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Georgeson Monthly Roundup - July 2021
north america
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In the media

US – Georgeson’s Hannah Orowitz was quoted by IR Magazine

Georgeson’s Hannah Orowitz is quoted saying that this proxy season “has already produced a number of unprecedented results. Shareholders have demonstrated a marked and decisive shift in their willingness to use proxy votes to express their views regarding ESG risks and opportunities, resulting in more environmentally and socially focused shareholder proposals – and greater support for them.” Read the full article here.

Spain – Georgeson’s Claudia Morante was quoted in El Economista (in Spanish).

ln an article dedicated to the remuneration of senior executives and directors of the IBEX 35, El Economista reports that “In the Remuneration Webinar organized by Georgeson, Cuatrecasas and Willis Towers Watson Georgeson’s corporate governance expert Claudia Morante and Head of Corporate Governance opines that ‘Institutional investors have put the spotlight on compensation increases, which have become particularly relevant in the 2021 AGM season’.”

Read the full article here.

US – Georgeson’s Hannah Orowitz was quoted by StrategicCFO360

Speaking about the findings of Georgeson’s white paper on ESG and Today’s Investors which focuses on the myriad of ESG rating agencies and frameworks, our own Hannah Orowitz is quote saying that “Obviously, there’s a lot of frustration within companies on all the different ESG data providers, standards and frameworks out there; companies aren’t sure where to start.”

Read the full article here and download the white paper here.

Spain - Georgeson’s Carlos Saez penned an article for Revista Emisores (in Spanish)

Georgeson’s Carlos Saez penned an article on say on climate resolutions in Spain for Consenso del Mercado. “Climate change has become one of the hot topics of the 2021 Board season. There is a general consensus among the large institutional investment community that climate change will have a direct impact not only on the environment but also on global financial markets.”

Read the full article here.

Recent events

Italy –  Assonime’s webinar on Listed Companies Engagement with Investors: Practices and Policies

Georgeson’s Head of Governance for Italy, Francesco Surace, participated as a speaker at the Assonime’s webinar on Listed Companies Engagement with Investors and presented the result of survey on several investors to establish their view on best practices when engaging with investee companies.

You can access the webinar here.

Spain – Georgeson, Cuatrecasas and Willis Tower Watson webinar on the 4th Edition of the Observatory on the remuneration of directors and senior management (in Spanish)

The Remuneration Webinar organised by Georgeson, Cuatrecasas and Willis Towers Watson took place on 15 July, in which the most topical issues regarding the remuneration of directors and senior executives of listed companies were analysed from the regulatory, issuer, institutional investor and proxy advisor perspectives.

You can watch the full video via the following link.

Shareholder Activism
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Pan-European developments
  • The AFEP has published its position on the proposed Corporate Sustainability Reporting Directive (CSRD): https://afep.com/en/publications-en/afep-position-on-the-corporate-sustainability-reoprting-csrd/ “Large French companies consider that the Directive should: (1) Cover all non-European companies offering goods and services in the EU above a certain threshold of turnover, and not only non-EU companies listed in the EU or large non-EU subsidiaries based in the EU; (2) Leave companies free to set appropriate targets according to their sector and activity, and not systematically require them to publish forward-looking information; (3) Limit the information requirement on intangibles (human, social, intellectual capitals…) to qualitative information rather than quantitative information; (4) Not anticipate the content of the future proposal for a European due diligence which is to be specified in a dedicated future text; (5) Ensure the compatibility of the future EU reporting standard with international requirements and its coherence with the existing European legislation on sustainable finance; (6) Clarify the requirements on digitalisation, it being specified that only quantitative information can be “tagged” like the IFRS consolidated financial statements; (7) Not extend the missions of the audit committee to extra-financial reporting.”  The full position paper can be found here: https://afep.com/wp-content/uploads/2021/07/PositionAfep-CRDS-EN.pdf
  • Il Sole 24 Ore reports that Mediobanca, Caltagirone sale ancora e prenota il 5% (“Mediobanca, Caltagirone rises in the shareholding and books 5% of the shares”) (In Italian): https://www.ilsole24ore.com/art/mediobanca-caltagirone-sale-ancora-e-prenota-5percento-AEOZEIY “A lot of liquidity to invest and a goal: to rebuild the historical position in the banking sector that has seen him in the capital of BNL, MPS and UniCredit. These would be the key reasons that would have pushed Francesco Gaetano Caltagirone in these hours to rise in Mediobanca of which the entrepreneur now holds just under 3% but soon could go beyond 5%.”

