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Australia: Georgeson has published its Australia mini-AGM season review
With the 30 June financial year now behind us, most ASX-listed companies are beginning to prepare for their annual general meetings (AGMs) in the final quarter. Now is the perfect time to delve into the outcomes of the recent mini-AGM season and uncover critical insights that are likely to shape the corporate governance landscape for at least the rest of 2026. In our latest piece we explore key outcomes and trends from the ASX mini-AGM season, primarily held in April and May 2026. It provides valuable perspectives to guide boards and management teams on current and emerging trends in investors' proxy voting priorities and behaviours.
Australia: Georgeson’s Paul Murphy is quoted in the Australian’s article titled “Boards take the temperature as AGM season approaches”
“For the first time, a company’s choice of auditor is set to become a hot-button issue for investors, with proxy consultant Georgeson warning the scandal surrounding KPMG Australia is now a problem for all audit committees. Cozy relationships, decades old, are set to be scrutinised by shareholders, says Georgeson, recommending boards to be mindful of escalating investor ire. Georgeson Asia Pacific head of governance Paul Murphy said the sharemarket is littered with companies that went to war with their investors, with construction materials giant James Hardie among the worst recent examples. Investors retaliated by dumping James Hardie chair Anne Loyd and two other directors in October last year in fury over its $14bn takeover of rival Azek. Mr Murphy said he expects the issues surrounding KPMG Australia to feature heavily in this year’s AGM season, noting banking giant Macquarie had already faced a grilling over its relationship with the audit firm”
Australia: Georgeson’s Paul Murphy was interviewed on News 24 (formerly Sky News Australia) on a Business Weekend episode
Paul Murphy, Georgeson’s Head of ESG for Asia Pacific, presented findings from the Australian min-AGM Season Review. Paul’s interview starts at 36:22 within the episode.
2026 European AGM Season Review: Live investor panel
Join us to for an in-depth look at Georgeson's 2026 European AGM Season Review, where we'll highlight emerging patterns in executive remuneration, director elections and investor voting behaviour.
Following the review, our panel of expert investors will discuss the dominant themes from the 2026 proxy season – offering firsthand perspectives on what’s shaping investor sentiment. This is an ideal opportunity to sharpen your approach ahead of the 2027 AGM season and elevate your shareholder engagement strategy with data-driven insights.
Shareholder activism
Activist investor Saba reveals exposure in UK's Unite Group
Reuters reports that activist investor Saba Capital has disclosed an economic exposure of more than 5% in Unite Group, the UK's largest purpose-built student accommodation provider, making it one of the company's largest shareholders. The investment follows Saba's recent activism at Workspace Group and comes as Unite reviews the sale of lower-yielding assets to focus on more resilient parts of its portfolio amid economic uncertainty and tighter UK student visa rules. While neither Saba nor Unite commented on the stake, the disclosure suggests growing activist interest in UK real estate companies where investors may see opportunities to unlock shareholder value through strategic or portfolio changes.
Elliott names gold heavyweights it wants on Northern Star board
The Australian Financial Review reports that activist investor Elliott Investment Management has intensified its campaign at Northern Star Resources by proposing a slate of experienced mining executives, including former Anglo American CEO Mark Cutifani and former Barrick CFO Graham Shuttleworth, for consideration as board directors. Elliott argues that Northern Star requires significant board renewal following a series of operational setbacks, production downgrades and cost overruns that have eroded shareholder value, while stressing that it is seeking governance change rather than board control. The campaign highlights the growing influence of activist investors in Australia, with Elliott pushing for a board capable of supporting the company’s incoming leadership team and restoring investor confidence.
Activist investor Starboard takes stake in Shake Shack, source says
Reuters reports that activist investor Starboard Value has built a stake worth several hundred million dollars in Shake Shack, with news of the investment helping lift the restaurant chain’s shares. The investment follows a stronger-than-expected second quarter for Shake Shack, which benefited from demand for value-oriented menu offerings after a difficult prior quarter marked by weaker consumer spending and a quarterly loss. Starboard has a history of activist investments in the restaurant sector, including positions in Starbucks and Lamb Weston, highlighting continued shareholder interest in operational and strategic value creation within consumer-facing businesses.
Oasis Deepens Nichirei Bet, Signals Board and Dividend Demands Ahead
BigGo Finance reports that activist investor Oasis Management has increased its stake in Japanese frozen food and logistics company Nichirei to 7.27%, up from 6.07%, while signalling plans to pursue further governance and capital allocation changes. Oasis stated that it aims to enhance corporate governance and shareholder value, and has indicated it may submit proposals regarding capital policy, board composition and dividend strategy within the next 12 months. The development reflects continued activist engagement in Japan, where investors are increasingly pressing companies to improve capital efficiency, reduce cross-shareholdings and strengthen shareholder returns.
