Georgeson publications
Georgeson in the media
Georgeson events
Global: Georgeson published its Global Institutional Investor Survey Report for 2024
Georgeson’s Global Institutional Investor Survey 2024 report provides valuable insights into the evolving landscape of investor engagement, strategic activism, and ESG priorities. Explore the key findings and learn about global institutional investors’ plans, focus areas and priorities for engagement this year – and what they expect at 2025 AGMs. The publication of the report was covered by Board Agenda.
Australia: Georgeson published its 2024 Australian Season Review
Georgeson's Australian AGM Review is your definitive source for in-depth analysis and insight into the latest trends in corporate governance. Our annual report provides a detailed examination of the key developments, shareholder activities, and governance practices observed at ASX 300 AGMs. The publication of the report was covered by Reuters, and FS Sustainability.
US: Georgeson published a memo on SEC changes affecting the proxy year 2025
“Last week the SEC made two significant and important changes that relate to shareholder proposals and institutional shareholder engagement. These changes have immediate impact and are important for you to consider.”
UK: Georgeson published a memo on the implementation of Pre-Emption Group Principles across the FTSE 350 in 2024
The memo covers the proportion of FTSE 350 companies that sought 10%+10% authorities and the level of support received by companies seeking share issuance authorities excluding pre-emption rights.
Australia: Reuters’ article titled “Australian companies facing investor anger over executive pay at near record levels, says study” reports on Georgeson’s Australian AGM Season Review
The number of Australian companies facing investor opposition over remuneration plans held near record levels for a second straight year in 2024, according to a study by shareholder advisor Georgeson. The study, shared first with Reuters, underscores not only frustration with high executive pay at a time when the cost of living has risen but also anger over corporate scandals.
Spain: Georgeson’s report on Corporate Governance in the Ibex 35 is referenced in El Confidencial’s article titled “New legal regulation of general meetings of listed companies”
According to data from the report Corporate Governance and Institutional Investors - Preparing for the 2025 Meeting Season prepared by Georgeson, in 2024 the majority of meetings (94% and 88% of the Ibex 35 and Top 40 meetings of the continuous market, respectively) were held in a hybrid format, that is, with physical and telematic attendance of shareholders and their representatives. The average participation was 73.08% of the capital in Ibex-35 companies (similar to that of 2023) and 73.94% in the Top 40 of the continuous market (increased by two points compared to 2023).
US: Georgeson’s report data is quoted in Reuters’ article titled “First Solar bars use of deep-sea minerals, early win for ESG group”
Proxy solicitor Georgeson counted 93 ESG-related proposals filed at Russell 3000 (.RUA), opens new tab companies to date, with 13 of them withdrawn so far and still time for the total number of deals between activists and stock issuers to increase. That is roughly in line with the pace in 2024, when 99 ESG-related resolutions were filed, and the 103 ESG-related resolutions filed in 2023.
Spain: Georgeson’s Carlos Saez is quoted in El País article titled “Game of Thrones at the top: this is how the CEO shredder works”
“The head of the proxy solicitor Georgeson, Carlos Sáez Gallego, points out that when an activist investor launches a campaign against a company, it is normally for two reasons: its poor economic performance or its corporate governance failures.”
Germany: Georgeson’s Matthias Nau presented at Computershare’s Kompaktseminar HV 2025
Matthias Nau’s presentation covered the proxy advisor guideline updates, investor views heading into the 2025 AGM Season, and virtual-only AGMs in Germany.
Spain: Georgeson’s Carlos Saez spoke on a panel hosted by IE Law School and A&O Sharman titled “Virtual AGMs: American inspiration for the future of Europe” on 30 January in Madrid
Carlos Saez, Georgeson’s Head of Spain, participated in this event and provided an informed vision of the market's stance on virtual AGMs. The panel was covered by Expansión.
Spain: Georgeson hosted the Good Corporate Governance Conference with WomenCEO on 12 February
The event brought together business leaders and experts to discuss critical topics such as ethics, sustainability, technology, and leadership in times of change. Georgeson’s Cas Sydorowitz, Carlos Saez, and Claudia Morante made presentations at the conference.
Italy: Georgeson’s Francesco Surace spoke at a NED Community webinar titled “What’s up in the business community around climate change? 2025: Perspectives and expectations in the climate debate and the role of the Board” on 14 February
The webinar covered how net zero targets influence company strategy and, in particular, board members. Francesco Surace spoke about market perspectives and the point of view of institutional investors.
