Georgeson publications
Georgeson in the media
- US: “Texas corporate reforms silence retail shareholders – by design”
- Global: Georgeson has been ranked #1 in Europe and Asia Pacific in Bloomberg’s Global Activism Advisory League Tables for FY25
- Netherlands: “Investor engagement is a year-round activity”
- Italy: “Corporate governance, why shareholders’ votes are becoming unpredictable”
- Netherlands: “Ready for the 2026 AGMs”
- UK: “Older non-executive directors earn more than younger non-execs”
- Italy: The annual letter from the Chairman of the Italian Committee for Corporate Governance
Georgeson events
- US: Georgeson’s William Fiske and Meighan McGowan spoke at a seminar co-hosted with Womble Bond Dickinson titled “2026 Governance Seminar and Proxy Season Outlook” on 29 January
- Italy: Georgeson is attending the CDP Governance Community event titled “Information flow and liabilities of directors” on 30 January in Turin
- Italy: Assonime event panel: “Evolution in the governance of listed companies and the recommendations from the Committee”
- Italy: Nedcommunity event panel: “Shareholder engagement as an essential component of responsible governance”
- Italy: The Corporate Governance Conference roundtable: “The new frontiers for corporate governance”
US: 2025 Investor Voting Report
The report analyses how the largest asset managers, including the Big Three, voted on shareholder proposals, director elections, and Say on Pay during the 2025 US proxy season. It highlights key trends in support for executive pay, governance, and environmental and social proposals, revealing shifts in investor priorities without giving away all the details.
UK: Pre-Emption Group memo
This memo reviews how FTSE 350 companies implemented the Pre-Emption Group’s updated guidance on share issuance authorities during 2025. While adoption of the 10%+10% authority continues to rise outside the FTSE 100, higher share issuance limits face greater shareholder dissent, even as proxy advisors maintain broad support.
Italy: Executive Remuneration Study on 2025 Italian proxy season
Key insights:
- Analysis of 206 executive remuneration proposals submitted by 85 companies listed on the FTSE MID and FTSE Italia Mid Cap indices
- Major trends in terms of voting results, proxy advisors’ recommendations and market feedback
- Inclusion of ESG metrics in FTSE MIB incentive plans and support from institutional investors
US: Bloomberg Law quoted Georgeson’s data in article “Texas corporate reforms silence retail shareholders – by design”
“Under Texas SB 1057, shareholders must hold the lesser of US$1mn in market value or 3% of the corporation’s voting shares, maintain that position for six months, and solicit support from holders representing 67% of voting power before submitting a proposal. According to Georgeson’s analysis, approximately 9% of shareholder proposals would have been excluded from Texas-based companies under these criteria. These are barriers designed to silence minority shareholders and not just filters against frivolous proposals.”
Global: Georgeson ranked #1 in Europe and Asia Pacific in Bloomberg’s Global Activism Advisory League Tables for FY25
On the company side, Georgeson maintained its position as #1 proxy advisor in Europe, and moved up to #1 in Asia Pacific. Georgeson also maintained its position as #1 proxy advisor for activists in Asia Pacific.
Netherlands: Computershare’s Kirsten van Rooijen and Georgeson’s Ivana Cvjetkovic interviewed for Management Scope’s “Investor engagement is a year-round activity”
“The AGM season – the time of year when the general meeting of shareholders is held – no longer exists. The relationship with shareholders requires attention throughout the year, according to investor relations specialists Kirsten van Rooijen and Ivana Cvjetkovic of Computershare and Georgeson. ‘Investor engagement is a year-round activity.’”
Italy: Georgeson’s Lorenzo Casale quoted in Il Sole24Ore's “Corporate governance, why shareholders’ votes are becoming unpredictable” (Italian only)
“The outcome, explains Lorenzo Casale, Head of Italy at the advisory firm Georgeson, will be a multiplication of decision-makers and increasing unpredictability in voting behavior, even within the same asset manager.”