Environmental & Social
US public pension funds and business groups clash on SEC climate risk disclosure shift
The Financial Times reports that major institutional investors, including CalPERS, CalSTRS and the New York State Common Retirement Fund, have opposed the SEC’s proposal to rescind its climate-related disclosure rule, arguing that consistent and comparable reporting of financially material climate risks is important for investment decision-making. While business groups such as the Business Roundtable and the American Petroleum Institute support the move, citing compliance costs and regulatory overreach, several large asset owners and investors have warned that removing a federal standard could lead to fragmented reporting requirements and higher costs, particularly as US states increasingly pursue their own climate disclosure frameworks.
Global
Mighty Norway wealth fund warns of erosion in shareholder rights
Reuters reports that Norway’s sovereign wealth fund, the world’s largest single stock market investor, has warned of a gradual erosion of shareholder rights across major markets, citing concerns over the growth of dual-class share structures, reduced disclosure requirements and limitations on investors’ ability to hold boards accountable. The fund argues that increasing competition among stock exchanges to attract listings has encouraged governance arrangements that favour founders and insiders, and has called for stronger safeguards to protect minority shareholders. The comments underscore ongoing debates around shareholder rights and governance standards, particularly as more companies adopt structures that concentrate voting power in the hands of founders and controlling shareholders.
European developments
UK
Activist Cevian calls for higher pay for UK board members
The Financial Times reports that activist investor Cevian Capital has called for a substantial increase in pay for UK non-executive directors, arguing that higher remuneration and greater equity ownership would help attract and retain stronger board talent and improve the performance of UK-listed companies. Cevian proposes doubling average FTSE 100 NED pay through a combination of cash and share awards, contending that directors should devote more time to long-term value creation rather than regulatory compliance, while also addressing concerns around “overboarding”. The proposal comes amid broader efforts to strengthen the competitiveness of the UK equity market and follows concerns about declining listings, takeover activity and capital outflows from London-listed companies.
Who needs junior markets like Aim anyway?
The Financial Times Lex column argues that junior public markets such as London’s AIM have struggled to deliver strong outcomes for either companies or investors, despite efforts to make capital raising easier and reduce listing costs. It notes that the growth of private capital markets has given start-ups alternative sources of funding, while the lighter governance and reporting requirements of junior exchanges can create risks for investors and have not prevented a long-term decline in listings and market performance. As a result, the article questions whether public junior markets remain the most effective route for growth companies seeking capital.
Activists are giving British M&A targets a helpful shove
The Financial Times argues that activist investors are playing an increasingly important role in driving the surge in UK M&A activity, with many campaigns focused on encouraging companies to pursue asset disposals, restructurings or outright sales. While the valuation discount applied to UK equities is often cited as an explanation for takeover interest, the article contends that activists are increasingly acting as catalysts for strategic change, either publicly or behind the scenes, by pushing boards to unlock value through portfolio simplification or corporate transactions. The trend highlights the growing influence of activism in the UK market, where companies accounted for around two-fifths of all European activist campaigns in the first half of 2026.
Smith & Nephew finance chief abruptly quits for new US role
The Times reports that Smith & Nephew CFO John Rogers will leave the company next month to join Baxter International, less than a year after relocating to the US under the company’s revised remuneration framework for US-based executives. The move comes as UK-listed companies continue to debate executive pay competitiveness and talent retention in the face of higher US compensation levels.
Germany
The battle for Hugo Boss
The Economist reports that Frasers Group has launched a €2 billion bid for Hugo Boss, although the company's boards and several shareholders argue the offer undervalues the business. The article suggests that while Hugo Boss has struggled following a recent profit warning, Frasers' growing influence could ultimately lead to changes in leadership and strategy if performance fails to improve.
CNMV launches consultation on half-yearly financial reporting requirements
The CNMV has opened a public consultation on a draft Circular concerning half-yearly financial reports submitted by listed companies, which will remain openfor a two-month period. The initiative forms part of the regulator's broader efforts to simplify reporting requirements while maintaining market transparency. The proposed framework seeks to align Spanish practices with evolving European regulations. The consultation reflects the growing focus on efficient and comparable corporate disclosures. Listed companies may need to review their reporting processes in light of the proposed changes.
