Georgeson publications
Georgeson in the media
Georgeson events
- Spain: Georgeson is co-hosting an event with Esade titled “Impact of Geopolitics on Executive Compensation” on 3 March at Esade Madrid
- Spain: Georgeson is co-hosting the XIII Corporate Governance Conference on 19 March at the CEOE Headquarters
- Italy: Georgeson’s Lorenzo Casale participated in a roundtable at The Corporate Governance Conference titled “The new frontiers for corporate governance” on 12 February in Milan
Australia: Georgeson’s 2025 Australian AGM Season Review
The report examines the evolving corporate governance and shareholder engagement landscape across the S&P/ASX 300, set against shifting economic, regulatory and investor dynamics. The report is underpinned by detailed statistical analysis of AGM voting outcomes in 2025, with seven‑year comparative data (2019–2025) across remuneration, director elections, shareholder proposals and activism activity. Findings from the report were covered by the Australian Financial Review, Investor Daily, and FS Sustainability.
New Zealand: Computershare and Georgeson’s 2025 New Zealand ASM Intelligence Report
The report examines meeting practices, shareholder engagement and governance trends across the NZX 50 throughout 2025. Drawing on year on year analysis of key voting outcomes, director elections, remuneration matters and shareholder participation, the report establishes a baseline for tracking how investor behaviour and engagement dynamics are evolving in the New Zealand market..
US: Georgeson has published a memo summarising Vanguard’s 2026 voting policy updates
Key policy changes relate to:
- Board composition and effectiveness
- Board oversight of strategy and risk (including environmental and social proposals)
- Shareholder rights (including reincorporation, exclusive forum/jurisdiction, and virtual-only meetings)
Australia: Georgeson’s Scott Hudson and Paul Murphy are quoted in The Australian Financial Review’s article titled “ASX companies should seriously consider annual director elections”
“Scott Hudson, Georgeson’s head of Australia and New Zealand, is loath to take a position on annual director elections, but does point out that companies including Rio Tinto, BHP and Treasury Wine Estates are already doing so. ‘I can see arguments for and against,’ he says.”
US: Computershare Investor Engagement’s David Farkas authored an article published in CommPRO titled “Closing the Gap on Activism Risk Through Investor Intelligence”
US companies spent an average of $4.6 million defending against activist campaigns during the 2025 proxy season. It’s therefore strategically valuable for investor relations (IR) professionals to be able to proactively detect, identify and track potential shareholder activists quickly and effectively. Timely intelligence on changes to shareholder bases enables companies to better negotiate, deter or mitigate costly activist campaigns before they escalate.
Spain: Georgeson is co-hosting an event with Esade titled “Impact of Geopolitics on Executive Compensation” on 3 March at Esade Madrid
At this event, leading experts will explore how global volatility is reshaping remuneration strategies across Europe. The session will feature insights from Georgeson, Esade’s Corporate Governance Center and Mercer, offering a comparative view of emerging trends and governance expectations. The event will also present the new joint report on executive pay in Spain, the UK and Italy. A roundtable with prominent board members will discuss best practices in aligning incentives with long term value creation.
Spain: Georgeson is co-hosting the XIII Corporate Governance Conference on 19 March at the CEOE Headquarters
The event, jointly organised by Georgeson, WomenCeo, and Emisores Españoles, is titled “Challenges and Value Creation in a Global Environment.” The session will provide an opportunity to reflect on how organisations are navigating an increasingly complex global landscape, marked by international regulatory challenges, the growing relevance of corporate governance as a lever for long term value creation, and the expanding role of artificial intelligence in corporate processes and decision making.
Italy: Georgeson’s Lorenzo Casale participated in a roundtable at The Corporate Governance Conference titled “The new frontiers for corporate governance” on 12 February in Milan
The last session of the three-part event, organised by Assonime in cooperation with the OECD and with the support of Borsa Italiana, featured Lorenzo on a panel with key representatives from Italian companies and the financial community, focusing on the reform of the Italian capital market rules.
Shareholder activism
Activist Elliott builds big stake in Norwegian Cruise Line
The Wall Street Journal reports that activist hedge fund Elliott Investment Management has built a more than 10 per cent stake in Norwegian Cruise Line and is preparing to push for strategic and board-level changes after years of underperformance relative to peers. Elliott has indicated it may nominate directors at the company’s upcoming annual meeting, as scrutiny intensifies following leadership changes and amid growing shareholder pressure to improve financial performance and execution.
