Georgeson publications
Georgeson in the media
Georgeson events
Australia: Georgeson has published its Australian 2025 mini-AGM season review
This report covers the meetings that occurred in the first half of 2025. Key takeaways include:
- Decline in average support for remuneration reports across all mini-AGM seasons since 2022. While there were fewer strikes in the first half of 2025 compared to 2024, scrutiny on remuneration report votes remains high.
- During the 2025 mini-AGM season we observed a decrease in 'against' votes for director candidates. However, there have been notable instances of significant opposition to individual directors for company-specific reasons.
- Say on Climate votes are receiving an increasing number of abstentions compared to previous years.
Spain: Georgeson has published a report with the Esade Center for Corporate Governance titled “The Board Agenda in 2030” in partnership with PwC, Diligent, Mercer, and IBM
The report aims primarily to identify and analyse the key priorities that will shape board agendas through to the year 2030. Based on an empirical study involving 175 experts and board members from publicly listed companies in Spain, it offers a forward-looking overview of the role these bodies must play in creating sustainable value in an environment of technological disruption, global uncertainty, and increasing demand for more transparent, diverse, and effective governance. The publication of the report was covered in Expansión’s article titled “What profiles will boards of directors seek in 2030?”.
Spain: Georgeson has published the 8th Edition of its Executive Remuneration Observatory for Listed Companies and presented the findings of the report at events in Madrid and Barcelona
Cuatrecasas, Georgeson and WTW, in collaboration with Emisores Españoles, have held the eighth edition of the observatory, in which they analyse the remuneration of directors and senior executives of listed companies on an annual basis. Thanks to their extensive knowledge of the market, the legal system and international best practices, these three entities have offered a multidisciplinary and practical view of the most relevant and current issues in the field of remuneration.
UK: Georgeson has published a memo on Contested FTSE 350 Remuneration Report Votes from April to June
This memo provides an overview of FTSE 350 remuneration report votes that received more than 20% opposition, from April to June of 2025.
Australia: Georgeson’s data is quoted in the Financial Times’ article titled “‘Millionaires’ Factory’ Macquarie faces Aussie pay test”
“Strikes have become a more regular feature of AGM season in Australia. Georgeson, the shareholder engagement consultancy, said just over 10 per cent of companies in the S&P/ASX 300 index have already suffered a strike this year. Yet, in practice, the threat to boards is limited even when strikes have become recurring. Georgeson research showed there was a rise in second strikes in 2024 and yet no spill votes have been cast against boards even for companies enduring their fourth consecutive rebuke.”
Australia: Georgeson’s Paul Murphy is quoted in FS Sustainability’s article titled “Gender diversity, overboarding top of mind for instos: Georgeson”
“The lack of gender diversity, independence and 'overboarding,' are some of the top reasons why institutional investors voted against directors, according to Georgeson, after analysing trends in the latest mini-AGM season. […] ‘Remuneration strikes can act as an early alert to shareholder sentiment about the performance of the executives and the board or the company's approach in other areas,’ Georgeson head of ESG for Asia Pacific Paul Murphy commented.”
UK: Georgeson’s Daniel Veazey and Kevin O’Neill co-wrote an article titled “Executive pay trends in 2025” that was published by Board Agenda
“Georgeson analysed voting outcomes of remuneration report resolutions, representing more than 55% of the AGMs in the FTSE 350 index, from January to the end of May. This mid-year analysis offers early insight into the key factors influencing investor behaviour when it comes to the typically most contentious voting issue – executive pay.”
Italy: The findings of Georgeson’s “Say on Season 2025” report were covered by Il Sole 24 Ore’s articles titled “Governance: Georgeson-Chiomenti raises quorum for listed shareholders' meetings to 73%” and “Governance: Georgeson-Chiomenti, growing proxy advisor disputes”
“…the average consensus recorded in 2025 for resolutions approving the remuneration policy was 87.5% (71.1% considering only minority shareholders), a slight decline from the previous year but still an increase over the entire three-year period. This is according to the paper "Say On Season 2025," an analysis of trends observed in annual shareholders' meetings in eight key European markets, conducted by Georgeson, a global shareholder engagement firm, and presented at an event in Milan organized by Chiomenti.”
