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Georgeson Monthly Roundup - April 2021
north america
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Latest Georgeson publications

Georgeson Memo on FTSE 350 Contested Remuneration Report Votes.

This memo provides an overview of FTSE 350 remuneration report votes that received more than 20% opposition during the first quarter of 2021. We note that during the period January-March 2021 38 FTSE 350 companies held their AGM. Five of these issuers received more than 20% shareholder opposition to the approval of their remuneration reports.

If you would like to receive a copy of the memo please reach out to your usual contact within Georgeson.

Georgeson and Allen & Overy have published their "Strategic planning of takeover bids: a practical guide for the design of takeover bids and their analysis in the Spanish market 2017-2020".

Since 2017, a total of 24 takeover bids have been formulated in Spain, which means that in recent years a third of the takeover bids carried out since 2007 have been concentrated, the year in which the current regulations governing these bidding processes came into force. corporate acquisition. And it is possible to anticipate that it is a trend that is going to consolidate. Spanish listed companies are very attractive targets for an acquisition, also considering volatility and the impact on prices as a result of the current market situation.  https://www.georgeson.com/es/Pages/guia-planificacion-estrategica-OPAS-2017-2020.aspx

In the media

Georgeson’s Lorenzo Casale was interviewed by La Repubblica for an article on Unicredit shareholders split in two on the 7.5 million pay vote of the new to Orcel
da_7_5_milioni_del_nuovo_ad_orcel-296349197/ (in Italian)

Lorenzo is quoted saying: “If you want a Ronaldo you have to pay for it, even though the criteria chosen by the bank are out of alignment with the most recent demands of global shareholders.”

Etica News hosts a piece by Georgeson on Assemblee 2021, spopola il “Say on climate” (“2021 AGMS, Say on Climate is a hit”): https://www.eticanews.it/csr/assemblee-2021-spopola-il-say-on-climate/ (in Italian)

“Climate change gains space in shareholders' resolutions. In light of the results of the 2021 shareholders' meetings, Georgeson highlights the growth in shareholder vote on climate transition strategies. A favorable wind, on which to be careful: there is a risk that the board of directors will relinquish its responsibility”.

Georgeson was featured in Cinco Dias reports that Los grandes inversores atacan las políticas de remuneración del Ibex (“Big investors attack Ibex remuneration policies”) (in Spanish): https://cincodias.elpais.com/cincodias/2021/04/18/
mercados/1618761815_958014.html (in Spanish)

“The vast majority of Ibex companies opted last year to cut executive pay or suspend dividend payments to shareholders to share the efforts being demanded by employee workforce, mainly through redundancies, in the face of the economic crisis resulting from the coronavirus and the consequent reduction in revenues. However, while the markets applauded these decisions, for proxy advisors the actions did not go far enough, according to the Covid 19 executive remuneration report by proxy solicitor Georgeson.”

Next events

Georgeson webinar in collaboration with the Spanish Association of Investor Relations.

The webinar will focus on Sustainable Finance and ESG within the Board of Directors.

Register your attendance here.

Georgeson webinar Translating ESG Acronyms – what you need to know and prioritise?

The webinar will focus on Translating the alphabet soup of ESG acronyms and what you as company need to know and prioritise.

Register your attendance here.

Shareholder Activism
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Pan-European developments
  • La Vanguardia reports that Las grandes empresas estarán obligadas a aplicar planes de acción climática (Large companies will be obliged to implement climate action plans) (in Spanish): https://www.lavanguardia.com/natural/cambio-
    “Large Spanish companies (including those that are state-owned or have a state shareholding) will also be required to have climate action plans. Specifically, they will have to draw up and publish a plan to reduce greenhouse gas emissions. This is included in one of the latest amendments to the Climate Change law. The aforementioned law has been approved in Congress (in the Ecological Transition Commission) and will be sent to the Senate for final ratification. If no new amendments are accepted in the Senate, the law will be approved in about 20 days.”

  • Energy News reports that Iberdrola lanza el mayor programa de pagarés sostenibles en España por 5.000 millones de euros (“Iberdrola launches the largest sustainable promissory note program in Spain for 5,000 million euros) (in Spanish): https://www.energynews.es/iberdrola-programa-de-pagares-sostenibles-
    “The Spanish group has launched the largest program of sustainable promissory notes for a Spanish company, with a maximum balance of 5,000 million euros and introducing an important new: all commercial paper will be linked to indicators related to the three ESG axes.”

  • La Informacion reports that El 'proxy' europeo pondrá el foco en las retribuciones y la separación de poderes (“The European 'proxy' will focus on remuneration and the separation of powers”) (in Spanish): https://www.lainformacion.com/
    “Proxinvest will require listed companies to detail the changes in remuneration, bonuses and incentive plans of the leadership and the existence of a true differentiation between CEO and president.”
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North America
United States
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Hong Kong
  • Hong Kong Stock Exchange publishes consultation paper on review of corporate governance code and related listing rules: https://www.hkex.com.hk/
    “The proposals include new measures aimed at further enhancing corporate governance standards among listed issuers in Hong Kong, specifically in the areas of corporate culture, director independence, diversity, and in Environmental, Social and Governance (ESG) disclosures and standards.”

  • Ashley Alder, CEO of SFC delivered a new Speech at the Eurofi High Level Seminar 2021 entitled “Corporate sustainability disclosure standards: https://www.sfc.hk/-/media/EN/files/ER/CEO_Eurofi-Speech_15-Apr-2021.pdf “Environmental, social and governance (ESG), and especially climate, is now one of the dominant themes for global regulators and progress has accelerated at an astonishingly rapid pace this year.”
  • The Indian Economic Times reports that Sebi asks institutional investors to follow 'transparent' Stewardship Code: https://economictimes.indiatimes.com/markets/stocks/news/sebi-asks-
    “Capital markets regulator Sebi on Tuesday asked institutional investors like banks, insurance companies and pension funds to follow 'transparent' Stewardship Code in order to be truly accountable to their clients and beneficiaries. The institutional investors should act as a counter force to any unwanted decision being pushed in the board which may not be in the interest of all stakeholders, Sebi chairman Ajay Tyagi said at a virtual event organised by industry chamber CII on corporate governance.”
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Australia & New Zealand
New Zealand
  • News Trust reports that New Zealand introduces climate change law for financial firms in world first: https://news.trust.org/item/20210412215324-ltw9o/ “Around 200 of the country's biggest companies and several foreign firms that meet the NZ$1 billion threshold will come under the legislation.”
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Daniele Vitale
Head of Governance UK & Europe > Corporate Advisory
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

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