Georgeson publications
Georgeson in the media
Georgeson events
UK & US: Georgeson has published a blog post titled “New trends in shareholder activism and how to prepare for 2026”
Cas Sydorowitz, Head of Georgeson, and Aaron Bertinetti, CEO of Investor Engagement North America at Computershare, share their observations, and discuss how companies can prepare for what’s ahead.
UK, Europe and US: Georgeson has published summaries of the ISS policy changes for the UK, Continental Europe, and the US markets
Georgeson’s memos highlight the changes that ISS has made to its voting guidelines for the 2026 AGM season.
UK & Continental Europe memo US memo
UK, Europe and US: Georgeson has published summaries of the Glass Lewis policy changes for the Major European markets and the US
Georgeson’s memos highlight the changes that Glass Lewis has made to its voting guidelines for each market for the 2026 AGM season.
UK & Continental Europe memo US memo
APAC: Hong Kong AGM Intelligence Report
Whether you're preparing for your next AGM, advising the board, managing investor relations, or navigating governance reforms, Computershare and Georgeson's Hong Kong AGM Intelligence Report delivers the clarity and foresight you need to lead with confidence.
US: Computershare’s CEO Investor Engagement North America, Aaron Bertinetti, is quoted in Governance Intelligence’s article regarding proposed changes to ISS and Glass Lewis
“While Bertinetti points to all the tenets of good IR and outreach as a company’s main line of defense in the case of a no recommendation – that year-round engagement that builds the goodwill you lean on when you need support – there are other tools that an IRO can turn to as well.”
US: Georgeson’s Chris Hayden is quoted in Agenda’s article titled “Proposal Free-for-All Sets In as Early Filers Contend with SEC Withdrawal”
"We're seeing our issuer clients go through the same steps that they would have gone through historically," said Christopher Hayden, the chief operating officer at Georgeson. At this time of year, he said many of his clients are commissioning vote projections to get a sense of how a vote on any given proposal is likely to go.”
Global: Georgeson is hosting “Investor Insights: Preparing for the 2026 Proxy Season” on 22 January
We are excited to announce our live session as we approach the 2026 proxy season. Our Global Institutional Investor Survey 2025 report will form the basis of discussions and will be published at the beginning of 2026. Join us for an interactive session where our panel of experts will provide a sense check on what effective engagement looks like in 2026 and explore key focus themes including director elections, executive pay and shareholder rights.
Australia: Georgeson’s Scott Hudson presented at AIRA’s 2025 Investor Relations Forum
Australian Investor Relations Association held its 2025 Investor Relations Forum on 27 November. Scott Hudson, Georgeson’s CEO Australia, moderated a panel at the AIRA 2025 IR Forum in Sydney. His panel offered insights and stories on ‘Best practice shareholder engagement: Strategically building trust all year, beyond the AGM.’ The panel consisted of a large industry fund portfolio manager, a key proxy advisor and an IR professional, and this spread of viewpoints enabled the panel to give a comprehensive view of both issuer and investor attitudes to IR and how companies can avoid major pitfalls and keep audiences on-side, even after negative events. The changes confirm the stark challenges ahead to adapt the country’s electricity supply system to support Australia’s climate targets, including 82 per cent renewable energy by 2030 and net zero emissions by mid-century.
Shareholder activism
Swatch activist lambasts Omega owner’s ‘worst-in-class’ governance
The Financial Times reports that activist investor Steven Wood has accused Swatch Group of having “worst-in-class governance” and is pressing for sweeping board and governance reforms after abandoning efforts to secure a board seat or work constructively with the Hayek family. Wood’s Greenwood Investors has submitted six proposals for the next AGM, including giving bearer shareholders greater board representation and introducing auditor rotation and an independent compensation committee chair, amid weak financial performance and entrenched family control. Swatch has pushed back, saying shareholders previously rejected Wood’s candidacy and that it has not yet received evidence supporting his latest motions.