Shareholder activism
Record number of CEOs leave roles amid activist pressure, research shows
The Financial Times reports that a record number of CEOs left their roles last year due to pressure from activist investors and the impact of AI advances. 202 CEOs from major companies departed, a 9% increase from 2023. Activist investors grew impatient with underperformance, leading to 43 CEOs leaving within 36 months of taking the job. Many outgoing CEOs chose retirement or board roles instead of new top jobs. The S&P 500 had a 21% increase in CEO departures, while the FTSE 100 saw a 14% decrease.
RIP American shareholder capitalism
The Financial Times reports that Legal changes at the SEC and in Delaware that could shift power away from shareholders and towards corporate insiders. Over the past three decades, institutional investors have become influential in corporate governance, but recent changes threaten this balance. Delaware courts have scrutinized insider transactions, leading to high-profile cases like Elon Musk's $56bn pay package at Tesla being struck down. Delaware's legislature proposed reforms that could reduce shareholder rights and increase insider control. At the federal level, the SEC issued new guidelines limiting shareholder involvement in governance, potentially weakening mutual fund influence. These combined changes could disrupt the mechanisms that have enabled institutional investors to counterbalance insider control.
Shareholder capitalism, the Japanese way
The Financial Times reports that while many Japanese companies have embraced the SDGs (the UN’s sustainable development goals), some use them as a smokescreen to avoid prioritising shareholder interests. Despite having a corporate governance code for a decade, Japan continues to navigate the balance between shareholder interests and societal duties. The government has updated M&A guidelines to encourage market consolidation, but resistance remains, as seen in the failed merger talks between Honda and Nissan. Rising interest rates and greater shareholder pressure may soon change this. The SDG badge, in Japan at least, seems to confer membership of an undeclared club that tries to do shareholder capitalism the Japanese way for as long as is sustainable.
Investment trusts: prepare for more activist attacks
The Financial Times reports that Boaz Weinstein, founder of Saba Capital Management, has waged a campaign against the UK's £274bn investment trust industry. His campaign aimed to overhaul the boards of seven investment trusts but lost all seven votes. Despite this, he remains determined to push funds to wind up or become open-ended. His campaign highlights the issue of wide discounts in investment trusts, where share prices lag behind asset values. The industry has faced challenges such as higher interest rates and mergers of wealth managers, leading to fewer companies with more money to run. Recent actions by boards, such as record levels of share buybacks, indicate a move towards addressing the issue of discounts.
Activist fund takes aim at one of Japan’s biggest pharma groups
The Financial Times reports that Farallon Capital Management has taken a significant stake in Astellas, one of Japan's largest pharmaceutical companies, as part of a wave of shareholder activism in Japan. This movement has been emboldened by corporate governance reforms, pushing companies to take investor demands more seriously. Farallon, which now holds over 3% of Astellas, aims to work with the company's management and board to significantly increase its share price. The fund has been engaging with Astellas since 2020, pushing for quicker cost-cutting and an overhaul of its research and development programs.
Environmental & social
Long-term investors split with asset managers over climate risk
The Financial Times reports that institutional investors managing $1.5 trillion have warned asset managers to take stronger climate action or face being dropped. 26 financial institutions and pension funds from various countries have requested asset managers to engage more actively with companies on climate risk. The election of Donald Trump and opposition from US Republican governors have led many large asset managers to reduce public support for corporate climate action.
Support among asset managers for investor action on climate, DEI falls
The Wall Street Journal reports that support for shareholder resolutions on climate, human rights, and diversity issues has significantly declined among asset managers due to political pressure and changes in regulatory guidance. In 2024, only 1.4% of shareholder resolutions related to climate, human rights, and diversity passed, a significant drop from over 20% in 2021.
Big banks are scrubbing their public mentions of DEI efforts
The Wall Street Journal reports that U.S. banks are scaling back their public support for diversity, equity, and inclusion (DEI) initiatives due to increasing legal scrutiny and potential risks. Executives' concerns about DEI programs intensified following a recent executive order by President Trump and the 2023 Supreme Court ruling against race-based affirmative action in college admissions.
Global developments
BlackRock, a diversity pioneer, distances itself from DEI
The Wall Street Journal reports that BlackRock has removed references to its diversity, equity, and inclusion (DEI) strategy from its latest annual report, signalling a shift in its approach to these issues. The company added a new paragraph emphasizing a connected and inclusive culture aligned with business priorities, without using the DEI acronym.