Italy: Georgeson’s annual event “2025 Shareholders' Meeting Season and Perspectives. Towards Reforms” was held in collaboration with Chiomenti on 3 July at the Chiomenti Auditorium in Milan
The event included several panels, under which:
- Francesco Surace, Georgeson’s Head of Corporate Governance Italy, presented the major trends in executive compensation, board renewals and institutional investors’ shareholding in the 2025 AGM season.
- Lorenzo Casale, Georgeson’s Head of Market Italy, moderated a panel of representatives from issuers, institutional investors, and proxy advisors, focusing on the 2025 AGM season.
- Other important roundtables were held, such as the panel of Chairpersons of Italian issuers as well as the interview to Mr. Federico Freni, Undersecretary of the Ministry of Economy and Finance, about the challenges of financial markets in Italy.
UK: Georgeson co-hosted an event with the Investor Forum on 17 July
The roundtable discussion, held at our offices in London, reviewed the key insights from the 2025 AGM season. Georgeson’s Daniele Vitale previewed some insights from our 2025 European AGM Season Review and the Investor Forum’s Chris Kinder reviewed the AGM Season for the UK.
Europe: Save the date for our "2025 European AGM Season Review: Live investor panel" on 9 September at 3pm BST | 4pm CEST
Join us to for an in-depth look at Georgeson's 2025 European AGM Season Review, where we'll highlight emerging patterns in executive remuneration, director elections and investor voting behaviour.
Following the review, our panel of expert investors will discuss the dominant themes from the 2025 proxy season – offering firsthand perspectives on what’s shaping investor sentiment.
This is an ideal opportunity to sharpen your approach ahead of the 2026 AGM season and elevate your shareholder engagement strategy with data-driven insights.
Shareholder activism
Elliott Management builds stake in Global Payments in wake of Worldpay deal
The Financial Times reports that Elliott Management has acquired a significant stake in Global Payments following the company’s US$24.2bn acquisition of Worldpay, which was part of a three-way deal with GTCR and Fidelity Information Services. The acquisition led to a decline in Global Payments’ share price and marked a shift from its earlier focus on divestments and shareholder returns. While the exact size of Elliott’s stake and its intentions remain unclear, the investment positions the fund to potentially influence the company's integration strategy.
Swatch activist ups pressure as profits plunge over China weakness
The Financial Times reports that Swatch Group reported a nearly 90% drop in first-half profits, largely due to a sharp decline in sales in China, prompting increased investor dissatisfaction with the company’s leadership. Activist investor GreenWood Investors has launched legal proceedings over Swatch’s recent AGM, citing concerns about the election process and calling for governance reforms. Despite the downturn, Swatch expressed optimism for a recovery in the Chinese market in the second half of the year, citing early signs of improvement.
Avadel shareholder seeks ousting drugmaker’s entire board
The Wall Street Journal reports that ASL Strategic Value Fund plans to call for a shareholder vote to replace Avadel Pharmaceuticals’ entire board, alleging mismanagement of the launch of its narcolepsy drug, Lumryz, which it claims cost the company significant revenue. ASL is also urging Avadel to explore strategic alternatives, including a possible sale, and to offer contingent-value rights tied to potential legal settlements. This push comes amid broader activist pressure in the biotech sector, as Avadel’s stock has fallen about 35% over the past year despite recent signs of improving sales.
Activist investor Elliott wants changes at Sumitomo Realty & Development
The Wall Street Journal reports that Elliott Investment Management, which holds over 3% of Sumitomo Realty & Development, has called on the company to take steps to improve shareholder returns. In a letter, Elliott criticised Sumitomo for weak capital efficiency, poor governance, and being Japan’s most undervalued real estate developer, despite its strong asset portfolio.
Activist investors set to push for changes as dealmaking picks up
Reuters reports that activist investors are regaining momentum in 2025, with board changes emerging as the top demand in 43% of campaigns during the first half of the year. As M&A activity rebounds, activists are expected to increasingly push for spin-offs and company sales, while also favouring quieter settlements over public proxy fights. Institutional investors continue to view activism as a catalyst for accountability, and companies are already preparing for a surge in campaigns targeting leadership, operations, and governance in the second half of the year.