Activist campaigns more likely to target female CEOs
The Financial Times reports that female chief executives are disproportionately targeted by activist investor campaigns, despite representing just 6.3 per cent of CEOs in the Russell 3000 while accounting for 15.7 per cent of activism cases since 2018. A new report suggests this imbalance may reflect gender stereotypes, higher performance standards applied to women, or the “glass cliff” effect, even though campaigns against female CEOs are less likely to result in leadership changes. Researchers warn the trend highlights persistent bias at a time when diversity and inclusion efforts are under increasing pressure.
Activist behind Engine No. 1 ExxonMobil campaign builds stake in Siemens Energy
The Financial Times reports that Ananym Capital, co-founded by activist investor Charlie Penner, has built a significant stake in Siemens Energy and is urging the group to spin off its struggling wind business, Siemens Gamesa. The fund argues that the wind unit is dragging down the company’s faster-growing gas turbine and grid businesses, whose performance has been boosted by surging electricity demand from AI data centres. While Siemens Energy says it expects the wind division to return to profitability next year, Ananym believes a separation would unlock value and better attract long-term investors willing to tolerate volatility.
Saba shock: how investment trusts are adapting to new realities
The Financial Times reports that activist hedge fund Saba Capital has increased pressure on UK investment trusts by seeking board changes and challenging mergers, reigniting debate about governance, discounts to net asset value and the long-term role of the closed-ended fund structure. The campaign has coincided with a period of consolidation and structural change across the sector, as some trusts merge, wind down or convert to open-ended vehicles amid competition from passive funds and regulatory constraints. While opinions differ on whether these developments will ultimately benefit investors, the episode highlights the range of challenges currently facing the investment trust industry.
PepsiCo reaches deal with activist Elliott to stave off proxy fight
The Financial Times reports that PepsiCo has agreed to cost-cutting, product simplification, and price-reduction measures following activist hedge fund Elliott Management’s US$4bn stake in the company, avoiding a potential proxy battle. The settlement allows PepsiCo to continue refreshing its board without adding an Elliott representative, while Elliott said it would continue engaging with the company. Analysts note that the company’s strategy has been accelerated but not fundamentally changed, and PepsiCo expects modest revenue growth in 2026 from these initiatives.
Environmental & Social
BlackRock loses second Dutch pension mandate over sustainable investing concerns
The Financial Times reports that BlackRock has lost a second major European pension client in recent months, as Dutch pension group PME withdrew about €5bn over concerns about the firm’s climate action and voting record. The move reflects growing divergence between European and US approaches to sustainable investing, with some European investors seeking managers who maintain a strong focus on ESG metrics. BlackRock, which still manages €350bn for Dutch clients, said it appreciated the opportunity to serve PME, while analysts note that asset owners are increasingly scrutinising managers’ alignment with long-term sustainability goals.
Global
Trump orders increased scrutiny of proxy advisers ISS and Glass Lewis
The Financial Times reports that US President Donald Trump has signed an executive order directing federal agencies to increase oversight of major proxy advisory firms, Glass Lewis and Institutional Shareholder Services, citing concerns that their recommendations promote politically motivated agendas. The order instructs the SEC, FTC, and Department of Labor to review potential violations of anti-fraud, competition, and fiduciary duty rules, while critics argue that proxy advisers’ support for diversity and environmental proposals may conflict with maximising investment returns. Both ISS and Glass Lewis said they would review the order and emphasised their commitment to professional and independent operations.
How to save corporate governance from passive investing
The Wall Street Journal published an op-ed by Jan van Eck arguing that passive asset managers like Vanguard, BlackRock, and State Street now wield outsized voting power over US corporations, raising concerns that this concentration can prioritise political or ESG initiatives over shareholder interests. He proposes “mirror voting,” a system that would cap how much passive funds can vote directly and align excess votes with broader shareholder sentiment, aiming to restore a more balanced and accountable governance framework.