Toyota has ‘no intention’ of raising US$34bn take-private offer after Elliott challenge
The Financial Times reports that Toyota has said it has no intention of raising its ¥5.4tn take‑private offer for Toyota Industries, setting up a confrontation with activist investor Elliott Management, which argues the bid significantly undervalues the business. Elliott has taken a more than 6 per cent stake and is lobbying shareholders not to tender, as the proposed transaction becomes a focal point for broader debates over minority shareholder protection and governance standards in Japan.
Starboard dials up pressure on Tripadvisor with push for board shake-up
The Wall Street Journal reports that activist investor Starboard Value plans to nominate a majority slate to Tripadvisor’s board after building a stake of more than 9 per cent, escalating pressure on management following prolonged share price underperformance. The campaign raises the prospect of a contested board election, as Starboard pushes for portfolio changes and strategic alternatives amid growing shareholder scrutiny of the company’s strategy and governance.
London Stock Exchange Group plans £3bn buyback amid Elliott pressure
The Financial Times reports that London Stock Exchange Group has announced a £3bn share buyback programme, following pressure from activist investor Elliott Management and amid concerns about the impact of artificial intelligence on its business and share price. The move comes after a 26% share price decline over the past year, with LSEG’s chief executive emphasising the resilience of its proprietary data and confirming ongoing engagement with Elliott as the company seeks to reassure investors and improve performance.
Environmental & Social
European Council adopts simplified sustainability reporting laws
ESG Dive reports that the Council of the European Union has formally approved changes to simplify key sustainability reporting and due diligence laws under the EU’s “Omnibus I” package. The scope of companies included in the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D) has been narrowed. In addition, compliance deadlines have been extended, including transposition of the CSRD and CSDDD into national law by 2027 and 2028 respectively, and corporate compliance with the new rules by 2029.
Investor climate group relaunches with looser rules but fewer US members
Reuters reports that the Net Zero Asset Managers initiative has relaunched with more than 250 members after a year‑long suspension, but with significantly reduced participation from US asset managers following political and antitrust concerns. The revamped framework removes explicit net‑zero portfolio alignment targets, highlighting how climate‑focused investor initiatives are adapting their commitments amid intensifying regulatory and political scrutiny, particularly in the United States.
BlackRock execs hit with investor lawsuit over alleged climate collusion
Reuters reports that BlackRock and several senior executives are facing an investor lawsuit alleging the firm used its shareholdings in coal companies to pressure them to cut production, in breach of antitrust law and directors’ fiduciary duties. The case adds to growing legal and political scrutiny of asset managers’ stewardship and climate‑related engagement practices, with the plaintiff seeking governance changes and financial remedies.
BP faces new investor tactics in climate pressure campaign
The Financial Times reports that BP is facing shareholder pressure from pension funds and activist investors to justify its increased spending on upstream oil and gas following its strategic pivot away from renewables. A shareholder resolution filed ahead of the company’s April AGM calls for greater disclosure on capital discipline and long‑term returns, underscoring how investor scrutiny is shifting from climate targets toward profitability and capital allocation.
Global
Dizzyingly high CEO pay is fine. It just needs to be earned
The Economist published an article by Alex Edmans about how the 2026 proxy season is opening with heightened scrutiny of executive pay, as say‑on‑pay votes continue to attract significant opposition at large US companies. Using the backlash against Tesla’s proposed pay package for Elon Musk as a case study, the article argues that the debate is shifting from how much CEOs are paid to whether pay structures genuinely align incentives with long‑term shareholder value.
European developments
Public consultation on possible review of Shareholder Rights Directive
The European Commission has launched a public consultation on the Shareholder Rights Directive as part of a potential review aimed at strengthening shareholder engagement and improving cross‑border investment within the EU. The initiative seeks views on barriers to exercising shareholder rights across Member States, with any revision intended to reduce fragmentation and facilitate more efficient participation in EU capital markets.
UK
Boardroom pay deserves a rethink
The Financial Times argues that growing governance, legal and reputational demands on UK boards have significantly increased the workload and risk faced by non‑executive directors, even as their pay has lagged behind international peers. The article highlights a widening debate over whether UK board remuneration structures, including the possible use of equity, need to evolve to attract and retain suitably skilled directors amid intensifying investor and regulatory scrutiny.