BlackRock resumes talks with companies following SEC guidance
Bloomberg reports that BlackRock Inc. has resumed its investment stewardship meetings with companies after a brief pause to assess new SEC guidelines. The SEC's new policy places more stringent regulatory requirements on asset managers who seek to influence corporate behaviour, treating them more like activist investors. BlackRock emphasized its role as a 'passive' investor and clarified that it does not use engagement to control publicly traded companies.
Elon Musk clashed with Nicolai Tangen over Norway oil fund’s vote against Tesla pay
The Financial Times reports that Norges Bank Investment Management (NBIM), which manages $1.7tn of Norway's oil wealth, voted against Elon Musk’s pay package at the company’s AGM last year. Nicolai Tangen, its CEO, later invited Musk to a dinner at his private residence in Oslo, but Musk declined, stating, "When I ask you for a favour which I very rarely do, and you decline, then you should not ask me for one until you’ve done something above nothing to make amends. Friends are as friends do". Musk's pay package, initially worth $56bn in 2018, was rejected by a Delaware judge and is now valued at more than $100bn.
European developments
Europe waters down flagship climate accounting policy
The Wall Street Journal reports The European Union has watered down its flagship climate-accounting policies amid pushback from member states and companies over the new rules, which they say would have increased costs and reduced competitiveness. Originally, companies with more than 250 employees or a net turnover above €50 million were required to report on their environmental and social impact. Now, this will apply only to companies with more than 1,000 employees and at least €50 million in revenue, lifting requirements for approximately 80% of the companies. The changes have been criticized by some environmental groups, with Giorgia Ranzato from Transport and Environment stating, "today’s proposal throws Europe into reverse, erasing a decade of gains in sustainability and global competitiveness". The European Commission, however, argues that the changes will create a more favorable business environment, estimating cost savings of €6.3 billion.
UK
FTSE 350 on track to miss 40% target for female executives
The Financial Times reports that the UK’s largest listed companies are likely to miss the target of having women in 40% of top executive roles by 2025, with women currently holding 35.3% of senior leadership roles in the FTSE 350. While progress has been made in increasing the number of women on boards, with 43.4% of board roles held by women, the pace of change in executive roles has slowed, and some companies still have less than a third of their leadership roles held by women. Additionally, female leaders face "double binds" and receive more media attention and criticism compared to their male counterparts.
UK ministers explore further scaling back audit reform legislation
The Financial Times reports that UK ministers are considering scaling back legislation aimed at reforming the audit market to ease regulation on businesses and boost economic growth. The Audit Reform and Corporate Governance bill initially proposed mandating shared audits, where Big Four accounting firms (Deloitte, EY, KPMG, and PwC) would share audits of the largest companies with smaller firms. This measure aimed to reduce reliance on the Big Four and address concerns about systemic failure if one firm collapsed. However, ministers are now discussing ditching this measure, which could significantly weaken the legislation. The proposal faced opposition from both Big Four and challenger firms, who were concerned about higher fees and the potential duplication of work.
Top London-listed companies push for higher executive pay
The Financial Times reports that a number of FTSE 100 companies are increasing executive pay due to a shift in investor attitudes and competition with US firms. Several large companies have successfully secured shareholder approval for multimillion-pound pay rises for top executives, signalling a change in investor attitudes towards higher executive compensation.
UK accountants push to end fees cap on ESG work for audit clients
The Financial Times reports that the UK’s top accountants are urging ministers to remove the cap on fees for ESG work for their audit clients, which would dilute independence rules and help boost revenues. Alan Vallance, head of the Institute of Chartered Accountants in England and Wales, argues that ESG assurance should not count towards the cap on non-audit fees, as it is a growing and lucrative line of work. The cap was introduced to ensure auditors' independence and prevent conflicts of interest
Ashtead to proceed with proposed U.S. listing switch
The Wall Street Journal Reports Ashtead Group plans to switch its main listing to the U.S., creating a new company named Sunbelt Rentals Holdings. This move will be voted on in June and could take effect in early 2025.
Germany
Virtual AGM fails in Tui vote
Börsen-Zeitung reports that Tui AG, the tourism company, did not receive the necessary majority of shareholder votes at its annual general meeting to approve the authority to hold virtual shareholder meetings. As a result, Tui will have to return to in-person annual general meetings next year. The proposal for the online format received only 66.23% yes votes, which was not enough to achieve the required 75% majority. Before the meeting, the major proxy advisor ISS had opposed the authorization for another two years. Tui has been holdings its AGM virtually since the COVID-19 lockdown in 2020.