Netherlands: Georgeson’s Ivana Cvjetkovic quoted in Management Scope’s “Ready for the 2026 AGMs”
“For Dutch companies, 2025 was relatively quiet compared to 2024, when many companies adjusted their remuneration policies. ‘That year, almost sixty percent of all remuneration proposals were changed to make them more attractive to international talent’, explains Ivana Cvjetkovic, head of Benelux at Georgeson, a division of Computershare. ‘Although many adjustments went further than what is usual in Europe, proxy advisors and investors showed understanding due to the pressure from the American market’.”
UK: Georgeson’s Cas Sydorowitz quoted in Board Agenda’s “Older non-executive directors earn more than younger non-execs”
“However, research shows that investors across Europe are not happy: there has been a 38% increase in the number of shareholder revolts (votes of 10% or more) against pay policies. Cas Sydorowitz, chief executive of Georgeson, the advisory firm behind the pay revolt research, said investors appears to be more willing to ‘challenge executive pay through a more confrontational and disruptive approach’.”
Italy: Annual letter from the Chairman of the Italian Committee for Corporate Governance (promoted by Abi, Ania, Assogestioni, Assonime, Borsa Italiana and Confindustria) to listed companies references Georgeson data
“Although limited to the study of the 2025 shareholders’ meetings of the Italian companies belonging to the FTSE MIB index, Georgeson’s analysis, Say on Season 2025, reveals an average dissent of 12.17% on remuneration policies (23.31% of minority shareholders).[…] Thus Georgeson 2025, which noted the criticality of these items even in previous assembly seasons.”
US: Georgeson’s William Fiske and Meighan McGowan spoke at a seminar co-hosted with Womble Bond Dickinson “2026 Governance Seminar and Proxy Season Outlook” on 29 January
The seminar covered:
- Emerging issues emerging issues and hot button topics expected to shape the 2026 proxy season
- Shareholder proposal trends and what companies should anticipate
- Voting policies and priorities among key investors and proxy advisory firms
- Strategies for mitigating risk and strengthening engagement with stakeholders
- Activism preparedness
Italy: Georgeson attending CDP Governance Community event “Information flow and liabilities of directors” on 30 January in Turin
Hosted by Italgas SpA, this is the first event of the year for the community created by the government’s investment arm and representatives of its investee companies. The event features two panels:
- First panel – Professor Tombari and Professor Abriani will discuss information flows and directors’ liabilities under current regulations and new capital market rules.
- Second panel – Mr. Marcello Bianchi (Capital Markets Area Director at Assonime) and Mr. Giuseppe Catalano (Head of Corporate Affairs & Company Secretary at Generali) will present current practices among Italian listed companies.
Italy: Georgeson’s Francesco Surace participating in panel discussion at Assonime event “Evolution in the governance of listed companies and the recommendations from the Committee” on 2 February (in Milan/Rome; hybrid event)
The last session of the three-part event will focus on two possible discretionary components of remuneration policies – extraordinary bonuses and termination payments:
- Analysis of proxy advisors’ guidelines and recommendations of the Italian Corporate Governance Code
- Current practices among Italian FTSE MIB companies and related market feedback
- Case studies and additional insights from recent proxy seasons
Italy: Georgeson’s Francesco Surace participating in panel discussion at Nedcommunity event “Shareholder engagement as an essential component of responsible governance” on 10 February (online event)
Francesco will take part in a panel with key representatives from Italian companies at an event organised by the Italian association of non-executive and independent directors in partnership with Georgeson, focusing on shareholder engagement and its implications for executive remuneration. Georgeson’s study on executive remuneration for the 2025 Italian proxy season will be presented.
Italy: Georgeson’s Lorenzo Casale participating in roundtable at The Corporate Governance Conference “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, will feature 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
Japan’s activists grapple with new problem – success
The Financial Times reports Japanese shareholder activists, long stymied by cultural and legal barriers, have recently achieved unprecedented success, with some funds earning 20–30% annualised returns, prompting them to take on larger, more complex stakes in major companies. This shift has led to growing confidence and more aggressive strategies, including operational turnarounds, competing buyouts, and efforts to influence core Japanese corporations, as regulators and companies increasingly welcome activist involvement.