FTSE Women Leaders Review
FTSE Women Leaders has published its latest report, showing that the UK continues to lead internationally on women’s representation on boards and in senior leadership roles, with 69% of FTSE 350 companies now meeting the 40% women on boards target. While the data highlights significant progress driven by business‑led action and transparency, the report also points to persistent gaps in key executive roles, including the CEO position, where women remain under‑represented.
Barclays pays boss £15m after Britain scraps bonus cap
The Telegraph reports that Barclays chief executive C.S. Venkatakrishnan received his largest pay package since taking the role, with total remuneration rising nearly 30 per cent after the UK scrapped the bankers’ bonus cap. The increase comes as Barclays boosted its overall bonus pool and announced further shareholder returns, reviving debate over executive pay, incentives and alignment following regulatory changes to remuneration rules.
Who would be a FTSE 100 chair?
The Financial Times reports that several UK‑listed companies, including Marks & Spencer and British American Tobacco, have opted to extend chair tenures beyond the UK Corporate Governance Code’s nine‑year guideline amid periods of operational and strategic disruption. The moves have reignited debate over whether the code allows sufficient flexibility for board continuity during major transformations, as regulators emphasise the “comply or explain” principle rather than rigid enforcement.
UK releases finalised Sustainability Reporting Standards
ESG Today reports that the UK government has published the finalised UK Sustainability Reporting Standards (UK SRS), which are based on the IFRS Foundation’s ISSB S1 and S2 standards. The standards are currently voluntary, but the Financial Conduct Authority (FCA) is consulting on proposals to require UK-listed firms to include UK SRS disclosures in their reporting. The Financial Conduct Authority (FCA) has proposed updating the UK Listing Rules so that listed companies must report sustainability disclosures in line with the UK SRS for accounting periods beginning on or after 1 January 2027.
France
French mining group Eramet suspends finance chief days after ousting CEO
The Financial Times reports that French mining group Eramet has suspended its chief financial officer shortly after dismissing its recently appointed chief executive, deepening a governance crisis marked by board divisions and shareholder tensions. The developments have raised questions over board oversight, executive succession and internal controls, as the company prepares to appoint external advisers to review its finance and governance processes.
Decree No. 2026-94 of 13 February 2026 relating to the modernization of communication methods with shareholders of certain commercial companies
The decree modernises how companies communicate with shareholders by expanding the use of electronic convening and documentation for general meetings, strengthening the information role of company websites, and simplifying related procedural requirements. It also adjusts key meeting mechanics, including moving the record date to five working days before the meeting and shortening the retention period for proxies and mandates held by intermediaries, with most changes effective from February 2026 and certain meeting‑notice rules applying from July 2026.
LVMH investors demand clarity on Bernard Arnault succession plan
Reuters reports that some LVMH shareholders are pressing the luxury group for greater clarity on succession planning, warning that uncertainty over who will eventually replace long‑time chair and chief executive Bernard Arnault is becoming a governance risk. Investors say the lack of transparency is beginning to weigh on perceptions of the company, despite LVMH maintaining that succession plans exist but will not be disclosed publicly.
Italy
What other countries can learn from Italy’s new IPO corporate governance regime
The Columbia Law School’s Blog on Corporations Italy introduces a new IPO governance regime that lets companies customise key governance arrangements when going public, shifting several decisions from regulators to the market. Issuers can opt out of traditional mechanisms like the slate‑voting system, use lower quorums for certain shareholder decisions, and gain more flexibility on related‑party transactions – while still respecting core, unalterable safeguards for minority protection. The approach prioritises transparency, market discipline, and adaptability, reflecting an economic environment where firms rely on speed, risk‑taking, and intangible assets. The regime aims to make listings more attractive by enhancing flexibility yet maintaining essential protections, aligning Italy with global trends while keeping stronger baseline safeguards than other jurisdictions.
Banca Monte dei Paschi di Siena absorbs Mediobanca, marking its delisting from the Milan Stock Exchange
Il Sole Ore reports that Banca MPS decides to merge Mediobanca through incorporation, removing its shares from the Milan Stock Exchange. Corporate, investment, and private‑banking activities aimed at high‑end clients will be moved into a new non‑listed company fully owned by MPS, which will continue under the Mediobanca name. The plan follows the path set by the takeover bid launched 13 months earlier and aims to protect and strengthen the Mediobanca brand while maximising industrial synergies. The new structure concentrates strategic and profitability goals, keeps the stake in Assicurazioni Generali within the transferred perimeter, and creates a specialised operating model designed to enhance Mediobanca’s long‑standing expertise.