Environmental and social
Aberdeen chair says ‘save the world’ claim by asset managers was a ‘mistake’
The Financial Times reports that Sir Douglas Flint, outgoing chair of Aberdeen Group, criticised the asset management industry for overstating its role in solving global issues through ESG investing, calling such claims a “huge mistake” that exposed firms to legal risks. He argued that ESG was often used as a marketing tool rather than a financially grounded strategy, while others at the conference noted the shift toward framing ESG as a business issue rather than a moral stance. Despite growing political and legal backlash, some asset managers and investors continue to support ESG considerations, focusing on climate-related financial risks and long-term investment strategy.
‘Net zero’ emissions standard paused as Shell quits
The Financial Times reports that Shell, Aker BP, and Enbridge have withdrawn from efforts to help develop a net zero emissions standard for the oil and gas industry, after draft guidelines from the Science Based Targets initiative (SBTi) proposed banning new oil and gas field development. Following these exits, the SBTi paused work on the standard and also delayed stricter guidance for financial institutions funding fossil fuels, extending the deadline to 2030. While the companies maintain their commitment to climate goals, they criticised the draft standards as unrealistic and unreflective of industry perspectives.
US investors back away from climate and social reforms
Reuters reports that US investors are scaling back support for climate and social shareholder proposals in 2025, with average backing dropping to 16% – down from 33% in 2021. The decline reflects growing political pressure, regulatory uncertainty, and top proxy advisors reducing their support.
Global
Wise listing fight leaves proxy advisers bruised
The Financial Times' Lex column has critiqued the performance of major proxy advisers ISS and Glass Lewis in their handling of Wise’s proposed move to a US listing, particularly their failure to highlight a controversial extension of the company's dual-class share structure. While Wise ultimately secured shareholder approval, Lex argues that the incident exposed lapses in proxy advisers' diligence and communication, raising broader concerns about their reliability and oversight.
Glass Lewis previews changes to pay-for-performance model for 2026
Cooley reports that Glass Lewis will overhaul its pay-for-performance model for the 2026 proxy season, replacing its A–F letter grades with a 0–100 numerical score and extending the evaluation period from three to five years. The changes, which also expand coverage to companies in the UK, Europe, and Australia, reflect investor demands for more transparent, long-term, and globally consistent executive pay assessments.
European developments
Board-CEO ties are being put to the test
The Financial Times reports that a growing number of abrupt CEO departures at major European companies reflects rising tension between executives and increasingly proactive boards, driven by pressure to navigate economic, geopolitical, and technological challenges. While boards are acting faster and demanding more accountability, many CEOs feel directors lack the expertise to offer meaningful support, leading to mismatched expectations and trust issues. The article suggests that improving board knowledge, rethinking boardroom structures, and fostering more candid relationships could help address these growing leadership tensions.
UK
FTSE 100 pay revolts double as race with US rivals heats up
CityAM reports that shareholder revolts against executive pay at FTSE 100 companies more than doubled in early 2025, as firms increased compensation to compete with higher US salaries, prompting backlash at companies like Centrica, Melrose, and the London Stock Exchange. Despite average UK CEO pay rising to £4.22m, it still lags behind the US, where S&P 500 CEOs earn around US$16m. The rise in rebellions reflects growing shareholder activism and tension over efforts to align UK executive pay with global peers, especially amid broader changes like the scrapping of the EU bonus cap for UK bankers.
UK’s aversion to super-CEOs might be due a rethink
The Financial Times reports that HSBC is struggling to find a new chair to replace Mark Tucker, highlighting a broader UK governance challenge, where tradition strongly favours separating the chair and CEO roles. While UK investors view combining the roles as poor governance, many large US companies still do so, often relying on lead independent directors for oversight. Lex suggests the UK should reconsider its rigid stance, especially as it seeks to attract companies increasingly drawn to more flexible US governance norms.
Investors fret over talk of AstraZeneca US move
The Financial Times reports that investors are expressing concern over reports that AstraZeneca may shift its primary listing from London to New York, warning it would be a major blow to the UK market and economy. The move could boost the company’s valuation and executive pay but also reflects wider frustrations with the UK business environment, including drug pricing and regulatory challenges. The situation highlights growing anxiety over the UK’s declining appeal for public listings and the broader implications for the City of London’s global competitiveness.