Glass Lewis is adapting to customer needs
The Wall Street Journal published a letter from Bob Mann, Glass Lewis' CEO, explaining that the firm is revising its business model to better reflect the diverse priorities of institutional investors. Mann outlines three key initiatives: moving beyond a singular “house recommendation” approach, eliminating conflicts of interest by separating consulting from proxy advice, and registering with the SEC to allow regulatory oversight. He emphasises that these changes aim to enhance transparency, trust, and client-driven governance in the evolving corporate-proxy landscape.
European developments
UK
UK boards now more forceful on CEO pay, LSE boss says
The Financial Times reports that the CEO of the London Stock Exchange, Dame Julia Hoggett, said UK companies are now more assertive in offering competitive executive pay to attract top talent, with FTSE 100 CEO pay rising faster than in the US, though still well below US levels. She noted a cultural shift in shareholder engagement on pay, emphasising reasonable packages rather than extreme awards like Elon Musk’s. Hoggett also highlighted challenges facing UK public markets, including fewer IPOs and company relocations, while pointing to reforms and incentives, such as the stamp duty holiday, to strengthen London’s capital markets.
Frasers labels Boohoo’s £222mn pay plan ‘a corporate disgrace’
The Financial Times reports that Frasers has strongly criticised Boohoo’s £222 million executive pay plan, calling it a “corporate disgrace,” after the retailer unveiled an incentive that could award CEO Dan Finley £148 million if its share price reaches £3, far above its current 22p. Boohoo did not allow shareholders, including Frasers (its largest investor), to vote on the plan, escalating tensions between the two companies. Meanwhile, Frasers reported modest revenue growth but declining core UK sales and profits, while its executives criticised UK business rates and delayed government reforms affecting retail competition.
Fall in board pay drives fears top directors will shun London
The Financial Times reports that UK non-executive director (NED) pay has fallen more than 10% in real terms over the past decade, leaving London-listed companies at risk of struggling to attract experienced board members, especially compared with higher US pay. Despite increased responsibilities and governance demands, median FTSE 100 NED fees remain far below US equivalents, and share-based incentives are rarely offered. Experts warn that without competitive pay, the UK market may lose top board talent, even as recent reforms encourage greater shareholder-backed executive pay and share-based remuneration for NEDs.
The challenge for HSBC’s new chair: make yourself utterly replaceable
The Financial Times reports that Brendan Nelson’s appointment as HSBC chair highlights governance challenges, including the board’s earlier indecision over the role’s mix of skills and the difficulty in attracting qualified candidates for such a complex, high-stakes position. His primary responsibility will be to provide effective oversight of the CEO while maintaining board cohesion, addressing the shortcomings of his predecessor, Mark Tucker, who struggled to balance executive authority with non-executive oversight. Nelson is also expected to strengthen succession planning and ensure a clear governance framework, mitigating risks in the bank’s operations across Asia, London, and Washington.
Germany
Delivery Hero backs chief while exploring sales under investor pressure
The Financial Times reports that Delivery Hero is defending CEO and founder Niklas Östberg amid shareholder pressure over a 30% drop in its share price, with the board exploring strategic options including asset sales, partnerships, and capital market transactions. Chair Kristin Skogen Lund emphasised the need for stability and operational focus, while attributing poor market performance to external factors such as regulatory fines and Prosus’s planned stake sale. The board stressed its commitment to enhancing shareholder value and maintaining compliance, countering perceptions that it was not engaged in the strategic review.
Deutsche Bank seeks 40% pay bump for highest-paid chair in Dax
The Financial Times reports that Deutsche Bank plans to seek shareholder approval for a more than 40% pay increase for supervisory board chair Alexander Wynaendts, raising his total compensation to around €1.4 million, partly to make the role internationally competitive. The rise would also adjust remuneration for committee work and other board members, as Wynaendts continues to chair key committees. His tenure follows a period of recovery for the bank after scandals and restructuring, though he now faces new legal claims related to Deutsche’s past involvement with Monte dei Paschi di Siena.