  • Eticanews report on Assonime: Azionisti, i 7 principi di Assonime (“Shareholders, the 7 principles of Assonime”) (In Italian): https://www.eticanews.it/csr/azionisti-i-7-principi-di-assonime/ “The document outlines roles and responsibilities in setting policy and managing dialogue consistent with the functions and duties that the Code assigns to the various players in the governance system.”

  • Euronext launches the MIB ESG Index: https://www.borsaitaliana.it/notizie/italian-factory/lifestyle/euronext-launches-mib-esg-index.htm “In October 2021, there will be the launch of the MIB ESG Index, the first blue-chip index for Italy dedicated to ESG best practices.”

  • Milano Finanza  reports on Mediaset, Fininvest oltre il 50% con il 5% di Vivendi (“Mediaset, Fininvest over 50% with 5% from Vivendi”) (in Italian): https://www.milanofinanza.it/news/mediaset-fininvest-oltre-il-50-con-il-5-di-vivendi-202107221845221810 “[T]he holding company chaired by Marina Berlusconi acquired the 5% of Mediaset's capital held directly by the second largest French shareholder, at the price of 2.70 euros per share (taking into account the ex-dividend and the related payment). With this stake, Fininvest returns after 16 years to own more than 50% of the voting rights (50.99%) of the Biscione.”
  • Compromiso Empresarial reports that Aenor, The Spanish Association for Standardization and Certification, launches the first certification of a Good Corporate Governance Index (“Aenor lanza la primera certificación de un Índice de Buen Gobierno Corporativo”) (in Spanish): https://www.compromisoempresarial.com/transparencia/2021/07/aenor-lanza-primera-certificacion-indice-buen-gobierno-corporativo/ “The certification, which is based on European legal regulations and the Good Governance Code of the National Securities Market Commission (CNMV), uses standardized metrics that measure the degree of compliance in Good Governance based on nine variables, 41 indicators and various evaluation criteria; identifying the actions to improve the governance of a company and the impact of the implementation of each one of them.”

  • Grenergy became the first Spanish listed company to incorporate the so-called “loyalty shares” (Now Shareholders who have been in Grenergy for 2 years will vote double): The results of the general meeting of shareholders, held at first call on 29 June 2021, in which this item has been approved can be found here: https://www.cnmv.es/portal/verDoc.axd?t={c0b902da-e1d1-405d-9b4a-2ceafd092b53}
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North America
United States
  • The Wall Street Journal reports Bill Ackman Drops SPAC Plan for Universal Music Deal: https://www.wsj.com/articles/ackman-spac-decides-against-buying-10-stake-in-universal-music-group-11626678453 “Mr. Ackman said his investment firm, Pershing Square Holdings Ltd., would instead take a stake in Universal and become a long-term investor in the company. The U-turn is a setback for Mr. Ackman, who crafted a first-of-its-kind pact that set it apart from a wave of other deals orchestrated recently by special-purpose acquisition companies.”

  • IR Magazine reports Say-on-climate proposals used by some to simply appear progressive, warns SquareWell: https://www.irmagazine.com/reporting/say-climate-proposals-used-some-simply-appear-progressive-warns-squarewell. “A growing number of companies are proactively adopting say-on-climate (SoC) votes, but shareholder advisory firm SquareWell Partners warns that some – particularly in carbon-intensive industries – are doing so in a bid to appear more progressive than their peers.”

  • The Deal reports Former President Clinton on Board of New SPAC : https://pipeline.thedeal.com/article/28tly8tesetgxxhmw3gu8/deal-news/spacs/former-president-clinton-on-board-of-new-spac. “The 42nd president is one of three independent directors on the board of TortoiseEcoFin Acquisition Corp. III (TRTL), a special purpose acquisition company that went public Monday, July 19, in a $300 million initial public offering. The newly public vehicle is focused on energy and sustainability.”

