled by a series of delistings”.
• The Financial Times reports Shein faces greater political scrutiny ahead of planned London IPO: “Labour MP calls for UK government to ban imported products made by forced labour in the Chinese region of Xinjiang”.

• BVI published its Analysis Guidelines for Shareholder Meetings 2025: “The BVI’s Analysis Guidelines for Annual General Meetings 2025 (“ALHV 2025” – Annex) support investment management companies in preparing for votes at Annual General Meetings and promote dialogue between the German fund industry and companies. They go beyond both the statutory minimum standards and the recommendations of the German Corporate Governance Code (GCGC).”

• Vincent Kaufmann, the CEO of the Ethos Foundation, writes about Sustainability reporting: first impressions of the Swiss legislation: “During the 2024 AGM season, the largest listed companies in Switzerland – with at least 500 employees and annual sales of more than CHF 40 million – had to prepare a sustainability report and submit it for shareholder approval.”

• The Financial Times reports Italy to review corporate governance rules after shareholder pressure: “Senior government official says new law is ‘an opportunity we cannot miss’ to fix issues in capital markets bill”. Read the International Corporate Governance Network’s letter in response to these developments here.
• The Financial Times reports Global investors warn Italy over capital markets reforms: “Fund managers urge ‘rethink’ of controversial corporate governance rules”.
• La Repubblica reports Capitali law, a quake for Generali, Mediobanca and TIM (“Legge Capitali, un terremoto per Generali, Mediobanca e Tim”): “It was clear that it would generate a lot of confusion in listed companies governance and that rules were byzantine. But now Massimo Belcredi and Stefano Bozzi, both Professors of corporate finance at the Cattolica University, put themselves to work to assess what would have been the effect of the Capitali Law on the results of AGMs with the presence of board slates over the last four years (2021-2024).”
• Il Sole24Ore reports M&A, sustainability is a decisive criterion for investors (“M&A, la sostenibilità criterio decisivo per gli investitori”): “With the entry into force of the European directive CSDDD, the need to respect ESG factors is extended to supply chains. Sustainability is becoming an increasingly decisive factor to guide M&A operations in Europe. With the entry into force, last July, of the European directive CSDDD (Corporate Sustainability Due Diligence Directive), which requires companies with more than one thousand employees to assess all the supply chain with regard to ESG aspects, the consideration of these aspects within the investment evaluation and selection framework has become pivotal for groups or funds testing the M&A market.”

• El País reports The Hungarian group Ganz-MaVag withdraws the offer to buy Talgo after the Government's veto (“El grupo húngaro Ganz-MaVag retira la oferta de compra por Talgo tras el veto del Gobierno”): “The board of directors of the Hungarian group Ganz-MaVag has decided to withdraw its takeover bid for the Spanish train manufacturer Talgo, after the veto of the Spanish government at the end of August, and after the European Commission had endorsed the government's decision.”
• Expansión reports The ECB gives the green light to BBVA's takeover bid for Sabadell (“El BCE da luz verde a la opa de BBVA sobre Sabadell”): “The European Central Bank (BCE) has authorized BBVA's takeover bid for Sabadell, as reported by the entity in relevant information sent to the CNMV. Technically it is not an approval, but a report of non-opposition. This decision by the European regulator is "a new very important milestone that also underlines the solidity and solvency of this project", said Carlos Torres.”
• El Economista reports The Government authorises BlackRock's entry into Naturgy but vetoes a takeover bid for exclusion (“El Gobierno autoriza la entrada de BlackRock en Naturgy pero veta una OPA de exclusion”): “The Council of Ministers has authorised BlackRock's request to acquire the fund Global Infrastructure Partners (GIP). This purchase operation will involve a change in Naturgy’s shareholders. The Ministry of Economy did not want to comment on the conditions imposed to Larry Fink's fund, but market sources indicate that maintaining the headquarters in Spain and the rejection to carry out an exclusion takeover bid are among them.”
• Forbes España reports Banco Santander, CIE Automotive and Telefónica, companies with the best quality in their reports (“Banco Santander, CIE Automotive y Telefónica, empresas con mejor calidad en sus informes a accionistas”): “Banco Santander, CIE Automotive and Telefónica are the companies that offer their shareholders the highest quality reports, according to a study by the communication agency Deva, which analyses the quality of the reports that Spanish listed companies provide to their shareholders and stakeholders on the occasion of the ordinary annual general meeting. The ranking by industry is led by the Oil and Energy.”

