Georgeson publications
Georgeson in the media
Georgeson events
Spain: Georgeson published the 9th edition of the “ESG Observatory” in collaboration with the Club of Excellence in Sustainability
The report that examines key trends in sustainable investment and investor expectations regarding environmental, social, and governance issues. Among the study's highlights are decarbonization, biodiversity, and the impact of artificial intelligence on corporate management. Additionally, a particularly relevant chapter focuses on skill matrix in listed companies, emphasizing their importance as a tool for improving the efficiency and effectiveness of the board of directors.
US: Georgeson published a memo covering the updates to State Street Global Advisors’s US Proxy Voting Policy
State Street Global Advisors (“SSGA”) has updated its proxy voting and engagement policy (effective for meetings as of March 1, 2025). SSGA has made several modifications, most notably to the sections pertaining to board composition and director accountability, climate and sustainability, governance and shareholder proposals, and proxy contests. These changes might impact SSGA voting in 2025.
UK: Georgeson published a memo on Contested FTSE 350 Remuneration Report Votes from January to March
This memo provides an overview of FTSE 350 remuneration report votes that received more than 20% opposition in January to March of 2025.
Spain: the publication of Georgeson’s ESG Observatory was reported on by Expansión in their article titled “Geopolitics, AI, and ESG on investors' radar”
“A competent and diverse board of directors is crucial to the long-term success of an organization. […] According to a Georgeson analysis, 94% of Ibex companies have a competency matrix, although 30% of them do not make it public on their corporate website.”
Italy: the publication of Georgeson’s report titled “The Guide for Remuneration Committees”, which was jointly produced with Nedcommunity, was reported by Il Sole 24 Ore in their article titled “Governance: Nedcommunity-Georgeson, 87% Institutional Investors Use Proxy Advisors”
“The analysis is contained in the new Guide for Remuneration Committees created by Nedcommunity (Italian association of non-executive and independent directors) and Georgeson, with the collaboration of Chapter Zero Italy-The Nedcommunity Climate Forum. The guide - as stated in a note - aims to present practical tools to improve dialogue with institutional investors, proxy advisors and other stakeholders in the financial market.”
Japan: Georgeson’s Cas Sydorowitz spoke at ICGN’s 30th Anniversary Conference in Tokyo on 4-5 March
Cas Sydorowitz hosted a Breakfast Session titled “Board and Shareholder Engagement During a Proxy Fight”. “Activists in Japan have higher percentages of the companies they target, Cas notes, with stakes often over 10% (which isn't common in other markets). He highlights that this market has had a number of NGOs get involved as activists and asks whether ESG proposals are dealt with by the same teams who cover other proxy fights.”
Italy: Georgeson sponsored the annual Corporate Governance Conference organised by Assonime in collaboration with the OECD and Borsa Italiana in Milan on 11 March
The Hybrid event focused on the role of corporate governance, capital markets and sustainability reporting in creating a European Union for saving and investments. Speakers included important figures from the worlds of politics, institutions, and authorities, as well as Chairpersons and CEOs of major Italian listed companies. The conference was covered by publications including Teleborsa, and Il Sole 24 Ore.
Shareholder activism
BP shows activists are often pushing at an open door
The Financial Times reports that activists are increasingly finding it easier to influence corporate strategies, as seen with BP's recent strategic overhaul following Elliott Management's stake acquisition. The rise of passive investment and underperforming conglomerates has created opportunities for activists to step in and push for changes, often with the support of other shareholders. Clever boards can pre-empt these attacks by adopting activist-like behaviours themselves.
Japan plays host to a clash of capital and culture
The Financial Times reports how activist investors are challenging Japan's corporate model, which is marked by underused assets and low returns on equity. Despite strong resistance from local shareholders and corporate culture, the momentum behind activist investing is accelerating, with Japan becoming the second-most active market for activist investing last year. The Tokyo Stock Exchange has introduced rules pushing underperforming firms to raise their capital efficiency, and activists like Elliott Investment Management have been targeting companies such as Mitsui Fudosan, Tokyo Gas, and Dai Nippon Printing.