  • The New York Times reports Robinhood’s Guinea Pig for Upending Public Offerings: Itself: https://www.nytimes.com/2021/07/21/technology/robinhood-ipo.html. “The stock trading app is opening its initial public offering and investor presentations to everyday investors. The risks are significant.”

  • FundFire reports Managers Compete to Source ESG Leaders from Limited Talent Pool: https://www.fundfire.com/c/3257504/412454/managers_compete_source_leaders_from_limited_talent_pool. “Asset managers are increasingly seeking senior leaders to head environmental, social and governance efforts, sourcing the scarce talent from a variety of places — internally, from other asset management firms and across other industries — amid tough competition for experienced candidates.”

  • Pensions&Investments reports Chamber criticizes SEC decision not to enforce proxy rules : https://www.pionline.com/regulation/chamber-criticizes-sec-decision-not-enforce-proxy-rules. “The U.S. Chamber of Commerce criticized the SEC in a letter Monday for its decision not to recommend enforcement actions related to rule amendments adopted in 2020 governing proxy advisory firms. "The abrupt decision to suspend enforcement of the rule appears to be an effort to placate the proxy advisor oligopoly and a minority of activists that wish to preserve the status quo," Tom Quaadman, executive vice president of the Chamber's Center for Capital Markets Competitiveness, said in a letter to SEC Chairman Gary Gensler. "The decision is void of any evidence or methodical arguments for why nonenforcement is in the best interest of investors."”

  • AdvisorHub reports SEC Commissioner Peirce Warns Again Against ESG Disclosure Requirements: https://www.advisorhub.com/sec-commissioner-peirce-warns-again-against-esg-disclosure-requirements/. “The new Chairman at the Securities and Exchange Commission has recently warmed up to environmental, social and governance disclosure requirements for publicly traded companies. But one SEC commissioner on Tuesday revived her concerns that those would go beyond the agency’s remit, and that large asset managers, lawyers, consultants, ESG rating agencies, and even the corporate issuers of securities could exploit the rule to boost profit at the expense of investors.”

  • The Deal reports SEC Puts 13D in Its Crosshairs: https://pipeline.thedeal.com/article/28tgme2vsl7m0us6t55hc/deal-news/features-and-commentary/sec-puts-13d-in-its-crosshairs. “Chair Gary Gensler says the agency should consider faster disclosures for activist accumulations, but corporations and investors are at odds over the idea.”

  • IR Magazine reports Sustainable investments hit 35.9 percent of all assets, notes research: https://www.irmagazine.com/esg/sustainable-investments-hit-359-percent-all-assets-notes-research. “Drawing on data from the US, Canada, Japan, Australasia and Europe, the GSIA says sustainable investments accounted for 35.9 percent of total assets under management at the start of 2020, compared with 33.4 percent in 2018. In terms of value, sustainable investments at the beginning of 2020 stood at $35.3 tn, a rise of 15 percent over the previous two years, says the organization.”

  • Sidley Austin reports FINRA Announces Impending Special Purpose Acquisition Company Sweep : https://www.sidley.com/en/insights/newsupdates/2021/07/finra-announces-impending-special-purpose-acquisition-company-sweep. “CEO Robert Cook announced the self-regulatory organization’s plan to conduct a series of targeted reviews into special purpose acquisition companies or SPACs. Speaking at the Securities Industry and Financial Markets Association’s virtual summit, Cook said FINRA is in the “early stages of preparing some targeted sweeps” to address the latest trends affecting financial markets, such as SPACs, “finfluencers” (social media influencers giving financial advice), and options account openings by unsophisticated investors.”

  • The Financial Times reports that Microsoft shareholders call for a right to repair: https://www.ft.com/content/078b188e-d533-40a5-893c-f23f285e53f5 “Plus, Iosco ESG asset management report, young consumers favour low prices over sustainability and more.”
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Hong Kong
  • The South China Morning Post reports that HKEx proposes to require all listed companies to appoint at least one woman director to improve diversity of skills, background and personal strengths of boards: https://www.scmp.com/news/hong-kong/society/article/3138767/women-boards-quota-proposal-gains-support-hong-kong “Out of 2,550 listed companies, about a third have all-male boards. The rest have at least one woman board member, according to the Hong Kong Exchanges and Clearing. During the exchange’s consultation period which ended last week, women executives and industry groups supported the idea, calling the city’s glacial progress on boardroom gender diversity an embarrassment. But critics argued that companies must have the best mix of skills and experience on their boards, regardless of gender.”

