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Georgeson
Georgeson Monthly Roundup - March 2021
Activism
global
europe
north america
asia
australia
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Latest Georgeson publications

Georgeson client memo about The rise of voluntary Say-on-Climate proposals (UK & Europe)

At least 13 companies in Europe and the UK (and more elsewhere) have announced that they will put forward board-sponsored advisory resolutions on their climate disclosures and action plans at their 2021 and 2022 Annual General Meetings. These are commonly referred to as “Say on Climate” votes. This memo covers the proposals announced by European companies so far, as well as the relevant proxy advisor recommendations (where available).

If you would like to receive a copy of this client memo please contact your usual Georgeson account manager.

Computershare and Georgeson released their Australia 2021 AGM Intelligence Report

Computershare fulfils the registry needs of 50% of the ASX200 and in 2020 managed over 2200 virtual and hybrid meetings across the globe. Our expertise enables us to provide in-depth insight into the AGM landscape. This report analyses the AGMs that Computershare helped to deliver in Australia throughout 2020.

Click here for the highlights and read the full report here.

Georgeson’s Review of the 2020 Indian AGM season

We are presenting a thorough analysis of the 2020 AGM season focusing over the 50 companies comprising the NIFTY 50 index. Our local expertise, thorough investor engagement and client support allow us to highlight the issues and trends which will be of interest to both companies and investors. The main local proxy advisory firms (IiAS, SES and InGovern) all decided to contribute to this analysis by providing us their huge expertise and knowledge.

Download the full report here.

Georgeson’s Review of the 2020 Japanese AGM season

In Japan Director Elections were the most contested resolutions in 2020, followed by Audit and related proposals. 2020 was also marked by the publication of the Revised Corporate Governance Code and must be highlighted that the number of signatories to the Stewardship Code has increased from 127 in 2014 to 280 last year.

Download the full report here.

In the media


The Corporate Counsel Business Journal  article on Diversity and the 2021 AGM Season Corporate Counsel Business Journal

Georgeson’s Brigid Rosati is featured in the Corporate Counsel Business Journal. “Investors have continued to show an interest in diversity in recent years, and 2021 is proving no exception. While past years have particularly focused on gender on boards and executive management, ongoing social unrest and protests over racism have catalyzed an expanded view to include race, ethnicity and workforce diversity.”

Read the article here.

Agenda article ‘A Wild Season’ — Surge in Support On Tap for E+S”

Hannah Orowitz, managing director of corporate governance at Georgeson, notes that the increasing support for shareholder proposals related to E+S could significantly swing vote results this proxy season. [...] “It’s going to be a wild season,” Orowitz says.

Read the article here.

Recent events

Presentation of the 6th Edition of the “Observatorio de la Inversión ESG”

Georgeson and Club de Excelencia en Sostenibilidad collaborated to produce the 6th Edition of the “Observatorio de la Inversión ESG”. The report was presented at an online event which took place on March 5 and was organized by the Club de Excelencia en Sostenibilidad and Georgeson. Among the most shared conclusions: “Institutional investors will evaluate more strictly the sustainability performance of the Ibex this year 2021”.

Read the report here.

Watch the presentation here (in Spanish) (Password for the recording: cW+4*e&Y).

Shareholder Activism
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Global
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Europe
Pan-European developments
  • The Wall Street Journal reports that ESG Disclosure Rules From Europe Challenge U.S. Fund Managers: https://www.wsj.com/articles/esg-disclosure-rules-from-
    europe-challenge-u-s-fund-managers-11616405401
    “Scores of U.S. fund managers are being forced to comply with sweeping new European rules on climate and other sustainable-finance issues, requiring them to disclose the potential harm their investments could do to the environment and society. Fund companies including Vanguard Group, BlackRock Inc. and State Street Corp. that sell investment products in the European Union come under the new rules that took effect this month, though details are still being finalized. ‘There are many issues to be resolved, it is causing anxiety,’ said Rick Lacaille, global lead for environmental, social and governance investing at State Street, whose SPDR exchange-traded funds are some of the most popular. Surging investor appetite for green investments means that rules on disclosure, both for traditional funds and those that call themselves sustainable, will become increasingly important. In the U.S., the Biden administration is taking the first tentative steps toward imposing similar rules. The Securities and Exchange Commission already is focusing on climate-related disclosures by companies. While any big changes will take years, they could change the way companies disclose information about diversity, carbon emissions and worker pay.”

  • Responsible Investor reports that European Parliament backs sustainable corporate governance legislation blueprint: https://www.responsible-investor.com/
    articles/european-parliament-backs-sustainable-corporate-governance-legislation-blueprint
    “The Legal Affairs Committee of the European Parliament (JURI) has thrown its weight behind a report on sustainable corporate governance that could pave the way for a new corporate law framework informed by ESG factors in the European bloc.”
UK
France
  • Reuters reports that Danone board ousts boss Faber after activist pressure: https://www.reuters.com/article/us-danone-management-idUSKBN2B60PN “Danone said on Monday that Emmanuel Faber would step down as chairman and CEO, ejected by the group’s board after the Activia yoghurt maker faced growing calls from some shareholders to replace him.”
Germany
Netherlands
Switzerland
Nordics
Italy
Spain
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North America
United States
  • The SEC announces Enforcement Task Force Focused on Climate and ESG Issues: https://www.sec.gov/news/press-release/2021-42 “Consistent with increasing investor focus and reliance on climate and ESG-related disclosure and investment, the Climate and ESG Task Force will develop initiatives to proactively identify ESG-related misconduct.  The task force will also coordinate the effective use of Division resources, including through the use of sophisticated data analysis to mine and assess information across registrants, to identify potential violations.”