MPS board approved longlist of 30 candidates for the upcoming board renewal, including Chair Maione and CEO Lovaglio
Il Sole Ore reports that MPS’s board approved a 30‑name longlist for the upcoming board renewal, which will be trimmed to 20 candidates before the shareholder meeting. The list includes chairman Nicola Maione, CEO Luigi Lovaglio, several current directors, and prominent new candidates such as Fabrizio Palermo, Corrado Passera and Massimo Caputi. Names like Carlo Vivaldi and Paolo Boccardelli also appear, reportedly aligning with the BCE’s informal request for sector‑experienced profiles. Selection follows criteria set by the board with support from the Nominations Committee and the advisor Korn Ferry. The final list must be ready by early March ahead of the 15 April meeting.
Spain
CNMV approves Neinor’s second takeover bid for Aedas
Cinco Dias reports that the CNMV has approved Neinor’s mandatory takeover bid for the 20.8% of Aedas it does not yet control, at €24 per share. The offer follows Neinor’s acquisition of 79% of the company from Castlelake in December. Once completed, the transaction will create Spain’s largest residential developer, with land to build more than 43,000 homes. The second bid, valued at around €24 million, brings the total deal close to €950 million. Neinor says this step allows it to “move forward and focus on managing Spain’s leading residential platform.
Bondalti responds to Ercros board opinion and highlights key omissions
Bolsa Mania reports that Bondalti has challenged the negative opinion issued by the Ercros board on its takeover bid, noting inaccuracies and major omissions in the company’s communication. The bidder underscores that Evercore considers the offer price fair and that the board’s view was not unanimous, with two directors expressing favourable or alternative positions. Bondalti also points to the support of CCOO and UGT, who see the bid as positive for industrial stability and employment. The company stresses that key information for minority shareholders – such as fairness, lack of unanimity and union backing – was omitted from Ercros’ press release. The €3.505‑per‑share offer, authorised by the CNMV, now awaits the decision of Ercros shareholders.
BBVA removes age limit for board members
Expansion reports that BBVA has eliminated the 75‑year age limit for serving as a board director, aligning its rules with market practice. The change, approved on 4 February, allows the re‑election of current members who exceed that threshold, including Carlos Salazar (75). The bank also reiterates its commitment to an executive chairmanship model, despite evolving ECB and EBA governance guidelines.
Switzerland
UBS ordered to give Credit Suisse shareholders access to valuation documents
The Financial Times reports that a Zurich court has ordered UBS to grant former Credit Suisse shareholders access to internal valuation documents linked to the bank’s 2023 takeover, intensifying legal scrutiny of the emergency merger. The ruling strengthens shareholders’ ability to challenge the deal’s valuation and adds to the governance, legal and capital pressures facing UBS as it continues to integrate Credit Suisse.
North American developments
United States
End the SEC’s Access Rule, don’t mend it
The Wall Street Journal argues, in an opinion piece by Stanford law professor and former SEC commissioner Joseph Grundfest, that the SEC’s Shareholder Access Rule has turned shareholder meetings into forums for largely symbolic proposals driven by investors with minimal holdings. He contends that the rule exceeds the SEC’s statutory authority, intrudes into state corporate law, and should be repealed in favour of company‑led approaches to shareholder access.
DEI rules that changed corporate boards are vanishing
The Wall Street Journal reports that US companies are appointing women and minority directors at no faster a pace than a decade ago, as many firms quietly scale back board‑level diversity policies amid shifting legal and political pressures. The analysis suggests that, despite years of investor and regulatory focus on DEI, recent board appointments and disclosures point to a marked slowdown in progress across the S&P 500.
Edison will reduce executive bonuses as a result of the eaton fire
The New York Times reports that Southern California Edison is cutting bonuses for senior executives after concluding its equipment most likely caused last year’s deadly Eaton fire near Los Angeles. The move, which includes a significant reduction in the chief executive’s pay, highlights how boards are increasingly using remuneration decisions to signal accountability following major operational and governance failures.