Emboldened activist investors circling US banks
The Wall Street Journal reports HoldCo Asset Management, a relatively small but aggressive hedge fund, has launched a wave of activism in the banking sector, pushing back against Comerica’s sale to Fifth Third and pressuring other regional banks to address underperformance or consider strategic alternatives. This surge in bank-focused activism comes as regulatory easing, rising deal activity, and growing investor attention create an unusual environment, prompting banks to tighten governance, reconsider acquisitions, and prepare for heightened shareholder scrutiny in 2026.
SpaceX spat ends in defeat for activist Boaz Weinstein
The Wall Street Journal reports Boaz Weinstein’s Saba Capital failed in its second attempt to take control of Edinburgh Worldwide Investment Trust, as shareholders overwhelmingly rejected his bid to replace the board despite his 30% stake. The trust, which holds a valuable SpaceX position, defended its board and strategy, marking a significant victory for the existing management and highlighting the resistance US activists can face in the tightly networked UK financial sector.
Companies line up US$1tn of asset sales as activists push break-ups
The Financial Times reports in 2025, companies including Unilever, Kraft Heinz, and Warner Bros Discovery carried out over US$1tn in asset sales – the highest in three years – driven largely by activist investors pushing conglomerates to simplify operations and unlock value. This wave of carve-outs and spin-offs spans consumer, industrial, and media sectors, with private equity often buying divested units to focus on higher-growth, higher-return businesses.
Lululemon founder calls for board overhaul at struggling fitness brand
The Financial Times reports Lululemon founder Chip Wilson, who owns an 8.4% stake, has nominated three new directors to the board to oversee the appointment of a new CEO, criticising the current board for lacking the creative leadership needed to revive the struggling company. The company, facing a 45% share decline in 2025 amid competition, tariffs, and weak consumer spending, defended its board and noted it is already conducting a comprehensive CEO search, separate from activist investor Elliott Management’s US$1bn stake and influence.
Environmental & Social
Nestlé chief blames Trump for company going quiet on sustainability
The Financial Times reports Nestlé CEO Philipp Navratil partly blamed former US President Donald Trump for the company’s limited public focus on sustainability, saying that under Trump’s deregulation and climate scepticism, investor interest in environmental issues in the US largely disappeared. Despite this, Nestlé remains committed to its net zero targets by 2050 and a 50% emissions reduction by 2030, though it has reduced its participation in some external sustainability initiatives.
The Ethos Foundation co-filed shareholder resolutions with Shell and BP
A coalition of 23 international investors representing €1.5tn, coordinated by Follow This, has filed shareholder resolutions at Shell’s and BP’s 2026 AGMs, demanding the companies explain how they will continue creating value as global oil and gas demand is expected to decline. The resolutions aim to increase transparency on long-term financial viability, push fossil fuel companies toward low-carbon investments, and protect shareholders – including pension funds and employees – from potential losses if the transition is delayed.
Global
JPMorgan's asset management arm to end use of proxy advisers in US, memo shows
Reuters reports JPMorgan Chase’s asset management division will stop using third-party proxy advisers in the US, instead relying on its new AI-powered tool, Proxy IQ, to analyse shareholder proposals and corporate governance matters in-house. The move comes amid longstanding criticism of proxy firms for emphasising social and climate agendas over shareholder value, highlighted by a recent executive order increasing oversight of the industry.
Wells Fargo cuts reliance on big proxy advisers with in-house system
Reuters reports Wells Fargo’s wealth and investment management unit has launched its own internal proxy voting service, ending its reliance on proxy adviser ISS and allowing it to vote according to a custom policy focused on clients’ long-term economic interests. The move reflects broader industry and political criticism of proxy firms for prioritising social and climate agendas over shareholder value, following similar steps by JPMorgan and a recent executive order increasing oversight of the sector.