Shein files for Hong Kong IPO to pressure UK to save London listing
The Financial Times reports that Shein has confidentially filed for an IPO in Hong Kong in a strategic move to accelerate its long-delayed listing and pressure UK regulators to approve a London float, which remains its preferred option. The delay stems from regulatory disagreements between the UK and China over risk disclosures related to Shein’s supply chain links to Xinjiang. Despite holding US$12bn in cash and no urgent need to list, Shein’s investors are pushing for progress, while geopolitical tensions and a slump in profits complicate its path to a US$66bn valuation.
Zegona chief tops UK-listed pay league with £131mn award
The Financial Times reports that Eamonn O’Hare, CEO of UK telecoms group Zegona, received £131mn in total pay for 2024 – including £129mn from a management incentive scheme – making him the highest-paid chief of any London-listed company. Zegona's COO, Robert Samuelson, earned £66mn, as the company credited their leadership for turning around Vodafone Spain after acquiring it for €5bn. Their compensation far exceeds typical UK executive pay and has drawn attention amid rising scrutiny of corporate remuneration.
Germany
Mike Ashley’s Frasers warns Hugo Boss it will not back dividends
The Financial Times reports that Frasers Group has threatened to vote against any proposed dividend payments by Hugo Boss, asserting that the company should instead reinvest profits to drive long-term growth and enhance shareholder value. With over 25% of voting rights, Frasers used its significant stake to pressure the board, stating publicly that dividends would be a misuse of capital at this time. The move signals an escalation in Frasers' activist approach, as it seeks to influence strategic decisions at Hugo Boss and potentially increase its stake further.
German watchdog says Wirecard mistakes have made it more willing to ‘step on toes’
The Financial Times reports that BaFin, Germany’s financial regulator, has acknowledged past failures in handling the Wirecard scandal but says it has since become a more assertive and transparent authority. Under new leadership, BaFin has gained broader powers, toughened oversight of firms like Deutsche Bank and N26, and taken a firmer stance on emerging risks such as stablecoins. While aiming to streamline unnecessary bureaucracy, BaFin insists its new approach is about smarter – not looser – regulation.
France
Faced with the rise of the conservative wave, companies will have to deal with pressure from both sides
Les Echos reports that companies are increasingly caught between opposing activist forces, facing continued pressure from progressive movements while also contending with a growing wave of conservative and reactionary activism. This dual pressure complicates corporate decision-making and public positioning.
General meetings: “ESG commitment is evolving but not weakening”
Les Echos reports that this year's general meeting season revealed a slowdown in climate-related resolutions alongside growing investor protests over executive pay, according to Jean-Pierre Grimaud, CEO of Ofi Invest. While ESG commitments continue to evolve, they are not weakening, reflecting ongoing shifts in both company priorities and investor expectations.
Netherlands
Universal Music Group files for public offering
The Wall Street Journal reports that Universal Music Group (UMG) has confidentially filed for a US public offering, though it will not receive proceeds from the sale of shares by selling shareholders. The company, which trades on Euronext Amsterdam and has gained 10% this year, may list in the US following an agreement with investor Bill Ackman’s Pershing Square, who triggered the listing right earlier this year.
Eumedion has published its 2025 proxy season evaluation
Eumedion’s season evaluation finds that tensions between executives and shareholders at Dutch listed companies are easing, with more constructive dialogues ahead of AGMs leading to fewer controversial proposals – down 65% since 2020 and at the lowest level since 2015. Diversity on boards is increasing, especially among women, though growth may be slowing, and sustainability reporting is nearly universal among large companies despite limited shareholder voting on these reports. Additionally, some companies are preparing for fully digital AGMs while emphasising the importance of maintaining in-person meetings for transparency and security, balanced against ensuring shareholder accessibility.
Italy
Compensation policies of Italian blue chips rejected by BlackRock and Vanguard
Il Sole 24 Ore reports that BlackRock and Vanguard, two of the world’s largest asset managers, voted against the executive compensation policies of five major Italian blue-chip companies. This marks repeated rejections for some firms, which have faced similar votes in previous years. The decisions reflect concerns over the alignment between pay and performance, with both asset managers emphasising long-term shareholder value and transparency in remuneration practices.
TIM shareholders’ meeting approves financial statements, bonuses and expansion of corporate purpose
La Repubblica reports that at TIM's shareholders' meeting, the 2024 financial statements, executive bonuses, and an expansion of the company’s corporate purpose – now including insurance and energy services – were approved. However, proposals to change the rules for board nominations, including lowering the number of board members and adjusting the thresholds for submitting candidate lists, were rejected. About 54.7% of the share capital participated in the vote, including Poste Italiane with a 24.82% stake.