Phillips 66 Proposes New Board Members Amid Elliott Battle
The Wall Street Journal reports how Phillips 66 is nominating two new directors to its board amid an intensifying proxy fight with activist Elliott Investment Management1. Elliott has been pushing for the company to sell or spin off its midstream business, arguing that it could be worth more than $40 billion. Phillips 66 advocates for maintaining its current strategy, emphasizing the risks of prioritizing uncertain short-term gains over a disciplined, long-term approach.
Elliott Builds Stake in Japan’s Sumitomo Realty & Development
The Wall Street Journal reports that Elliott Investment Management has built a stake in Sumitomo Realty & Development and shared views on the company's operations. Activist investors like Elliott have become increasingly prominent in the Tokyo market as the government presses companies to communicate better with investors to spur investment and revitalize the market. Sumitomo Realty's stock rose sharply following the news of Elliott's stake.
Environmental & social
US asset managers’ green retreat creates opening for European rivals
The Financial Times reports that asset managers are caught between pressures from US Republican state officials and green-minded European pension funds. While some asset managers are quitting climate alliances due to legal threats and loss of business from conservative states, they risk losing investment mandates from European pension funds that prioritize sustainability. This tension is leading to a market sorting, where asset owners move their money to managers who align with their sustainability preferences.
84% of Companies Keeping or Accelerating Climate Targets: PwC
ESG Today reports that the majority of public companies are either retaining or increasing their climate commitments, with many setting new emissions reduction targets, according to a new PwC report. Despite headlines suggesting otherwise, 47% of companies maintained their decarbonization targets in 2024, and 37% increased their ambitions. Smaller companies are also becoming more involved, with a significant rise in new climate goals and increased engagement with suppliers and customers to tackle Scope 3 emissions.
Bankers Climate Alliance Prepares Vote on Ditching 1.5C Goal
Bloomberg reports that the world's largest climate alliance for banks, the Net-Zero Banking Alliance (NZBA) is set to vote on a proposal to revise its strategy. The proposal, presented by NZBA's steering group, suggests abandoning the goal of limiting global warming to 1.5 degrees Celsius. The 130 members of the alliance will have approximately four weeks to decide whether to accept or reject the new plan.
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. This marks a notable shift for the company, which previously emphasized DEI as a critical part of its strategy. The changes come amid broader scrutiny and legal pressures on DEI programs.
JP Morgan boss attacks ‘incompetent’ advisers that pushed diversity agenda
The Telegraph reports that Jamie Dimon has criticized two major shareholder proxy advisers, Glass Lewis and Institutional Shareholder Services (ISS), for their support of diversity policies. Dimon argued that these advisers contribute to a burdensome regulatory environment and influence corporate decision-making through their recommendations to big investors. The backlash against these firms has intensified, especially following Donald Trump's pushback against diversity, equity, and inclusion (DEI) policies.
Vanguard resumes stewardship meetings after reviewing SEC guidance
Reuters reports that Vanguard has resumed stewardship meetings with portfolio companies after reviewing new guidance from the U.S. Securities and Exchange Commission (SEC). Vanguard aims to clarify its communications regarding engagements with portfolio companies, emphasizing the passive design of its funds and focusing on safeguarding and promoting long-term investment returns.
Larry Fink’s 2025 Annual Chairman’s Letter to Investors
The letter emphasizes the need to further democratize investing in 2025 by expanding market access and enabling more people to become investors. It highlights the importance of allowing current investors to access previously restricted parts of the market and touches on broader issues like retirement policy, energy, and tokenization. Mr Fink states that a goal of his is to ensure that more people can own a meaningful stake in economic growth, addressing economic disparities and fostering broader prosperity.