Fidelity pledges crackdown on excessive corporate pay
The Financial Times reports Fidelity International has warned UK company boards to exercise greater discipline on executive pay and ensure remuneration is closely linked to performance, amid concerns that generous packages are increasingly being awarded without strong financial justification. The asset manager also called for clearer capital allocation strategies, robust deal evaluations, and accountability from boards to protect shareholders under the UK’s more flexible listing rules.
European developments
EU urged to copy UK’s growth mission for financial regulators
The Financial Times reports Europe’s largest banks and insurers, led by Zurich Insurance’s Michel Liès, are urging the EU to give financial regulators a formal mandate to support economic growth and competitiveness, alongside their existing focus on stability, arguing that current rules are overly complex and risk putting Europe at a disadvantage versus the US. They point to the UK’s regulatory model, which includes growth as a secondary objective, as a template and say such a mandate would improve accountability and help balance stability with competitiveness.
EU green rules fail to boost funds’ ESG credentials, research finds
The Financial Times reports Europe’s Sustainable Finance Disclosure Regulation (SFDR), introduced in 2021 to boost green investment and curb greenwashing, has largely failed to increase flows into sustainable funds or improve the environmental credentials of portfolios, according to research by Stanford, Harvard, Amsterdam, and London Business School. Critics say the rules are overly complex and confusing for investors, turning compliance into a costly tick-box exercise that has not meaningfully influenced fund behaviour or sustainability outcomes.
UK
How to say goodbye to the chief executive, UK style
The Financial Times reports British Land’s CEO Simon Carter faces a notice period of up to 12 months before leaving, highlighting the UK’s tradition of long executive exit timelines, which can create “lame duck” periods and limit strategic action for both the departing leader and their successor. In contrast, US executives typically enjoy more flexible, quicker exits, often tied to lucrative incentive packages, reflecting a market-driven approach that prioritises retention through rewards rather than contractual restrictions.
One in seven FTSE 100 companies changed bosses this year
The Financial Times reports in 2025, one in seven FTSE 100 companies replaced their CEOs, including major firms like BP, Diageo, and Unilever, as boards sought fresh leadership amid strong market performance. CEO pay in the UK also rose faster than in the US, with FTSE 100 median salaries increasing 11% to US$6.5 million, though US executives still earn more than double that.
Pensions UK Stewardship and Voting Guidelines 2026
The UK’s 2026 Stewardship and Voting Guidelines provide pension scheme trustees and advisers with a framework to promote responsible investment, influence corporate behaviour, and engage on issues like AI, cybersecurity, governance, climate, social factors, and EDI. The updated guidelines also introduce emerging trends from 2025, emphasise collaborative stewardship, and offer pass-through voting as an option for exercising shareholder rights.
WHSmith appoints Leo Quinn as executive chair
The Financial Times reports WHSmith has appointed former Balfour Beatty chief Leo Quinn as executive chair to restore investor confidence following an accounting scandal that led to profit restatements in its US division. Quinn will combine the chair and CEO roles, potentially earn £24.5mn if he doubles the share price, and is tasked with transforming the retailer’s North American operations, with backing from its largest shareholder, Causeway Capital.
Long-awaited audit reform bill scrapped by UK ministers
The Financial Times reports the UK government has abandoned the long-delayed Audit Reform Bill, originally proposed after the 2018 collapse of Carillion, citing improvements in audit quality and a desire to avoid imposing new costs on businesses. Despite ongoing corporate failures and calls from regulators and MPs for stronger oversight, ministers will instead focus on modernising corporate reporting, leaving key reforms on audit scrutiny, competition, and director accountability unimplemented.