Unicredit withdraws takeover bid for Banco BPM, Orcel: “Uncertainty over golden power helps no one
Corriere della Sera reports that Unicredit has officially withdrawn its public exchange offer (OPS) for Banco BPM due to ongoing uncertainty surrounding Italy’s "golden power" regulations, which allow the government to intervene in strategic sectors. CEO Andrea Orcel stated that the lack of clarity on these rules creates instability and is detrimental to all parties involved. The decision marks a significant shift in Unicredit’s strategy amid regulatory and geopolitical concerns.
MPS, ECB gives green light to takeover bid for Mediobanca, even below 50% of share capital. Steps to follow
Corriere della Sera reports that the European Central Bank (ECB) has approved Monte dei Paschi di Siena's (MPS) public exchange offer for Mediobanca, even if MPS acquires less than 50% of the share capital. The ECB has outlined several conditions MPS must meet, including submitting integration plans, governance structures, and IT system strategies, especially if it does not gain de facto control. The approval marks a significant step in the ongoing consolidation of the Italian banking sector.
MPS, green light from Consob and Antitrust: Takeover bid for Mediobanca starts on 14 July
Il Sole 24 Ore reports that Monte dei Paschi di Siena (MPS) has received final approval from both Consob and the Antitrust Authority to proceed with its public exchange offer (OPS) for Mediobanca. The offer will run from 14 July to 8 September 2025, and for each Mediobanca share tendered, MPS will offer 2.53 newly issued MPS shares. The Antitrust clearance was granted unconditionally and ahead of schedule, and MPS has already approved a €13.1 billion capital increase to support the operation.
Spain
The shortage of ESG talent: A critical challenge for corporations
La Razón reports that sustainability has become a central pillar in organisational strategy. Initiatives such as adaptation to the CSRD and the EU Green Taxonomy require qualified professionals capable of producing credible and verifiable ESG reports. However, attracting and retaining such talent within companies is no easy task. According to the Talent Forecast report, prepared by KPMG in collaboration with CEOE, Fundación Telefónica, Microsoft, LinkedIn, Universia, and Fundación SERES, 78% of Spanish companies report serious difficulties in recruiting ESG professionals; 85% acknowledge that demand for these profiles has increased, and 95% anticipate that it will intensify in the coming years.
European bureaucracy costs Spanish companies over one million euros per year
ABC reports that The Exporters Club has analysed EU regulations regarding ESG-related disclosures that companies are required to submit, and their impact on international competitiveness. According to its technical note, the recently introduced simplification measures – which could reduce these costs by 10% – are deemed insufficient.
European companies listed in the US account for less than 2% of total trading volume
El Economista reports that in early May of last year, Ferrovial opened a path in Spain that had previously remained unexplored by other companies. The firm relocated its corporate headquarters to the Netherlands and began trading on three different markets: Spain, the Netherlands, and the United States. The latter was the company’s primary target, as it sought to attract a larger number of North American institutional investors.
Now, several market rumours suggest that some Spanish companies may follow in the footsteps of the infrastructure group. According to a report by Oliver Wyman, a total of up to 50 companies of various sizes have exited the European market this year to relocate to the US. Some have even delisted from European exchanges altogether. However, these dual-listed companies represent only 2% of the total trading volume.
Governance issues attract activist investors
Expansión reports that companies with poor governance practices are often perceived as more vulnerable to activist interventions. Specifically, 84% of global institutional investors believe that weak corporate governance acts as a magnet for such campaigns.
Switzerland
The Swiss solution looming into sight for UBS
The Financial Times reports that UBS may gain relief from stringent new capital requirements as Switzerland's slow-moving political system shifts toward a more consultative, parliamentary-led approach to financial reforms. The proposed “Too Big to Fail” measures – originally to be partly imposed by government ordinance – may now be reviewed in full by parliament, giving UBS more time and room to influence the outcome. This delay could ease political pressure and allow for compromises that may benefit the bank in the long run.
Federal Council decides on next steps with regard to companies' climate disclosures
The Swiss Federal Council announced that it has decided to pause the implementation of revised climate disclosure rules for companies until there is more clarity on potential legislative changes and developments in the EU. Although the proposed amendments were broadly supported during consultation, many stakeholders called for a delay until overarching sustainability reporting laws in the Swiss Code of Obligations are revised. A final decision is expected by early 2026, with the pause lasting no longer than January 2027.