Siemens shareholders reject proposal to allow virtual AGMs
Reuters reports that Siemens' board failed to secure enough shareholder support to continue holding virtual AGMs without physical investor presence, with only 71% approval instead of the required 75%. Chairman Jim Hagemann Snabe expressed regret over the outcome, noting that most shareholders favored online AGMs, which Siemens has held since 2021. Despite some concerns about his long tenure, Snabe was re-elected to the board for another two years.
DWS names EY as auditor despite funds suing firm over Wirecard scandal
Financial Times reports Deutsche Bank's asset manager DWS has proposed the appointment of EY as its new group auditor despite ongoing legal action against EY for its involvement in the Wirecard scandal. The appointment, subject to shareholder approval, would be EY's second high-profile mandate since being banned from taking on new listed audit clients in Germany. EY has lost market share in Germany since the Wirecard scandal, but the appointment by DWS indicates its continued relevance.
France
When CAC 40 leaders play extra time
Les Echos reports Accor is considering raising the age limit for its CEO, Sébastien Bazin, to 68 years to allow him to implement his strategic plan. Currently, the average age of a CAC 40 CEO is 58 years. The proposal will be voted on at the next general meeting. For French companies, it is common for their articles of association to specify the maximum age for their CEO.
Regressing on CSRD, CS3D and taxonomy, a symbol of social and environmental irresponsibility
Les Echos reports Proposing a return to environmental and social reporting goes against entrepreneurship. It would be a bonus to companies that have acted too softly, fears Sébastien Delpont, head of an SME.
Netherlands
ABP switches to index investing and reduces portfolio
ABP announced that it has switched to a new portfolio for shares in developed markets. As a result, ABP no longer invests in almost every company, but only in a selection of companies that meet the requirements of criteria that ABP has drawn up.
Dutch pension fund ABP divests from Alphabet and Meta
NL Times reports that the Dutch civil service pension fund ABP has divested from Alphabet and Meta due to concerns over governance integrity and broader investment criteria. This follows ABP's earlier decision to remove Tesla from its portfolio.
Italy
The implementation of the Italian Corporate Governance Code
Assonime has produced a report on Corporate Governance in Italy. They analysed the corporate governance reports of 208 Italian companies listed on the regulated market (EXM) managed by Borsa Italiana as of 31 December 2023. The 2024 survey provides a benchmark on the application of the Corporate Governance Code, including the quality of explanations for non-compliance and details on remuneration policies for directors and auditors.
Forum for Sustainable Finance grows and appeals to the Government for green transition
Citywire Italia reports that the Forum for Sustainable Finance has added 20 new members, bringing its total to 172. The new members include regional trade associations, banks, insurance companies, banking foundations, pension funds, and asset management companies. Francesco Bicciato, the general manager, noted the steady increase in membership, particularly among pension funds and asset managers.
Tax breaks and state aid: What's in the EU's draft Clean Industrial Deal
Reuters reports that the European Commission will next week propose a package of measures to help EU industries stay competitive while they cut their carbon footprint, a draft of the package showed on Tuesday.
Spain
Moeve consolidates its position as a global sustainability benchmark according to S&P ESG rating
ABC reports that the energy company, Moeve, has established itself as a benchmark in sustainability among companies in its sector by being recognised by the main international ESG rating agencies, among the 'best-in-class'. In the S&P Global Corporate Sustainability Assessment ranking, the company has obtained 78 points out of 100, its highest score to date, after improving by 4 points compared to 2023 and 14 points since 2021.
Naturgy is launching a historic reorganisation
El Periódico reports that Naturgy's board of directors has unanimously approved proposing to the shareholders' meeting – on 25 March – strategic moves of real significance. The company intends to carry out a voluntary auto-takeover bid to buy 10% of its capital and be able to increase the shares listed on the stock exchange.
Switzerland
Glencore reviewing London listing; plans $2.2 billion in shareholder returns
The Wall Street Journal reports Commodities giant Glencore is reviewing its London listing as it reported a fall in 2024 earnings, but will return around $2.2 billion to shareholders. The company is considering the optimal location for its primary listing amid a trend of high-profile delistings from the London Stock Exchange.
North American developments
United States
ISS statement regarding consideration of diversity factors in U.S. director election assessments
Institutional Shareholder Services annually reviews its policies and has decided to halt consideration of gender and racial/ethnic diversity factors in making vote recommendations for directors at U.S. companies. This decision is influenced by recent developments in diversity, equity, and inclusion (DEI) practices and new Presidential Executive Orders. ISS will continue to assess directors based on other criteria in its Benchmark and Specialty policies.