France
The AMF has just published today its 2025 Report on Corporate Governance and Executive Compensation of Listed Companies
This year’s AMF report opens with an overview of the key developments in 2025, followed by a thematic study examining the information listed companies disclose about the succession processes of senior executive officers. The report then presents additional findings on corporate governance and remuneration disclosures, along with updates regarding director independence. Finally, the third section highlights insights from the information published in 2025 by proxy advisors.
Netherlands
Eumedion welcomes decision of Dutch House of Representatives to allow fully virtual AGM only in emergency situations
The Dutch House of Representatives has approved amendments to the Digital AGM Bill allowing listed companies’ executive boards to convene fully virtual annual general meetings (AGMs) in emergencies, while ensuring a physical component for AGMs under normal circumstances. Extraordinary general meetings (EGMs) may also be held fully virtually if shareholders approve the necessary amendments and protocols, providing flexibility depending on the agenda’s significance. Eumedion welcomed the changes, highlighting that physical presence remains crucial for accountability and shareholder engagement, while virtual meetings can improve efficiency for less critical matters.
Italy
ABI: The ban on interlocking directorship should be cancelled from the new Consolidated Finance Act (TUF)
Milano Finanza reports that the Italian Banking Association (ABI), represented by Deputy Director Gianfranco Torriero, has called for adjustments to the new Consolidated Finance Act (TUF) to align with European standards. Key proposals include clarifying rules on shareholder meetings and remote voting, simplifying eligibility criteria for board members, and coordinating governance provisions for banks adopting a monistic model. ABI also urges the removal of the ban on interlocking positions to eliminate competitive disadvantages and suggests granting Consob greater regulatory powers, particularly regarding enhanced voting rights and proxy solicitation procedures. Additionally, ANASF (National Association of Financial Advisors) emphasises the need to strengthen the role of financial advisors, improve investor education, introduce minimum disclosure standards for smaller issuers, and reform the sanctioning system to ensure proportionality, legal certainty, and accessible appeal mechanisms.
The Euronext Growth Milan market is worth €11 billion
La Repubblica reports that the Euronext Growth Milan (EGM) market is valued at €11 billion in capitalisation, according to AssoNext, which reports that listed SMEs generated €11.9 billion in revenues and €1.3 billion in EBITDA in 2024, employing 37,000 people. Since 2009, EGM has welcomed 300 new listings and raised €2.5 billion, tripling the number of companies in the last decade, despite increasing delistings on the main market. At the AssoNext Awards 2025, held at Palazzo Mezzanotte in Milan, Otofarma was awarded “Best IPO,” Redelfi “Best Performance,” and Icop “Best M&A,” with institutional investors Algebris, Arca Fondi, and First Capital also recognised. AssoNext President Vincenzo Polidoro highlighted challenges such as declining liquidity and growing delistings but stressed the need for systemic action to support listed SMEs and promote capital markets as a driver of innovation, transparency, and industrial strength.
Poste increases its stake in Tim to 27.3% and requests exemption from the mandatory takeover bid
La Repubblica reports that Poste Italiane has increased its stake in Telecom Italia (Tim) to 27.32% by acquiring Vivendi’s remaining shares for €187 million, exceeding the mandatory takeover threshold but requesting exemption under Italian law. Poste’s CEO Matteo Del Fante committed to selling the excess 2.33% within 12 months. Poste reaffirms its role as Tim’s main industrial shareholder and leaves open the possibility of converting savings shares into ordinary shares, which would reduce its stake to about 19.61%. The acquisition price per share (€0.486) is 63% higher than the first tranche purchased in March. Tim’s board, led by Pietro Labriola, will present an updated industrial plan in February 2026, outlining synergies with Poste and awaiting a Supreme Court ruling on a concession fee refund estimated at €1 billion, potentially earmarked for dividends or share conversion.