European developments
‘Anti-Woke’ in the U.S., DEI at Home: the New Playbook for European Companies
The Wall Street Journal reports that companies with operations on both sides of the Atlantic are adjusting their diversity, equity, and inclusion (DEI) policies based on regional differences. Some companies are excluding the U.S. from global DEI commitments or removing specific terms like LGBTQ from their American websites and reports to avoid unwanted attention from the Trump administration. However, this approach poses significant regulatory risks and potential reputational backlash in Europe.
US listings often fail to boost European companies’ valuations
The Financial Times reports that European companies that have listed on US stock markets since 2016 often do not experience an increase in valuations, contradicting claims that a US presence guarantees higher share prices. An analysis of 12 companies revealed that valuations fell for half, with no significant increase in analyst coverage, although two-thirds saw improved liquidity. The trend has prompted several companies, including TP ICAP and Ashtead, to consider or pursue US listings, attracted by the potential for higher earnings multiples despite recent market volatility.
Europe Waters Down Flagship Climate Accounting Policy
The Wall Street Journal reports that “The European Union has decided to simplify its climate-accounting policies due to pushback from member states and companies, who argued that the new rules would increase costs and reduce competitiveness. As a result, many reporting requirements have been dropped, weakened, or postponed, with the aim of creating a more favorable business environment and saving an estimated €6.3 billion2. This move has been met with criticism from environmental groups, who believe it undermines sustainability efforts and corporate accountability.”
UK
Resist the ‘myths’ of New York, London Stock Exchange warns UK firms
The Times reports that the LSE is intensifying its efforts to prevent companies from listing their shares in New York by addressing the misconceptions about the US market. In a detailed analysis sent to bankers and potential IPO candidates, the LSE highlights the risks of choosing New York over London, such as increased exposure to litigation and higher fees. This campaign comes as several major listings, including Shein and Verisure, are up for grabs.
Top UK pension fund pulls £28bn from State Street over ESG retreat
The Financial Times reports that the People’s Pension, one of the UK’s largest pension funds, has withdrawn £28bn from State Street due to its retreat from ESG investing, opting instead for Amundi and Invesco to manage its assets with a focus on responsible investment. This decision highlights a growing divide between US and European asset managers regarding sustainability and responsible investment practices.
Plus500 bosses share $10m in pay despite shareholder revolt
The Times reports that the two top executives at Plus500, David Zruia and Elad Even-Chen, received about $10 million in salary and bonuses for 2024, despite a shareholder revolt over executive pay. Both were awarded the maximum performance-related annual bonus and full vesting of share awards under the company's long-term incentive plan. This marks the third consecutive year that Plus500 shareholders have rebelled over executive remuneration.
UK watchdogs scrap diversity and inclusion rules for financial firms
The Financial Times reports that Britain's top two financial regulators, the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA), have decided to abandon plans for stricter diversity and inclusion rules due to criticism from politicians and businesses. This decision is part of a broader trend influenced by government pressure to support economic growth, and it mirrors similar retreats by US companies from diversity initiatives. The regulators will instead support voluntary industry initiatives and remain alert to the risks of groupthink within firms.
Germany
Deutsche Bank’s highest-paid employee in line to earn nearly twice as much as chief
The Financial Times reports that Deutsche Bank saw a significant increase in investment banking profits, leading to a 25% rise in the overall bonus pool to €2.5bn. The highest-paid employee earned up to €18mn, nearly double the salary of CEO Christian Sewing, whose pay increased by 12% to €9.8mn. Despite some setbacks, including litigation charges and higher loan losses, the bank expects growth in all business units and a moderate economic recovery in the Eurozone.
US activist Elliott takes 5% stake in RWE
The Financial Times reports that Hedge fund Elliott Management has taken a nearly 5% stake in RWE, urging the German energy group to increase and accelerate its share buyback program. Elliott welcomed RWE's recent decision to reduce capital expenditure on renewables, but criticized the company's lack of clarity on boosting shareholder returns. RWE's shares have gained 3% over the past year, and the group reported 2024 earnings of €5.7bn.