BBVA's shares rise following the unsuccessful Banco Sabadell takeover bid
Cinco Dias reports that nearly ten months after Banco Sabadell shareholders rejected BBVA's takeover proposal, BBVA's share price has increased by almost 60%, outperforming the Spanish banking sector. Market analysts attribute this performance to the bank's strong earnings, capital generation and increased shareholder remuneration. Since the end of the takeover process, BBVA has reinforced its commitment to shareholder returns through dividends and share buyback programmes, including a €2 billion buyback announced in July 2026. The bank also reported record first-half results and upgraded its profitability guidance for the year. Investors continue to closely monitor BBVA's strategic priorities, including its digital transformation and AI initiatives.
Italy
MPS launches bids for Banco BPM and Banca Generali worth 34 billion
Italian financial newspaper Il Sole 24 Ore reports that Monte dei Paschi di Siena (MPS) has launched simultaneous all-share takeover offers for Banco BPM and Banca Generali, valuing the targets at approximately €34 billion. Together with its proposed acquisition of Mediobanca, the transactions would create Italy’s third-largest banking group and significantly expand MPS’s wealth management capabilities. While MPS expects the deals to generate substantial synergies and shareholder value, investors and analysts have highlighted execution, integration and governance risks, as well as uncertainty around stakeholder support and the share-based structure of the offers.
Piazza Affari: UniCredit in the spotlight – ECB set to approve merger with Commerz
Il Sole 24 Ore reports that UniCredit is expected to receive European Central Bank approval for its proposed acquisition of Commerzbank, with a final decision anticipated in the coming months. While regulators are reportedly focused on the transaction’s impact on UniCredit’s capital position and the complexity of integration, analysts remain broadly supportive and continue to factor the acquisition into their long-term forecasts. The deal would represent a significant step in European banking consolidation, although governance, stakeholder and execution considerations remain under close scrutiny.
ISS: Shareholders should back Intesa Sanpaolo’s capital increase for the MPS offer
Ahead of Intesa Sanpaolo’s shareholders’ meeting on 10 September 2026, proxy advisor ISS reaffirmed its support for the capital increase proposed to finance the bank’s takeover bid for Monte dei Paschi di Siena (MPS). The updated assessment follows MPS’s announcement of exchange offers for Banco BPM and Banca Generali. According to ISS, shareholder approval of these transactions, together with the related extraordinary distribution, could result in some of the conditions attached to Intesa’s offer no longer being met. However, ISS noted that Intesa Sanpaolo would still have the discretion to waive those conditions and proceed with the transaction.
Spain
CNMV authorises the delisting tender offer for Ercros
On 22 July 2026, the CNMV authorised the delisting tender offer launched by Bondalti Ibérica for Ercros. The offer is addressed to 100% of Ercros’ share capital, comprising 91,436,199 shares. However, 70,615,637 shares, 77.23% ISC and already held by Bondalti Ibérica following the takeover bid authorised by the CNMV in February 2026, have been excluded from the offer and immobilised until completion of the process. The offer is not subject to any conditions and represents a significant milestone in Ercros’ delisting process.
North American developments
United States
See How a Tesla-SpaceX Merger Gives Musk a Shortcut to His $1 Trillion Payday
The Wall Street Journal reports that a provision in Tesla’s recently approved compensation package for Elon Musk could significantly reduce the performance hurdles required for him to receive additional shares if Tesla were acquired. The article notes that speculation around a potential merger between Tesla and SpaceX has prompted scrutiny of how such a transaction could affect Musk’s compensation, voting control and influence over the combined company, given his substantial ownership and governance positions in both businesses.
US Justice Department raises antitrust concerns over proxy advisers
Reuters reports that the U.S. Department of Justice has withdrawn a 1987 antitrust guidance letter previously issued to Institutional Shareholder Services (ISS), citing concerns about consolidation in the proxy advisory industry. The DOJ argued that ISS’s business model has evolved significantly since the original guidance was issued, while the move forms part of broader scrutiny of the proxy advisory sector, where ISS and Glass Lewis dominate the market and face criticism from some political and business groups over their influence on shareholder voting and corporate governance matters.
Anthropic prepares supervoting power for founders ahead of IPO, the Information reports
Reuters reports that Anthropic is considering introducing a dual-class share structure that would grant CEO Dario Amodei and other co-founders enhanced voting rights ahead of a potential IPO. The proposed changes would reinforce founder influence and preserve the company's existing governance model, including its independent Long-Term Benefit Trust, and reflect a broader trend among technology companies seeking to protect long-term strategic control from shareholder pressure after listing.
S&P 500 CEO pay jumps to record as Musk-inspired compensation plans spread
Reuters reports that average S&P 500 CEO compensation rose 21% to a record $22.8 million in 2025, with the AFL-CIO arguing that increasingly large equity awards are being influenced by the precedent set by Elon Musk’s compensation arrangements at Tesla. The report highlights growing scrutiny of executive pay and widening CEO-to-worker pay ratios, while noting that investors continue to provide strong support for most remuneration proposals, although exceptionally large one-off awards face greater shareholder resistance.
