LONDON — The number of ‘Say on Climate’ board-proposed resolutions at the AGMs of companies in seven major European markets tripled between the 2021 and 2022 AGM seasons, according to Georgeson’s 2022 AGM Season Review.
The report examined the AGMs of companies in the UK, the Netherlands, Germany, Spain, France, Switzerland and Italy, finding there were 12 Say on Climate resolutions in 2021 compared to 36 in 2022 – although average shareholder support for such resolutions fell from 97% to 91% over the same period.
Three-quarters of the Say on Climate proposals originated in the UK (16) or France (11).
Georgeson also found that the proportion of contested resolutions – defined as attracting 10% or more negative votes – related to executive remuneration policy and reporting declined by 4.2%, from 38.8% to 37.1% across the seven markets.
As a result of regulatory changes, German companies put forth their first remuneration reports this year – and also experienced the highest proportion of contested resolutions related to remuneration reports of all seven markets (54.1%).
The UK saw substantial increases in contested remuneration-related resolutions for the third consecutive year.
Since 2020, the UK has experienced a significant increase (137.9%) in contested remuneration policy votes and a 58.7% increase in contested remuneration report resolutions.
Notably, the UK has the lowest proportion of contested remuneration report resolutions.
Domenic Brancati, Global Chief Operating Officer at Georgeson, said: “Shareholders across the continent continue to use their votes to express their dissatisfaction on remuneration, director elections and sustainability.
“The decline of shareholder support on Say on Climate suggests that investors seek more meaningful disclosure, better answers and improved alignment from companies on key environmental, social and governance (ESG) issues.
“European investors’ increased focus on these areas is part of a global change that has been influenced by several key events, including a prolonged pandemic, the conflict in Ukraine and increased economic uncertainty, all of which may point to increased vulnerabilities for some companies.
“As a result, many investors are working to protect and preserve the value of their portfolio by taking measured steps, such as opposing share issuance resolutions to guard against share dilution and reduce the chances of a takeover.”
Shareholders also contested 11.2% of director elections and 14.5% of share issuance resolutions.
Georgeson reported a 20.1% decline in the proportion of contested director elections between 2021 (14.1%) and 2022 (11.2%).
The UK had the lowest shareholder dissent on contested director elections. The share of contested votes in the FTSE 100 fell from 4.9% in 2021 to 4.5% in 2022.
Other countries also experienced a decrease, including Germany, with a significant 53.2% decrease (17.3% in 2020 and 2021 to 8.1% in 2022), and Switzerland, with a 48.6% decrease (17.5% in 2021 to 9.0% in 2022).
Conversely, the Netherlands saw a surge in the number of contested director elections, with 13.5% in 2022, up from 5.0% in 2021. Proportionally, France saw the highest with 28, representing 19.6% of total board election votes.
Across all seven markets, Georgeson found that most resolutions not supported by proxy advisors Institutional Shareholder Services and Glass Lewis received high levels of opposition from investors.
The report is available at www.georgeson.com/uk/insights/2022-agm-season-review.
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