France
CAC 40: in ten years, the weight of large family dynasties in shareholding has doubled
Les Echos reports that “Over the past decade, the influence of large family dynasties in the CAC 40 has doubled. Families like Arnault, Hermès, and Bettencourt Meyers now hold more than 21% of the capital of companies in the Paris index as of the end of 2023. This trend highlights the unique nature of French capitalism, where several families control or own significant portions of large groups.”
Netherlands
On March 17, 2025 the Dutch Minister of Economic Affairs has appointed a new Monitoring Committee Corporate Governance Code
The Dutch Minister of Economic Affairs appointed a new Monitoring Committee Corporate Governance Code on March 17. The committee consists of eight members, including Mr. Rob van Wingerden as chairman. The Monitoring Committee oversees the development of Dutch Corporate Governance Code, which focuses on promoting good governance at listed companies by regulating relationships between the management board, supervisory board, and shareholders.
Italy
Italian and Chinese shareholders in Pirelli clash over governance
Reuters reports that the Chinese and Italian shareholders in Pirelli are at odds over the group's governance, with China's state-owned Sinochem, the largest investor, potentially hindering Pirelli's plans to expand in the U.S. Washington's crackdown on Chinese technology in the automotive industry and ongoing discussions to reduce Sinochem's influence on Pirelli are key factors in this conflict. A final decision on Sinochem's control is expected during Wednesday's board meeting.
Banco BPM – Anima, the ECB decision on the Danish Compromise is coming:
Milano Finanza reports that Unicredit CEO Andrea Orcel has put the brakes on the Banco Bpm takeover bid due to uncertainty over the granting of the Danish Compromise. The European Central Bank (ECB) is expected to soon express its opinion on the matter, and Orcel has indicated that Unicredit may increase its offer if more value is found. Despite the negative developments, the deal still makes strategic and industrial sense.
Shareholders in company AGMs: owners, not hecklers
Il Sole24Ore reports The Milleproroghe decree, as approved by Parliament, extends the possibility of holding corporate meetings behind closed doors for the current year. This means that participants must attend through a delegated representative chosen by the Board of Directors. Although the capital law already allows companies to make this choice, a change in the statute is required.
Esg, more sustainability in compensation of CEOs but with vague criteria
Il Sole24Ore reports that from 2018 to 2022, the practice of linking CEO remuneration to ESG factors has become widespread in major EU countries. In 2022, nearly 90% of companies expected part of the variable remuneration to depend on ESG objectives. Despite the growing emphasis on sustainability, the criteria for these compensations remain vague.
Spain
Sabadell Shareholders Back CEO Reappointment Amid BBVA Hostile Takeover Bid
The Wall Street Journal reports that Banco de Sabadell shareholders have re-elected Chief Executive Cesar Gonzalez-Bueno Mayer as executive director to fend off a hostile takeover bid by BBVA. Sabadell plans to boost its returns to shareholders in 2024 and 2025 to €3.3 billion, up from a previous target of €2.9 billion. The takeover bid by BBVA is still pending approval from Sabadell's shareholders and Spanish regulators.
La Caixa Foundation and Criteria relocate their headquarters to Cataluña. (“La Fundación La Caixa y Criteria vuelven a situar su sede en Cataluña”)
Expansión reports that the Fundación Bancaria La Caixa has decided to move its headquarters and that of its holding company, CriteriaCaixa, back to Barcelona from Palma de Mallorca. This decision was influenced by the improved political and social climate in Catalonia and the recent election of Salvador Illa as the president of the Generalitat. The move does not involve relocating employees or corporate services, as most have remained in Barcelona.