Spain
The CNMV’s simplification plan will avoid duplicate information, reduce procedures and improve submission and management systems.
The CNMV published its plan for simplification to avoid duplicate information, reduce procedures and improve submission and management systems. Those are the objectives of the Spanish National Securities Market Commission (CNMV) with its plan to simplify supervisory actions, which it plans to implement during Q1 2026, cutting by 50% certain types of information that supervised entities must provide in their periodic reports.
Bondalti lowers the minimum acceptance threshold for its takeover bid for Ercros
Agencia EFE reports that Bondalti has reduced the minimum acceptance condition of its takeover bid for Ercros. Previously the offer required acceptance representing 75% of voting capital; the revised condition now requires acceptance sufficient to secure a majority of effective voting rights at the end of the acceptance period (i.e., more than 50% of voting shares outstanding). Bondalti believes this change could allow it to gain effective control of Ercros. In October the CNMC approved the takeover bid in a second phase with commitments.
The Government authorises Indra’s purchase of Hispasat
La Vanguardia reports that the Council of Ministers has approved Redeia’s sale to Indra of 89.68% of satellite operator Hispasat. The deal, valued at €725 million, was approved by Indra’s board and has received clearance from regulators in several countries and from the National Commission on Markets and Competition (CNMC).
Catalana Occidente stops trading
Cinco Dias reports that the Spanish stock market lost one of its historic listings on 16 December. Insurance group Catalana Occidente stopped trading at the close of the session after Inocsa, the Serra family’s investment vehicle, successfully completed the takeover bid to delist the company after acquiring 100% of its share capital.
Lar Retail Investments will debut this Thursday on BME’s Scaleup market.
Bolsa Mania reports that Lar Retail Investments will join BME Scaleup on 18 December, with an initial reference price of €20 per share, valuing the company at €98 million. The admission follows a favourable evaluation by BME’s committees and makes Lar Retail the thirteenth firm to enter BME’s growth markets.
Switzerland
Switzerland introduces new (but limited) FDI-regime
Bär & Karrer published a memo reporting that The Swiss Parliament plans to implement a narrowly defined foreign direct investment (FDI) screening framework. It will apply only to acquisitions of control by foreign state-backed investors in Swiss companies operating in designated sectors. The approach is intended to preserve Switzerland’s openness to foreign capital and its attractiveness as an investment destination.
North American developments
United States
David Ellison lobbies Warner Bros shareholders to desert Netflix
The Financial Times reports that Warner Bros Discovery shareholders met Paramount CEO David Ellison as he pitched Paramount’s US$108bn hostile bid as superior to Netflix’s US$83bn offer, highlighting simpler regulatory approval and a higher valuation. Some investors were persuaded that Paramount’s all-cash tender offer, which bypasses WBD’s board, offers better value, while Netflix may need to raise its price. The bidding war has sharply lifted WBD’s share price and drawn political and regulatory scrutiny, with Paramount signalling it may further improve its offer.
Donald Trump drives historic shift of power from investors to boardrooms
The Wall Street Journal reports that The Trump administration is rapidly curbing shareholder power in the US, shifting influence toward corporate boards by targeting proxy advisers, passive asset managers and long-standing shareholder rights embedded in securities and corporate law. Proposed and enacted changes by the SEC would make it harder for investors to file proposals, exert voting influence or bring legal challenges, prompting concerns that the US is moving away from shareholder capitalism toward a more board- or management-dominated model. While some companies and investors welcome limits on activist pressure, critics warn the reforms could weaken accountability, reduce independent oversight and have unintended consequences.
America Inc’s new boardroom trend: the chief exiting officer
The Financial Times’ Lex column argues that CEO turnover at US public companies has surged to its highest level since 2010, cutting across sectors and increasingly affecting strong performers as well as underperformers. Rather than poor results alone, the wave of exits reflects economic uncertainty, activist pressure and the growing need for new skills as companies confront AI-driven change. While departures now carry less stigma for executives, frequent leadership changes risk disrupting strategy and culture, underscoring that corporate authority has become increasingly conditional.