  • Reuters reports that U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule: https://www.reuters.com/article/us-usa-senate-proxy/
    u-s-senate-democrats-introduce-resolution-to-undo-trump-era-rules-
    that-curbed-shareholder-voting-rights-idUSKBN2BI2BS
    “U.S. Senate Democrats on Friday introduced a resolution to rescind a rule they say curbs shareholder voting rights, their second move aimed at unraveling business regulations introduced by former President Donald Trump’s administration.”

  • Yahoo! Finance reports on Shareholder Activists Accuse Kohl’s of Overcompensating Executives: https://finance.yahoo.com/news/shareholder-activists-
    accuse-kohl-overcompensating-213121706.html
    “Activist shareholders, already seeking to replace five board members at Kohl’s Corp., are now accusing the retailer of overpaying executives.”

  • The Harvard Law School Corporate Governance Forum hosts a piece on Introduction to Activist Stewardship: https://corpgov.law.harvard.edu/2021/03/01/
    an-introduction-to-activist-stewardship/
    “The time has come for “activist stewardship.” Simply put, this means putting the skills and techniques of activist hedge funds to work where a company’s financial performance is deteriorating and traditional engagement tools have failed to produce meaningful results to protect value and mitigate long-term risks, including recognizing the importance of environmental, social, and governance (ESG) risks.”

  • Reuters reports that SEC's Lee seeks more proxy vote details from powerhouse funds: https://www.reuters.com/article/us-usa-sec-idCAKBN2B928R “The acting chair of the U.S. securities regulator on Wednesday called for clearer disclosures on how asset managers cast the votes that dominate most corporate elections.”
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Asia
Japan
Korea
  • The Korea Herald reports that NPS exercises shareholder rights more often since adopting stewardship code: http://www.koreaherald.com/view.php?ud=20200205000443 “The National Pension Service has exercised its shareholder rights more actively since it adopted the stewardship code in 2018, said a local corporate tracker.”

  • The Korea Times reports that Online shareholder activism becomes new normal: https://www.koreatimes.co.kr/www/biz/2021/03/175_306350.html?gonw “One of the most notable features during the annual proxy season over the past month was that more websites were used to submit shareholder proposals to large businesses and to win support from other minority shareholders.”

  • The Deal reports on Activists Defeated at Kumho, LG: https://pipeline.thedeal.com/article/28bhuwuroi7uaic70lfy8/deal-news
    /activism/activists-defeated-at-kumho-lg
    “Activist investors at two major South Korean companies, Kumho Petrochemical Co. Ltd. and LG Corp., were defeated on Friday, March 26, though one insurgent argued its target manipulated the outcome. Park Chul-whan was unsuccessful at installing his dissident slate of five director candidates including himself onto the board of Kumho Petrochemical in a campaign that sought to cancel a big acquisition, hike dividends and possibly oust his uncle, chairman and CEO Park Chan-koo. In a statement, however, Chul-whan said Kumho ‘deliberately made the voting procedure for the annual general meeting notice ambiguous to mislead shareholders and steer voting results in favor of the company’s proposal.’”
Hong Kong
China
Taiwan
  • Taiwan News reports that Teco Group’s third generation successor Huang Yu Ren is ready for the battle for the management rights of TECO Group: https://www.taiwannews.com.tw/en/news/4141103 “PJ Group’s holding was reduced to 25.7% after the share swap in November last year, but remains as the single largest shareholder. Conversely, as PJ Group kept pushing forward, it resulted in the unity of the shareholders of the five major families of TECO.”
India
  • Bloomberg reports on Be More Active: SEBI To Passive Funds: https://www.bloombergquint.com/law-and-policy/be-more-active-sebi-to-
    passive-funds
    “Eleven years ago, almost to the date, SEBI ushered in a new era of stewardship by institutional investors when it mandated mutual funds to disclose how they voted on resolutions of investee companies. Funds were directed to disclose their overall voting policies and the actual exercise of their votes on matters of corporate governance, capital structure, managerial compensation, the appointment of directors etc. A few years later, SEBI asked funds to also disclose voting rationale—why they voted the way they did. Then came a stewardship code that underscored the responsibility of institutional investors. And now voting has been made compulsory. By all funds. On all resolutions.”
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Australia
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Contact
Daniele Vitale
Georgeson
Head of Governance UK & Europe > Corporate Advisory
daniele.vitale@georgeson.com
T +44 (0)20 7019 7034 M +44 (0)7747 697 136 F +44 (0)870 702 0158
Moor House, 120 London Wall, London EC2Y 5ET, United Kingdom
www.georgeson.com

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