Santander signs Goldman Sachs and Barclays to launch Ebury Partners' IPO (“Santander ficha a Goldman Sachs y Barclays para lanzar la salida a Bolsa de Ebury Partners”)
Expansión reports that Ebury Partners, a fintech company founded by Juan Lobato and Salvador García, is preparing for an IPO on the London Stock Exchange in late May or June, aiming for a valuation of around €3 billion. The company, with Santander as its largest shareholder, has selected several banks, including Goldman Sachs and Barclays, to manage the transaction. Ebury generated £220.6 million in revenue last year and plans to attract investors with a roadshow in late spring.
North American developments
United States
Delaware set to soften governance laws on threat of corporate exodus
The Financial Times reports that Delaware is set to adopt sweeping changes to its governance laws to make it more hospitable to billionaire-led companies like Tesla and Facebook. The new legislation, which limits shareholder lawsuits and creates safe harbours for transactions, aims to prevent companies from relocating to more lax jurisdictions. Critics argue that the changes, dubbed the "billionaire's bill," will allow powerful CEOs to engage in self-dealing with reduced threat of shareholder lawsuits.
Proxy adviser Glass Lewis sticks with diversity guidance, will flag risks
Reuters reports that Proxy adviser Glass Lewis will continue to consider boardroom diversity when advising how to vote at U.S. company annual meetings, despite a wave of retreat by U.S. corporations from their diversity, equity, and inclusion (DEI) efforts. Glass Lewis plans to be clearer about the counter argument for critical vote recommendations to help clients avoid rising political risks. This decision follows a review of its policies and stands in contrast to rival Institutional Shareholder Services, which recently announced it would no longer consider diversity in its boardroom recommendations.
For CEOs, $100 Million Pay Packages Are Disappearing
The Wall Street Journal reports that In 2024, CEO compensation at major U.S. companies continued to rise, with more than half of S&P 500 CEOs earning at least $16.4 million, up from $15.9 million in 2023. Despite the increase, no CEO received a $100 million pay package for the first time in a decade, marking a shift from the stock-heavy "moonshot" pay deals popularized by Elon Musk. The highest-paid CEO was Brian Niccol of Starbucks, earning $95.8 million, largely due to equity and cash compensations.
Anti-ESG groups intensify activism early in 2025 proxy season
CFO Dive reports that in the 2025 proxy season, groups opposed to environmental, social, and governance (ESG) initiatives at U.S. companies have increased their activism, submitting 20% of all shareholder proposals, up from 15% last year. This trend is expected to intensify, driven by political opposition and recent actions by President Donald Trump, including an executive order to shut down diversity, equity, and inclusion (DEI) initiatives. Companies like Meta, Walmart, and Citi have already altered or abandoned their DEI programs in response to this pressure.
Apple shareholders snub Trump’s anti-DEI push, rejecting a proposal to scrap diversity programs
Fortune reports that The National Center for Public Policy Research proposed that Apple should follow other high-profile companies in retreating from diversity, equity, and inclusion (DEI) initiatives. Despite this, Apple shareholders rejected the proposal, and CEO Tim Cook reaffirmed the company's commitment to diversity while acknowledging potential adjustments due to changing legal landscapes. Cook also highlighted Apple's plans to invest $500 billion in the U.S. and create 20,000 jobs over the next five years.
APAC developments
Japan
Japanese companies pitch reforms as buybacks fail to placate investors
The Financial Times reports that Japan's biggest companies are undergoing significant corporate governance reforms, including board restructuring and asset sales, to address shareholder demands. Companies like Toyota, Seven & i Holdings, and Panasonic are making changes to improve management oversight and profitability, moving beyond traditional share buybacks. This shift reflects a broader trend in Japan's corporate governance, driven by government, stock exchange, and regulatory initiatives.