Investors criticize ISS for DE&I rollback in US voting recommendations
Responsible Investor reports that investors including Boston Common Asset Management (BCAM), the New York City Comptroller and the University Pension Plan (UPP) have criticized ISS for halting diversity considerations in its US voting recommendations and claimed they were not consulted them on the move.
SEC looks to muzzle shareholder culture warriors
The Wall Street Journal reports The SEC has issued new guidance making it harder for activist shareholders to demand votes on charged social issues. The SEC's new guidance will allow corporations to block more proposals on socially and ethically charged issues from being included in proxy statements, reversing a Biden-era policy.
DEI pay incentives come under pressure after two-year surge
The Wall Street Journal reports Many large companies are moving away from linking executive pay to diversity, equity, and inclusion (DEI) goals, as reflected in recent proxy statements. DEI policies are under pressure from conservative activists, influenced by a 2023 Supreme Court decision and actions by President Trump, who ordered federal agencies to end DEI programs.
APAC developments
Japan
Tokyo stock exchange looks to protect small investors as buyouts surge
The Financial Times reports that the Tokyo Stock Exchange is introducing new rules to protect minority investors amid increasing interest from global private equity firms and management buyouts. These rules will enhance transparency around takeover prices and decision-making processes, requiring companies to set up special committees and appoint independent financial advisers. The changes aim to prevent undervalued sales and improve market conditions for minority shareholders.
Japan aims to raise female exec ratio to 30% in listed firms by 2030
Kyodo News reports that A Japanese government council approved a policy to increase female board members to over 30% by 2030 for companies listed on the Tokyo Stock Exchange's Prime Market, with an initial goal of appointing at least one female board member by 2025. The policy, part of the annual economic and fiscal reform policies, addresses the country's lag in promoting women to managerial positions.
South Korea
Activist fund invests W100b in LIG Nex1 in ESG push
The Korea Herald reports that South Korean activist fund Korea Corporate Governance Improvement (KCGI) has invested 100 billion won ($84 million) in exchangeable bonds issued by weapon system developer LIG Nex1. The investment aims to improve LIG Nex1's performance under ESG criteria and support the company's new business line. The bonds are exchangeable with 1.9 million shares of LIG Nex1, amounting to 8.6% voting rights.
Hong Kong
HSBC net zero goal delayed 20 years, as CEO offered 600% bonus
The Guardian reports that HSBC has delayed its climate goals by 20 years, pushing its net zero target for its own operations from 2030 to 2050 due to challenges faced by clients and suppliers in reducing their carbon footprint1. The bank has also watered down environmental targets in its CEO's new long-term bonus plan, reducing the environmental portion of the incentive from 25% to 20%2. This decision has drawn criticism from environmental campaigners who accuse HSBC of not taking its responsibility for the climate crisis seriously.
Singapore
Singapore property magnate seeks to oust son in boardroom battle
The Financial Times reports that a Singaporean billionaire, Kwek Leng Beng, is seeking to remove his son, Sherman Kwek, as CEO of City Developments, accusing him of attempting a boardroom coup and making poor business decisions. The family feud has led to the suspension of the company's shares and legal action to adjudicate the matter. Kwek Leng Beng claims his son's leadership has put the business in a precarious position, citing ill-fated investments and a significant drop in the group's share price.
Australia
Push to delay ASX diversity rules until 2026
The Australian Financial Review reports that key members of the ASX’s governance advisory council are pushing to delay until next year the proposals that would require directors of listed companies to disclose personal characteristics such as sexuality and disability. ASX Corporate Governance Council chairwoman Elizabeth Johnstone has called a meeting with the chief executives from the 19 business, investor, and superannuation groups that make up the council to reach a compromise on this contentious plan.
WiseTech shares plunge after majority of board quits
The Financial Times reports Shares in WiseTech lost a fifth of their value after a majority of its board, including the chair, resigned over differences related to co-founder Richard White's future role. White, who has faced allegations of inappropriate behavior, stepped down as CEO but remained in a consulting role. The boardroom turmoil and new allegations have led to further investigations and a significant drop in the company's market capitalization
Macquarie exits the Net Zero Banking Alliance
Australia-based financial services group Macquarie has decided to leave the Net-Zero Banking Alliance (NZBA), a UN-backed coalition of banks dedicated to advancing global net zero goals through their financing activities. Macquarie stated that its climate strategy is evolving to meet the needs of clients and regulatory requirements, and it will continue to guide its activities independently. This move follows a trend of exits from the NZBA, particularly among North American banks, due to political pressure and legal concerns.