APAC developments
Japan
Japan's Toho faces court test of poison pill tactic against activists
Reuters reports that activist hedge fund 3D Investment Partners has asked a Tokyo court to block Toho Holdings from implementing a poison pill defence that would dilute 3D’s stake if it increases its shareholding above 24%. The case is expected to test the extent to which Japanese companies can use anti-takeover measures against activist investors who are not seeking control, and comes amid growing debate over whether such defences protect shareholders or entrench management and weaken corporate governance.
Korea
Samsung's retail investors seek extra shareholder meeting over buybacks, bonuses
Reuters reports that South Korean retail shareholder platform ACT has launched a campaign to requisition an extraordinary meeting at Samsung Electronics, seeking shareholder support for a proposed ₩45.5 trillion (approximately $32 billion) share buyback programme and greater oversight of executive bonus arrangements. The initiative reflects growing shareholder activism in South Korea, with ACT arguing that major capital allocation decisions and long-term incentive structures should be subject to greater shareholder input rather than being determined solely by the board.
Align Partners' Busy Year: Seven Campaigns and a Board Seat Win at DB Insurance
Seoul Economic Daily reports that activist fund Align Partners has secured a series of governance wins in South Korea, including the appointment of shareholder-nominated directors at DB Insurance and Gabia and governance reforms at Stic Investments. The firm is now seeking to expand its influence through larger campaigns, including its proposal for a merger between BNK Financial Group and JB Financial Group, while continuing to advocate for reforms that strengthen shareholder rights and improve corporate governance standards.
Activist fund targets Samsung in South Korea’s first test of shareholder rights rules
The Financial Times reports that activist investor Flashlight Capital Partners has launched a campaign at Samsung affiliate S1 Corp, making it one of the first major tests of South Korea’s strengthened shareholder rights regime. The fund is calling for greater board independence, improved disclosure around executive appointments and pay, enhanced capital allocation, and increased shareholder returns. The campaign follows reforms to South Korea’s Commercial Act aimed at improving board accountability and addressing the longstanding “Korea Discount”, and is being closely watched as a potential catalyst for increased shareholder activism across the country’s large family-controlled conglomerates.
India
India's Tata Sons adjourns annual shareholder meeting days after chairman exit, source says
Reuters reports that Tata Sons has adjourned its annual general meeting days after chairman N. Chandrasekaran announced that he would not seek reappointment when his term ends in 2027. The postponement comes amid an ongoing succession process led by Tata Trusts and renewed attention on governance issues at the group, including pressure from minority shareholder Shapoorji Pallonji Group for Tata Sons to pursue a public listing.
Australia
Glencore Targets Secondary Listing in Australia
The Wall Street Journal reports that Glencore plans to seek a secondary listing on the Australian Securities Exchange, arguing that the move would broaden its shareholder base, improve trading liquidity and increase its flexibility to pursue Australian transactions. The article notes that an ASX listing could strengthen Glencore’s position for future M&A activity involving Australian mining companies, while highlighting the company’s continued commitment to London as its primary listing venue.
An audit of audits: KPMG has audited 19 companies for 20 years or more
The Australian Financial Review reports that Ownership Matters has called for major audit governance reforms after finding that almost a quarter of ASX 300 companies have retained the same audit firm for more than 20 years. The proxy advisor argues that mandatory audit tenders, periodic audit firm rotation and the separation of audit and consulting businesses could strengthen auditor independence and investor confidence, while also criticising ASIC’s reduced oversight of audit quality.
It takes guts to be an ASX director
In an opinion piece published by the Australian Financial Review, Alex Cartel argues that Cleanaway’s board was right to grant EQT exclusive due diligence access, contending that boards have a duty to evaluate credible proposals and maximise shareholder value rather than be influenced by external commentary. He argues that the board’s actions reflect sound governance and business judgement, with shareholders ultimately retaining the right to decide whether any transaction proceeds.
ASX consults on draft 5th edition of the Corporate Governance Principles and Recommendations
On 21 July 2026 ASX opened an 8-week public consultation on a draft 5th edition of its Corporate Governance Principles and Recommendations. It developed the draft with input from ASX’s Advisory Group on Corporate Governance, chaired by former Reserve Bank of Australia Governor Dr Philip Lowe. The draft 5th edition draws on substantial feedback from the former (now dissolved) ASX Corporate Governance Council’s 2024 consultation on its exposure draft, which drew more than 100 written submissions. Submission deadline is Monday, 14 September.