Japan's MUFG to leave climate banking alliance amid Trump-driven exodus
Nikkei reports that Japan's Mitsubishi UFJ Financial Group (MUFG) plans to withdraw from the Net Zero Banking Alliance, an international framework supporting decarbonation efforts. This decision follows similar exits by Sumitomo Mitsui Financial Group and Nomura Holdings, amid backlash in the U.S. against ESG initiatives. The alliance, convened by the United Nations, promotes investment and lending in projects aligned with the goal of reducing greenhouse gas emissions to net zero by 2050.
South Korea
Korean firms on alert as shareholder activism hits record levels
The Investor reports that South Korean listed companies are increasingly wary of the growing influence of minority shareholder activism, fearing it could lead to excessive management interference and short-term profit-driven demands. A survey by the Korea Chamber of Commerce and Industry revealed that shareholder engagement has intensified, with individual shareholders now taking the lead in influencing corporate governance. Companies are concerned about the potential consequences of proposed amendments to the Commercial Act, which may provide a legal basis for excessive shareholder activism.
Hong Kong
Hong Kong’s SFC Seeks Disqualification and Compensation Orders Against Former Board of 3DG Holdings
LeapRate reports that the Hong Kong Securities and Futures Commission (SFC) has launched legal proceedings against eight former directors of 3DG Holdings (International) Limited, formerly known as Hong Kong Resources Holdings Company Limited, for allegedly failing to prevent the misappropriation of HK$74.4 million in corporate funds. The SFC is seeking disqualification orders to bar the directors from serving in corporate roles and compensation orders to recover the lost funds. The directors named in the case include Xu Zhigang, Wu Xiaolin, Wilfred Lam Kwok Hing, Zhao Jianguo, Dai Wei, Loke Yu, Anthony Fan Ren Da, and Xu Xiaoping.
Hong Kong on fast track to emerge as green finance hub
China Daily reports that as Hong Kong aims to become Asia's green finance hub, large publicly accountable entities listed on the Hong Kong Stock Exchange must comply with international sustainability standards by 2028. However, more than half of these companies struggle to fully track their carbon footprint, and a shortage of environmental expertise threatens the city's green aspirations. The phased approach to aligning corporate sustainability reporting with the ISSB Standards begins this year, with mandatory compliance for major firms by 2026.
Australia
Bank, super boards the target of APRA’s new director rules
The Australian Financial Reivew reports that the Australian Prudential Regulation Authority (APRA) has proposed new rules that would give it more power over succession planning and limit board tenure to a decade. These rules target directors of banks, insurance companies, and super funds, and have been met with accusations of overreach by the directors. The aim is to enhance governance and ensure fresh perspectives on boards.
Active Super to pay $10.5m for greenwashing
FS Sustainability reports that Active Super has been fined $10.5 million for greenwashing, misleading members about its ESG credentials by falsely claiming to avoid investments in Russian companies, mining, and tobacco. The Federal Court found that the super fund's misrepresentations enhanced its reputation and ability to attract investors, but caused investors to lose confidence in ESG programs. ASIC's deputy chair, Sarah Court, emphasized that this significant penalty sends a strong message to companies making sustainable investment claims.
Australia’s top-paying companies among worst pay gap culprits
The Australian Financial Review reports that the best-paid workers at some of Australia's top companies are still overwhelmingly men earning million-dollar salaries, as industries such as finance and construction struggle to close the gender pay gap. Using the latest salary data from the Workplace Gender Equality Agency, The Australian Financial Review has identified 24 companies where the top 25 percent earners were paid more than $1 million a year in 2023-24, including Goodman Group, IFM Investors, Morgan Stanley, and UBS.
Trump won’t hurt Australia’s net zero investment but uncertainty might
The Australian Financial Review reports that Donald Trump's return to the White House is not expected to derail Australia's energy transition, but policy uncertainty in the country is making it harder to invest. Senior energy industry figures, including Climate Change Authority chairman Matt Kean, have criticized Coalition policies, describing its nuclear plans as a "fantasy" and its uncertainty on climate targets as "chilling" to investment.