• The Financial Times reports Governance watchdogs take fright as ‘zombies’ stalk US boardrooms: “Directors retaining seats without backing from majority of shareholders prompts concern”.
• The Financial Times reports The stakeholder doctrine is flourishing despite attacks on ESG: “Corporate leaders realise they can’t ignore the social and political context in which they operate”.
• The Financial Times reports Exxon chief executive keeps door open to future shareholder litigation: “Darren Woods sparred with some of his toughest critics at the Council of Institutional Investors conference in New York this week.”
• The Wall Street Journal reports 23andMe Board Resigns in New Blow to DNA-Testing Company: “CEO Anne Wojcicki ‘surprised and disappointed’ after independent directors say she failed to produce ‘actionable’ buyout proposal”.
• CFODive reports SEC charges Kubient CEO, CFO with accounting fraud, misleading investors: “Kubient’s ex-CEO, ex-CFO and former head of audit each lied to the business’ independent auditor and reported $1.3 million in false revenue, the SEC alleges.”
• ESGDive reports House GOP passes pair of anti-ESG bills targeting ‘woke’ investment policies: “The chamber first passed H.R. 5339, a bill that would restrict pension fund managers from considering factors like ESG, on Wednesday with a 214-200 vote and without any Democrats supporting the measure. The House followed it up with the passage of H.R. 4790, a bill to limit the SEC’s disclosure promulgation authority, on Thursday on a 215-203 vote with three Democrats crossing the aisle to support the bill.”

• The Economist reports Japan’s sleepy companies still need more reform and How to finish Japan’s business revolution: “Tokyo-listed companies have become more friendly to shareholders, but the job is only half-done”
• The Wall Street Journal reports 7-Eleven Parent Rejects $39 Billion Buyout Offer by Circle K Owner: “Seven & i Holdings says price is too low, and markets watch for possible raised bid”.

• The Wall Street Journal reports South Korea Can Go Only So Far Copying Japan’s Market Reforms: “Returns might improve, but the power of chaebols—including Samsung and Hyundai—will limit gains”.
• The Financial Times reports South Korea’s stock exchange chief defends slow start to corporate reform drive: “Only 1% of 2,600 listed companies have signed up to new initiative aimed at boosting valuations.”

• Bloomberg reports China to Compel New Sectors to Join Carbon Market by End-2025: “China plans to impose carbon-trading compliance obligations on steel, aluminum, and cement producers next year as the country extends its carbon market to compel more polluting sectors to slash emissions. About 1,500 companies in those industries will be subject to market-based carbon costs from next year if their emissions overshoot government-set targets, according to a consultation paper issued by the Ministry of Ecology and Environment.”

• The South China Morning Post reports Hong Kong companies say HKEX is ‘micromanaging’ in its fix for overboarding, governance: “Adding a hard cap on the number of directorships one can take does not improve their work, said the Chamber of Hong Kong Listed Companies”.

• The Australian Financial Review reports Wall Street’s ESG backlash does little to dent Australia’s enthusiasm: “Australia’s largest companies have defied investor pressure to walk back environmental, social and governance commitments, and are increasingly talking about these issues on earnings calls in contrast with their peers in the United States. A Jarden analysis of topics flagged in earnings calls over the ASX earnings season in August showed a 13 per cent increase in mentions over the past year, including a 3 per cent increase in talk about renewables, 13 per cent for the energy transition and 24 per cent for climate exposure.“
• The Age reports HESTA pressures Australia’s largest companies to adopt gender targets across entire organisation: “Industry super fund HESTA will leverage its voting power to force some of Australia’s largest publicly listed companies to set gender targets across the entire organisation – not just at the board and executive level – to address the gender pay gap. The $87 billion fund wants them to commit to ensuring 40 per cent of its staff are women, after the Workplace Gender Equality Agency (WEGA) released data this year showing the gender pay gap was more than 20 per cent in the private sector."
• The Tasmanian Times reports SIX Slaps Supermarket Shareholders Over Salmon: “Australian supermarket giant Woolworths will be the first company in the world to face a shareholder resolution aiming to prevent an extinction event. At the Woolworths AGM on 31 October, shareholders will be asked to vote on whether Woolworths should stop sourcing farmed salmon from Macquarie Harbour, Tasmania, and give the endangered Maugean skate its ‘best chance at survival’. Salmon produced in Macquarie Harbour threatens the existence of the skate, whose population numbers have plummeted to an estimated 40-120 adults.”
• Climateworks reports Fortescue has put its ambitious green hydrogen target on hold – but Australia should keep powering ahead: “Fortescue Executive Chairman and Founder Andrew Forrest has been quick to reject claims the company is walking back from its green hydrogen dreams more broadly, telling Nine Radio in Perth on Thursday: ‘We just have to work out now how to produce it cheaply enough.’ Developing renewable hydrogen at scale – like any industry – will require both national and global action to build demand, by supporting new technologies and lowering the risk of investing in early projects. Over time, this will bring prices down.”