Investors in defence stocks wary as Trump places new limits on CEO pay and dividends
Reuters reports that investors in US defence contractors are raising concerns that a White House executive order restricting executive pay, dividends and share buybacks could undermine shareholder returns and make it harder for companies to attract senior talent. The intervention has prompted debate over government involvement in capital allocation and remuneration, as defence companies balance rising geopolitical demand with increased political and regulatory scrutiny.
Big bank CEOs saw their pay rise a collective 21% last year
The Wall Street Journal reports that chief executives at the largest US banks saw their total compensation rise sharply in 2025, with pay across six major lenders increasing more than 20 per cent as profits and revenues reached record levels. The increases have renewed attention on executive pay and succession at large financial institutions, as banks benefit from buoyant markets, increased dealmaking and a more permissive regulatory environment.
Wall Street regulator calls for shrinking exec pay disclosure
Reuters reports that the chair of the US Securities and Exchange Commission has signalled plans to scale back executive pay disclosure requirements as part of a broader push to reduce regulatory burdens on public companies. The proposed changes would mark a shift away from investor‑focused transparency rules introduced after the financial crisis, reigniting debate over the balance between shareholder oversight and corporate flexibility.
APAC developments
Asia’s capitalists will need to fight for their revolution
The Economist reports that Japan’s corporate‑governance reforms over the past decade have significantly improved shareholder returns and attracted activist investors, setting a benchmark for the rest of Asia. However, political shifts in Japan could slow or reverse progress, with wider implications for corporate governance reform across the region as countries grapple with ageing populations, weak returns and entrenched controlling shareholders.
Japan
Japan says companies can rebuff unsolicited bids amid takeover risk concerns
Reuters reports that Japan’s industry ministry is preparing to update its merger guidelines to emphasise that boards are not obliged to accept unsolicited takeover bids, even when they offer significant premiums. The move reflects growing government concern over foreign acquisitions and activist pressure, and highlights ongoing tension between shareholder value, board discretion and national strategic interests.
Japan's top business lobby invites activist fund Elliott for governance talks
Reuters reports that Japan’s main business lobby, Keidanren, has invited activist investor Elliott Investment Management to a rare private meeting to discuss corporate governance, reflecting the growing influence of shareholder activism in the country. The move highlights both rising engagement between activists and corporate Japan and concerns among business leaders about balancing shareholder demands with longer‑term investment and stakeholder priorities.
China
SAMR updates China company naming rules to reduce registration risk
China Briefing reports that China’s market regulator has issued updated guidance on company name registration, clarifying the rules, procedures and compliance requirements for selecting and registering corporate names. The guidance is intended to reduce registration disputes and rejections, with particular relevance for foreign investors navigating legal, reputational and branding considerations when establishing entities in China.
Hong Kong
Hong Kong watchdog tightens IPO sponsor rules amid filing-quality concerns
International Financing Review reports that Hong Kong’s securities regulator is stepping up scrutiny of IPO filings after identifying serious deficiencies in listing documents, warning that some sponsors are overstretched amid a surge in applications. The move underscores growing regulatory concern that deal volume is outpacing due‑diligence capacity, with potential implications for investor confidence as Hong Kong’s IPO market rebounds.
India
Tata scion struggles to consolidate control at one of India’s biggest groups
The Financial Times reports that divisions within the Tata Trusts are complicating succession planning and governance at the Tata Group, as Noel Tata faces resistance in consolidating control following the death of patriarch Ratan Tata. The internal tensions have drawn government attention and raised questions about board stability and transparency at one of India’s largest conglomerates, amid wider strategic and regulatory pressures.
Australia
Price is not right: Rio Tinto, Glencore abandon merger talks
The Australian Financial Review reports that Rio Tinto has abandoned merger talks with Glencore after the two sides failed to agree on valuation and governance terms, ending discussions that could have created the world’s largest mining group. The decision underscores heightened board and shareholder discipline around large‑scale M&A, as Rio concluded the transaction would not deliver sufficient long‑term value despite strategic interest in Glencore’s copper assets.
Women remain significantly underrepresented across ASX300: Report
FS Sustainability reports that a new review of the 40:40 Vision initiative finds all signatory companies believe greater gender diversity has improved workplace culture and business performance, but women remain significantly under‑represented in executive leadership teams across the ASX 300. While signatories continue to outperform the broader market on gender balance, the report highlights a slowing pace of progress and renewed emphasis on the role of clear targets and accountability in driving change.