Germany
Singapore sentences British national to more than six years in Wirecard case
The Financial Times reports two businessmen, James Henry O’Sullivan and Shan Rajaratnam, received the longest prison sentences to date in Singapore for their roles in falsifying documents that concealed Wirecard’s missing €1.9bn, with O’Sullivan sentenced to 6½ years and Rajaratnam to 10 years. Their convictions mark the highest-profile prosecutions in Singapore related to the Wirecard scandal, which has also led to multiple other executives being jailed and ongoing trials in Germany
France
LVMH investors demand clarity on Bernard Arnault succession plan
Reuters reports LVMH shareholders are increasingly concerned about the lack of clarity around Bernard Arnault’s succession, with investors warning that the unresolved plan for handing over leadership to his heirs poses a growing governance risk. While the company says succession plans exist, they are not public, leaving shareholders uncertain about who will take control and how potential disputes among Arnault’s five children would be resolved.
Norway
He runs the world’s biggest sovereign wealth fund, but his podcast made him famous
The New York Times reports Nicolai Tangen raised the profile of Norway’s US$2.1 trillion sovereign wealth fund through a public leadership style, including media appearances and a podcast with global executives, which he says improves transparency and public understanding. However, critics argue his visibility has exposed the fund to political scrutiny, elevated his personal brand over explaining the fund’s performance, and occasionally created controversies, such as the divestments from Israeli-linked companies amid geopolitical pressure.
Netherlands
MPs to tear up ban on big bonuses for most bank, fintech staff
DutchNews reports that Dutch MPs are set to support a proposal to relax bonus caps for most bank and fintech employees, while keeping strict limits for top executives and staff in key risk roles. The change aims to help financial firms attract specialist talent and remain competitive in Europe, reversing restrictions imposed after the 2008 financial crisis.
Investors’ group VEB challenges OCI merger plan in court
DutchNews reports that Dutch investors’ association VEB has launched legal action to block the proposed merger between OCI and Orascom Construction, arguing that minority shareholders could be severely disadvantaged and the deal primarily benefits the controlling Sawiris family. They claim the share exchange undervalues OCI, exposes investors to a less liquid foreign market, and involves a major conflict of interest, and are seeking court measures to halt the merger vote.
Netherlands overhauls its €1.8tn pension system
The Financial Times reports the Netherlands is shifting its €1.8tn pension system from defined benefit to defined contribution accounts, allowing individual payouts to fluctuate with fund performance while maintaining some collective risk-sharing, potentially increasing pensions for millions of savers. The transition, driven by surpluses in most funds, is expected to change investment strategies toward higher-return assets like private equity, but experts warn that complex implementation and historical data issues could lead to calculation errors and future vulnerabilities.
Judge intervenes in takeover of chemical company OCI by construction company Orascom
FD reports a Dutch court has suspended the proposed takeover of fertiliser company OCI by Orascom after investors challenged the deal, arguing it unfairly favoured majority owner Nassef Sawiris. The court blocked the shareholder vote, ordered the appointment of two independent directors, and said only they may revive the proposal with revised terms.
Italy
Mps, new rules for the Board of Directors: “We want to pay more dividends”
Il Sole Ore reports the amendments to the by-laws include the possibility for the shareholders’ meeting to raise the ratio between variable and fixed remuneration from 1:1 to 2:1, in order to “maintain market competitiveness” in attracting key personnel.
Spain
Five Spanish companies rank among the world’s most sustainable
Forbes reports five Spanish listed companies have been included in the 2025 Global 100, highlighting sustainability as a growing driver of competitiveness. EDP Renováveis leads the national group, reaching 3rd place thanks to nearly 100% sustainable revenues and investments. Acciona, Inditex, Cellnex and Telefónica also secure positions in the ranking under the new methodology focused on sustainable investment and green revenue growth. The results reinforce that sustainable business models are delivering both economic and reputational advantages worldwide.
The chairman of Naturgy states ‘The greater the market liquidity, the greater the freedom for all shareholders’
Expansion reports Naturgy’s chairman, Francisco Reynés, highlighted in Davos that strengthening the company’s free float has been essential to improving liquidity and ensuring greater flexibility for all shareholders. The successful self‑tender offer and subsequent stake movements have enhanced Naturgy’s presence in key indices and reduced share volatility. Reynés emphasised the value of a stable shareholder base and the importance of adapting governance to a complex geopolitical environment.