  • AsianInvestor reports that How Hong Kong’s eroding press freedom will affect its investing appeal: https://www.asianinvestor.net/article/how-hong-kongs-eroding-press-freedom-will-affect-its-investing-appeal/470652? “There is little sign that new restrictions to press freedom had in any way impacted the city's financial markets, but the longer-term ramifications could prove very damaging.”

  • The South China Morning Post reports Hong Kong-listed companies added women to boards in 2020 at highest rate in four years: https://www.scmp.com/business/banking-finance/article/3136473/hong-kong-listed-companies-added-women-boards-2020-highest “Hong Kong’s biggest listed companies added women to their boards in 2020 at their highest level in four years, global recruitment firm Heidrick & Struggles said. The top 50 companies on the Hang Seng Index filled 24 per cent of their 42 open director seats with women last year, according to the latest Heidrick & Struggles board monitor report. That compared with just 6 per cent in 2019, 5 per cent in 2018, and 20 per cent in 2017.”

  • Ashley Alder, CEO of the Securities and Futures Commission of Hong Kong, delivered a speech at City Week 2021 entitled The emerging global framework for climate change regulation: https://www.sfc.hk/-/media/EN/files/COM/Speech/CEO-at-CityWeek_20210623_Eng.pdf “For some time, regulators have drawn attention to problems with the consistency, availability and reliability of the information needed for investors to incorporate climate into their decisions. This goes hand-in-hand with concerns about greenwashing. More recently, there has been a substantial increase in the amount of publicly-available climate-related corporate information, standards and ratings. This has made it even harder to make sense of what has become another form of information overload.”

  • SFC publishes new guidance on ESG fund disclosures: https://apps.sfc.hk/edistributionWeb/gateway/EN/circular/products/product-authorization/doc?refNo=21EC27 “The Securities and Futures Commission (SFC) today issued a circular to provide guidance to management companies of SFC-authorised unit trusts and mutual funds on enhanced disclosures for funds which incorporate environmental, social and governance (ESG) factors as a key investment focus.”
  • The Financial Times reports that LGIM denies ‘greenwashing’ over ESG China bond ETF: https://www.ft.com/content/037f00d7-c723-4077-9922-456793cccede “The Legal & General fund invests in issuers that are 100% owned by the Chinese state.”

  • FinanceAsia reports that Why Didi’s crackdown signals a bumpy ride for Chinese deals heading to New York: https://www.financeasia.com/article/why-didi8217s-crackdown-signals-a-bumpy-ride-for-chinese-deals-heading-to-new-york/471210? “Beijing has modified capital market rules to nurture home-grown innovators looking to go public. But the probe against Didi may signal an inflection point that brings deals back from overseas.”

  • China Daily reports that PBOC to guide funds toward green-edged ESG investments: http://en.ce.cn/main/latest/202107/27/t20210727_36753607.shtml “China's central bank officials said they will accord priority to ESG-themed investments henceforth and see the national carbon trading mechanism as key to implementing the country's green and low-carbon development strategy, thus encouraging injection of long-term social funds into the huge market. Fan Yifei, a deputy governor of the People's Bank of China, disclosed over the weekend that the central bank plans to guide long-term investment funds, including pension funds, insurance and social security products, to invest in the ESG-environmental, social and governance-markets.”

  • The South China Morning Post reports that Amundi, Europe’s largest money manager, targets US$600 billion in Asian assets under management by tapping Wealth Management Connect, ESG opportunities: https://www.scmp.com/business/banking-finance/article/3141529/amundi-europes-largest-money-manager-targets-us600-billion “Europe’s largest money manager is aiming to boost its Asian assets under management by 70 per cent to €500 billion (US$591 billion) by 2025, tapping opportunities arising from the forthcoming Wealth Management Connect scheme and China’s drive to achieve carbon neutrality by 2060.”
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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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