North American developments
United States
Silicon Valley eyes a governance-lite gold rush
The Financial Times reports that Andreessen Horowitz is moving its main asset management unit out of Delaware, criticising the state's courts for being overly protective of minority shareholders and burdensome for tech founders and boards. The firm favours Nevada for its more company-friendly legal environment, despite the risk of investor backlash. This shift reflects growing discontent among some major investors with Delaware’s traditionally shareholder-focused corporate governance framework.
Culture wars come to the annual meeting
The Financial Times reports that Conservative groups like Bowyer Research are increasingly using shareholder proposals to challenge corporate commitments to diversity, equity, and social impact, targeting companies such as Lululemon, Meta, and Goldman Sachs. While these proposals have largely failed to gain traction – often receiving less than 1% support – they reflect a growing backlash against “woke capitalism” and a desire to influence corporate behaviour from the right. Meanwhile, expected regulatory changes under a new, more management-friendly SEC chair may soon make it harder for all activist shareholders to submit such proposals.
Fortune 1000 say-on-pay: An analysis of shareholder engagement in response to adverse votes
The Harvard Law School Forum on Corporate Governance reports that 24 Fortune 1000 companies received less than 80% shareholder support for executive pay in the 2024 season, prompting all to launch shareholder engagement programs. These efforts led to improved say-on-pay outcomes at their 2025 AGMs, with most surpassing the 80% approval threshold, underscoring the influence of proxy advisors and institutional investors in shaping compensation practices.
The US reincorporation race: Who’s in the lead?
ISS Governance highlights a notable uptick in companies seeking to reincorporate outside Delaware, with 18 proposals in 2025 alone – more than double the total from 2023. While Nevada and Texas continue to attract attention due to cost and legal advantages, the article also notes that shareholder approval rates for these moves vary significantly, and institutional investors are beginning to scrutinise the governance implications more closely. The trend signals a broader shift in how companies weigh legal risk, tax burden, and investor perception in their choice of corporate domicile.
Glass Lewis, ISS sue Texas over law limiting DEI, ESG proxy advice
Reuters reports that Glass Lewis and ISS have filed lawsuits against Texas, challenging a new law that restricts proxy advisors from issuing recommendations related to diversity, equity, inclusion (DEI) and environmental, social, and governance (ESG) issues without registering with the state. Both firms argue the law violates their First Amendment rights and imposes unconstitutional burdens on their operations. The lawsuits reflect escalating tensions between proxy advisors and state-level efforts to limit ESG influence in corporate governance.
Tesla sets date for shareholders meeting after protests
The New York Times reports that Tesla has scheduled its 2025 annual shareholder meeting for 6 November, nearly four months past the legal deadline under Texas law, prompting criticism from state officials and shareholder advocates. A coalition of treasurers and pension fund managers had expressed concern over the delay and lack of transparency. The meeting is expected to bring scrutiny of Elon Musk's leadership amid declining sales, a falling stock price, and concerns about his political distractions.
Asian developments
Japan
Shareholders flex power in Japan as CEOs and boards ousted amid governance reforms
Reuters reports that shareholders in Japan are becoming more assertive, as seen in the rare ousting of a CEO and an entire board during June's annual general meetings, signalling a shift toward holding management accountable for poor performance rather than just legal misconduct. This growing domestic investor activism aligns increasingly with activist investors and supports regulatory efforts to improve corporate governance and boost share prices. As a result, Japanese companies are proactively adjusting strategies to avoid backlash, driven by pressure from both domestic institutional investors and Tokyo Stock Exchange reforms.
Alimentation Couche-Tard drops its US$46bn pursuit of 7-Eleven owner
The Financial Times reports that Alimentation Couche-Tard has withdrawn its US$46bn takeover bid for Japan’s Seven & i Holdings, citing a lack of constructive engagement and accusing the company of delay tactics, ending what would have been the largest foreign acquisition of a Japanese firm. The bid had sparked excitement in the Tokyo market and raised hopes for more foreign-led M&A activity in Japan, while also testing the country’s corporate governance progress. Despite initial negotiations and strategic alternatives, including a partial acquisition and a Japanese-led buyout attempt, both efforts ultimately collapsed.