Unicaja improves its CDP climate change rating in 2025
Bolsa Mania reports Unicaja improved its CDP Climate Change 2025 rating, from a ‘C’ to a ‘B’, advancing from the ‘Awareness’ to ‘Management’ level. The bank now ranks among more than 20,000 companies assessed globally. The upgrade reflects strong progress in key areas such as Value Chain Engagement (from C– to A) and Business Strategy (from C to A). This improvement highlights Unicaja’s shift toward a more robust and internationally aligned climate‑management model.
Enagás shareholders set to re‑elect chairman and CEO for another four‑year term
Cinco Dias reports Enagás is heading toward a period of leadership stability, as shareholders are expected to support the re‑election of both chairman and CEO at the 2026 annual general meeting. The move would reinforce continuity in the company’s strategic direction. These plans reflect investors’ confidence in the current management team. The decision comes as Enagás seeks predictability and long‑term governance strength.
Dia replaces chairman after eight months and raises share of independent directors to 90%
Cinco Días reports Dia announced a restructuring of its board following the resignation of chairman Alberto Gavazzi after eight months, linked to the end of his professional relationship with major shareholder Letterone. Benjamin J. Babcock returns as chairman on 25 February, ensuring continuity in strategic oversight. The board also creates the roles of vice‑chair and lead independent director, both assumed by Luisa Delgado. With new appointments and reclassifications, independent directors will now represent 90% of the board, significantly strengthening Dia’s governance framework.
Switzerland
Ermotti’s UBS legacy leaves space for third act
The Financial Times Lex column argues Sergio Ermotti’s return as UBS CEO has gone better than expected, with a smooth Credit Suisse integration and strong underlying businesses, positioning the bank more positively despite regulatory headwinds. As Ermotti prepares to step down, his success and UBS’s renewed ambitions raise speculation he could “boomerang” back again in a future leadership role, possibly as chair, just as the bank enters a more opportunistic phase.
Large banks: Ethos supports higher capital requirements
Ethos supports the Swiss government’s post–Credit Suisse reforms, particularly the requirement that large banks fully deduct foreign subsidiary holdings from parent core capital, arguing this is the key measure to prevent future banking crises. It says the change will strengthen UBS’s resilience, better protect taxpayers, creditors and shareholders, and correct a major flaw in Switzerland’s too-big-to-fail framework by ensuring higher-quality capital backing international activities.
North American developments
United States
Supersize CEO pay packages aren’t paying off for shareholders
The Wall Street Journal reports many “moonshot” CEO pay packages, designed to incentivise extreme performance with US$100mn-plus equity awards, largely failed to deliver, with three-quarters of companies underperforming the S&P 500 and half of CEOs forfeiting most or all of their awards. Only a few, such as KKR’s co-CEOs, fully achieved their targets, highlighting the challenge of setting goals that are neither too easy nor unattainable while aligning executive incentives with shareholder returns.
Elon Musk’s US$1tn mega-bonus is now a meme
The Financial Times reports Gamestop proposed a US$24bn stock-option plan for CEO Ryan Cohen, potentially worth 28% of the company if he hits ambitious market cap and profit targets by 2036, echoing Tesla’s US$1tn bonus for Elon Musk but with fewer operational conditions and a shorter holding period. While the headline figures grab attention, their real value is far lower due to the long timelines, slim odds of success, and executives’ tendency to heavily discount future payouts compared with shareholders.
Netflix revamps Warner Bros. bid, seeking to thwart Paramount
The New York Times reports Netflix revised its US$83bn agreement to acquire Warner Bros. Discovery’s streaming and studio assets into an all-cash offer, aiming to give shareholders greater certainty and strengthen its position against a rival bid from Paramount. The change intensifies a governance showdown ahead of a shareholder vote, as Warner investors weigh competing valuations, debt assumptions and strategic outcomes while Netflix faces investor scepticism reflected in a falling share price.