APAC developments
South Korea
South Korea’s market moonshot is a model for other economies
The Financial Times published an op-ed from Seth Fisher, Oasis Management’s CIO, arguing that South Korea’s stock market surge, with the Kospi up nearly 70% this year, has been driven by a combination of the global AI rally and far-reaching corporate governance reforms. He contends that President Lee Jae Myung’s agenda to strengthen minority shareholder rights and dismantle the long-standing “Korea discount” has been a decisive catalyst. Fisher concludes that if these reforms endure, Korea could offer a powerful blueprint for equity market re-rating globally.
China
SAMR releases non-simplified merger case examples to guide M&A filings and enhance regulatory transparency
Comptetition.Today reports that on 4 December 2025, China’s State Administration for Market Regulation (SAMR) published three unconditionally cleared non-simplified merger cases spanning different transaction types and sectors – including a horizontal industrial gases deal and a vertical pharmaceutical retail transaction – to illustrate its merger review practices, guide businesses in improving the efficiency and quality of their filings, and foster a more transparent and predictable investment and M&A environment. These case summaries do not replicate full case files but highlight key assessment considerations, such as procedural choices, control change determinations, relevant market definitions, reviews of horizontal and vertical party relationships, evaluations of market share and concentration, and assessments of potential competitive risks; SAMR also emphasised that these analytical frameworks must be applied flexibly based on the specific facts of each individual case.
Hong Kong
Aidigong Maternal & Child Health to hold January shareholder meeting for vote on director ouster and appointment amid share trading suspension
Diligent reports that Hong Kong financial services firm Aidigong Maternal & Child Health Limited announced in a 4 December regulatory filing that it will convene a special shareholder meeting on 13 January, at which shareholders will vote on a dissident proposal put forward last month by investors holding around 10% of the company’s issued share capital—this proposal seeks to remove six current directors (Wenhua Huang, Jiang Lin, Runping Li, Lijia Meng, Bin Wang and Pui Ki Dickson Chu) and appoint four new directors (Yufei Zhu as executive director, plus Lin Yu, Jun Wang and Yanbo Jiang as independent non-executive directors); the filing also noted that trading in the company’s shares has been voluntarily suspended since 21 February 2025, and will remain halted until further notice.
Australia
Former ANZ chief sues over axed A$9mn bonus
The Financial Times reports that Former ANZ chief executive Shayne Elliott has sued the bank after it clawed back A$13.5m of his bonuses, holding him ultimately accountable for misconduct and scandals that led to a A$240m regulatory penalty. Elliott claims the move breached the terms of his departure, while ANZ says it acted in line with regulatory requirements linking pay to risk and performance. The dispute adds to scrutiny of the bank’s remuneration practices ahead of its annual meeting, where proxy advisers have already criticised executive pay outcomes.
Biodiversity risk is transforming ESG reporting: Lonsec
FS Sustainability reports: ‘Recent analysis by Lonsec of its fund managers indicates a sharp uptick in biodiversity related disclosures. Spanning a demographic of 300, the number of managers reporting a policy position on biodiversity rose from 21 to 72 in the past year, and the strength of these policies more than doubled. The study indicated that more managers are taking proactive steps to mitigate biodiversity risks, increasingly viewed as material to long-term portfolio resilience.
Deep Yellow names new chief executive after investor backlash
The Australian Financial Review reports that Deep Yellow has appointed former Rio Tinto executive Greg Field as chief executive following the abrupt departure of founder and shareholder favourite John Borshoff, a move that had triggered investor unrest and a sharp fall in the company’s market value. Borshoff’s exit, which was not explained by the board, led to failed shareholder efforts to challenge directors and highlighted concerns over governance and execution capability. Field’s appointment is intended to restore confidence, bringing large-scale project development experience as Deep Yellow advances its uranium assets amid improving sector sentiment.