Activist investors shake up Japan’s boardrooms, targeting chemical giants and governance gaps
C&EN reports that for decades, the shareholder meetings of Japanese companies were subdued affairs – swift, quiet ceremonies endorsing the status quo. The goal was harmony, not debate. Now the silence is being shattered. A new breed of shareholder, often wielding significant foreign capital and sharp critiques, is demanding change. Known locally as “opinionated shareholders,” these activists are no longer confined to targeting small or midsize firms; they are increasingly setting their sights on Japan’s industrial pillars. And one industry particularly feeling the heat is chemicals. Hong Kong’s Oasis Management, the UK’s Silchester International Investors, and other activist investors, many from outside Japan, are challenging the status quo at established chemical makers such as Kao, DIC, Tosoh, Daicel, and Nippon Kayaku. They argue that these companies possess potential that is obscured by inefficient operations, poor capital allocation, and a reluctance to make tough decisions – weaknesses they believe are reflected in lagging profitability and share prices. The era of quiet acquiescence in Japanese boardrooms is over.
China
Green investors help bridge ESG ratings gaps in China’s A-share market
An article published in Scientific Reports states that green investors, as key participants in corporate governance, play a crucial role in addressing the ESG ratings divergence. This study investigates how green investors influence ESG ratings divergence using data from Chinese A-share listed firms from 2015 to 2023. The results show that green investors significantly reduce ESG ratings divergence by alleviating information asymmetry between firms and ESG rating agencies. The effect is more pronounced in non-SOEs, firms with lower environmental transparency and poorer governance environment, non-heavily polluting firms, especially the firms with lower air pollution, and firms with stricter environmental regulations. The findings highlight green investors’ critical role in mitigating ESG ratings divergence and provide insights into their governance impact.
Hong Kong
HKEX overhauls Corporate Governance Code with new INED rules and board reforms
Charltons reports that the Hong Kong Stock Exchange is set to implement significant updates to its Corporate Governance Code and Listing Rules, effective 1 July 2025. Aimed at strengthening board effectiveness, independence, and diversity, these amendments introduce measures such as a Lead INED role, mandatory continuous professional development for directors, and a cap on INED directorships and tenure. With a focus on improved risk management, internal controls, and transparent dividend policies, the changes reflect global best practices and stakeholder feedback to elevate corporate governance standards for Hong Kong-listed companies. To facilitate a smooth transition, the Stock Exchange has outlined phased implementation periods, including a three-year transition for the INED directorship cap and a six-year phase-in for the nine-year INED tenure limit. Comprehensive guidance will be provided through a new Corporate Governance Guide, set for release in early 2025, to assist listed companies in meeting these requirements. These updates underscore the Exchange’s commitment to fostering robust governance frameworks that enhance shareholder engagement and long-term value creation.
HKEX declares success in eliminating all-male boards to boost diversity and governance
The Star reports that Hong Kong’s bourse operator has declared victory in its quest to eliminate all-male boards from companies listed on the region’s third-largest stock exchange, an improvement in corporate governance that analysts said would help attract international investors. Fewer than 10 of Hong Kong’s around 2,600 listed companies had all-male boards as of the end of June, according to Hong Kong Exchanges and Clearing (HKEX). A spokesman said these exceptions were companies that had long been suspended from trading or were merely out of compliance temporarily because of a resignation. Eighty-five companies had all-male boards on 1 January when HKEX’s ban on single-gender boards went into effect. In 2022, when the bourse operator unveiled the ban, more than 800 firms – or 40 per cent of listed companies – did not have a woman director. “This requirement helped to create hundreds of new roles for female directors, reinforcing our commitment to fostering a more inclusive and diverse corporate environment and enhanced governance in our markets,” said Katherine Ng, HKEX’s head of listing, in a statement to the Post.
Australia
Investors' role in balancing fairness in executive pay
FS Sustainability reports that executive pay has come under renewed scrutiny as companies award inflation-busting increases to top executives, often justified as post-pandemic adjustments, while most employees receive modest or below-inflation raises. Responsible investors are urged to engage with companies on these disparities, advocating for fairer compensation structures that consider all stakeholders, particularly lower-paid workers. The widening gap between executive and employee pay poses risks to companies, investors, and broader economic stability, especially amid ongoing cost-of-living challenges.