America Inc’s new boardroom trend: chief exiting officer
The Financial Times Lex column reports CEO turnover at US public companies reached its highest level since 2010, with leadership changes accelerating across sectors and increasingly affecting high-performing firms as well as underperformers. The surge reflects boardroom caution amid economic uncertainty, activist pressure and rapid technological change, underscoring a governance shift in which chief executives’ authority is more conditional and stability is no longer automatically valued.
Delaware high court reinstates Elon Musk’s US$56bn Tesla pay package
The Financial Times reports the Delaware Supreme Court reinstated Elon Musk’s 2018 Tesla pay package, ruling that fully cancelling the US$56bn award was an excessive remedy even though the board’s approval process was flawed due to its closeness to Musk. The decision underscores ongoing governance tensions over executive pay, board independence and shareholder rights, while highlighting how courts, investors and companies are recalibrating accountability for powerful “superstar” CEOs.
APAC developments
Japan
Japan’s economy is worse and better than doom and gloom
The Wall Street Journal Opinion section argues a sharp rise in Japanese bond yields and a weakening yen reflect investor concern over fiscal risks and political uncertainty as Japan moves toward higher interest rates after decades of ultra-loose policy. At the same time, long-running corporate governance reforms are driving a healthier shake-out of weak firms, rising M&A and shareholder activism, suggesting Japan’s transition to a more “normal” economy is promising but financially and politically risky.
Japan’s governance reforms finally igniting an M&A and activism boom
Chambers and Partners argues Japan’s corporate governance reforms, launched under Shinzo Abe and strengthened over the past decade, are now materially reshaping equity markets by pushing companies and institutional investors to prioritise growth, capital efficiency and shareholder value. A landmark court ruling protecting minority shareholders, a weak yen and capital reallocation away from China accelerated M&A and private equity activity, marking a decisive break from Japan’s “lost decades” and signalling a more investor-driven corporate landscape.
China
China’s first national climate disclosure standard wins investor support – with calls for phased rollout
Responsible Investor reports investors broadly welcomed China’s first national climate disclosure framework, jointly issued in late December by the Ministry of Finance, the central bank, and financial regulators, because it aligns closely with the ISSB’s S2 climate standard while adding “double materiality” and China-specific datapoints – they stress that credibility will hinge on careful, phased implementation. The framework is positioned as a trial, voluntary standard for now, with sector-by-sector guidance (especially for carbon-intensive industries) to follow, and the government signalling a future shift toward mandatory reporting could extend beyond large, listed companies to SOEs, non-listed firms, and even SMEs. Market participants view the cross-ministry approach as strong central coordination and a clear commitment to ISSB-aligned rules – especially notable amid ESG pushback elsewhere – while urging clarity on the timeline and compliance expectations, and warning double materiality must be clearly defined and decision-useful so impact disclosures complement rather than dilute financially material information for capital allocation and risk assessment. Overall, investors see the standard as a bridge between global baselines and “China characteristics,” but emphasise supervision capacity, assurance pathways, and market readiness will determine success.
Hong Kong
David Webb’s legacy in Hong Kong governance and transparency
The Financial Times reports David Webb (1965–2025) was a self-taught programmer turned polymath financier who used his independence and sharp research to push for stronger corporate governance, market transparency, and broader democratic accountability in Hong Kong. After writing a ZX Spectrum programming book as a teenager and using its royalties to begin investing, he built a finance career in London before moving to Hong Kong in 1991 and deciding by 1998 that he had earned enough to focus on reform instead of profit. He founded nonprofit webb-site.com in 1998, creating a widely relied-on database of public records on listed companies – described as a “one-man Bloomberg terminal” – and became known for “speaking truth to power” by exposing conflicts of interest, weak minority protections, and opaque market practices. His 2017 “Enigma Network” report on cross-shareholdings and allegedly inflated valuations triggered major market fallout, underscoring his influence with retail investors. Though relentless in pursuit of accountability, he was remembered as kind and principled, served in establishment roles including HKEX and the SFC, supported pro-democracy ideals (notably during the 2014 Umbrella Movement), received an MBE in June 2025, and closed webb-site in October 2024, reflecting campaigning for the public interest had been one of the greatest joys of his life.
HKiNEDA 2025 Survey: INEDs at centre of dual listings, digital assets, and AI risk governance
HKiNEDA’s 2025 Survey Questionnaire, conducted ahead of its Annual Conference and based on input from 167 INEDs, advisors, and executives, paints INEDs as pivotal to Hong Kong’s competitiveness as an international financial hub amid the rise of dual listings, digital assets/Web3, and AI-driven risks. Respondents – spanning financial services and fast-growing tech and real estate sectors, with meaningful exposure to smaller and private firms – describe a broad, collaborative governance ecosystem that helps emerging companies scale responsibly. The survey positions dual listings as a key catalyst for market growth by expanding global investor access and liquidity, supported by mechanisms such as fast-track pathways for mainland enterprises, while highlighting INEDs’ role in aligning cross-jurisdiction rules and managing risks ranging from valuation gaps to geopolitical exposure. In digital assets, INEDs are framed as balancing innovation (e.g. tokenisation and stablecoins) with strong safeguards, backing regulatory frameworks and talent-building to strengthen Hong Kong’s Web3 ambitions without undermining investor trust. The most pronounced focus is AI risk: INEDs are urged to drive board-level AI literacy, embed ethical governance, and integrate controls for issues like bias, data security, and model risk into enterprise-wide frameworks – serving as a practical “ethical compass” that enables innovation with transparency and resilience – aligned with HKiNEDA’s mission to professionalise INEDs and advance high-quality governance across Greater China’s capital markets.
Australia
AustralianSuper swings behind BlueScope’s rejection of AU$13.2b bid
The Australian Financial Review reports AustralianSuper, BlueScope Steel’s largest shareholder with over 13% ownership, backed the company’s rejection of a AU$13.2bn takeover offer from SGH and Steel Dynamics, saying the bid undervalues the business and only a materially higher price would be supported. BlueScope’s board defended the decision, citing the company’s growth programs, valuable real estate, and productivity initiatives, while analysts suggest any successful bid would need to recognise synergies, North American asset quality, and latent property value.
Kerry Stokes faces Seven West shareholders one last time
The Australian Financial Review reports Seven West Media is set to be absorbed by Southern Cross Media after 99.4% of shareholders, led by controlling stakeholder Kerry Stokes, voted in favour of the takeover, creating a diversified media group with nearly AU$2bn in revenue and extensive TV, radio, digital, and publishing assets. Under the scheme, Seven West shareholders will receive Southern Cross shares and hold 49.9% of the new company, with the merger awaiting NSW Supreme Court approval before trading of the combined entity begins in early January 2026.
ANZ may claw back more executive pay as board receives second strike
The Australian Financial Review reports ANZ received a second strike against its remuneration report after shareholders expressed frustration over compliance failures, prompting chairman Paul O’Sullivan to signal the bank may seek further clawbacks of pay from former CEO Shayne Elliott and other executives. Despite the hostile 4½-hour AGM, O’Sullivan was re-elected, defended the board’s past actions, and emphasised future adjustments to executive entitlements will be made where justified, though investors will judge the bank on actual outcomes rather than promises.
BlueScope’s suitor says steel giant has no better option than to sell
The Australian Financial Review reports Steel Dynamics chairman Mark Millett criticised BlueScope Steel for rejecting the AU$13.2bn takeover offer from SGH Limited and Steel Dynamics, saying the company has not presented investors with a convincing alternative strategy and labelling its growth plans as conservative and incomplete. While BlueScope seeks rival bids from companies like Nippon Steel and POSCO, analysts suggest the current offer undervalues the company, and investors indicate a higher bid – around AU$40 per share – would be needed to secure support.