Georgeson publications

Spain: Georgeson published its report on the role of The Lead Independent Director in Spain in conjunction with ESADE

On 7 July 2026, Georgeson and ESADE's Corporate Governance Centre jointly presented the report ‘El Consejero Independiente Coordinador en España’ (‘The Lead Independent Director in Spain’), examining the role of the lead independent director as a key figure in strengthening board independence and effectiveness. The report combines regulatory analysis, international perspectives and first-hand experiences from directors who have held the role. The presentation featured Mario Lara, Director of ESADE's Corporate Governance Centre, and Susana Guerrero, Deputy Director and Head of the Centre's Opinion and Public Debate Area, followed by a round table with independent directors Paloma Beamonte and Mamen Gómez de Barreda, alongside Carlos Sáez, Georgeson's Head of Market for Spain.

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Georgeson in the media

Global: Georgeson features in Bloomberg's Activism League Tables (H1 2026)

In their table, Georgeson ranked:

  • #1 proxy solicitor advisor to companies in Europe and Asia
  • #1 proxy solicitor advisor to activists in Europe

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US: Georgeson’s Chris Hayden is quoted in IR Impact’s article titled ‘Governance proposals surge as SEC overhaul and anti-ESG pivot reshape 2026 proxy season, research shows’

“According to Georgeson’s 2026 Early Proxy Season Review, overall shareholder proposal activity has fallen 15 percent year-on-year to 710 proposals through May 15. That follows 840 proposals in the 2025 season and roughly 1,000 in 2024. […] Chris Hayden, president of Georgeson Advisory North America, said: ‘The consistently high volume of shareholder proposals focusing on core governance rights indicates that they are a key priority for investors.”

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Italy: Georgeson’s Lorenzo Casale is quoted in Il Sole Ore’s article titled ‘Piazza Affari: The challenge is to build a European market system’

“Lorenzo Casale, head of market Italy at Georgeson, observes: "The initiative to reform the TUF was welcomed because it was deemed appropriate to update the regulatory framework for a market undergoing profound and positive evolution such as the Italian one. Its implementation, however, must now take into account a proper balance between process efficiency and ownership of rights, especially with regard to shareholders' meeting dynamics."

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Italy: Georgeson’s Francesco Surace is quoted in Milano Finanza’s article titled ‘Shareholders' meetings remain high in 2026. The impact on board renewals at Eni, BPM, and especially MPS’

“Blue chips are developing increasingly sophisticated engagement processes, with numerous road shows. This way, the dialogue with shareholders begins well in advance and they no longer wait until the final days before the meeting,” explains Francesco Surace, Head of Corporate Governance at Georgeson for Italy. “Our role has also grown over the years. Companies want to engage with the market, so they ask us for increasingly advanced plans to discuss not only financial issues, but also non-financial ones like AI and executive compensation.”

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Georgeson events

US: Computershare Investor Engagement’s Aaron Bertinetti joined the Investor Relations podcast

Computershare Investor Engagement’s CEO for North America, Aaron Bertinetti, discusses shareholder activism preparedness ‒ building the IR playbook before activists arrive, fixing the 1-in-300 investor targeting problem, bringing CEOs actionable intelligence from the road, and why operationalizing investor intelligence requires unified software, not more tools.

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New Zealand: Georgeson’s Paul Murphy participated in a panel at the Australian Investor Relations Association (AIRA) Annual NZ Investor Relations update on 23 July 2026 in Auckland

The panel discussion was titled ‘Changing market dynamics: Passive, Quant and AI-driven investing’. With investment markets becoming increasingly data-driven, automated and interconnected, this session unpacked the rise of passive investing, quantitative strategies and AI, examined how these are influencing market behaviour and discussed the implications for disclosure, engagement and capital market participation.

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US: Georgeson’s Chris Hayden and Meighan McGowan joined The Corporate Counsel’s Time Takes Podcast

Topics included:

  • The impact of new SEC guidance on the 2026 proxy season
  • Shareholder proposal trends in 2026
  • Strategy shifts at the proxy advisors
  • Asset managers moving toward AI-driven voting platforms
  • Exxon's "retail voting program"
  • Expanded pass-through voting
  • How Vanguard, BlackRock and State Street are bifurcating their proxy voting teams
  • DEXIT and Texas
  • Tips for companies navigating the trends towards a decentralized voting ecosystem, investor-specific rather than advisor-defined voting and more variation in engagement styles.

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Market updates

Shareholder activism

How Elliott is becoming the hedge fund industry’s new ‘Tiger cub’ factory

The Financial Times reports that a growing number of former Elliott Management professionals have launched activist hedge funds, creating an “Elliott diaspora” that is extending Paul Singer’s influence across the activist investing landscape. These funds are applying many of the techniques developed at Elliott, including rigorous risk management and highly targeted activism, while focusing on smaller opportunities that may be less attractive to the US$80bn firm. The trend highlights the continued evolution and professionalisation of shareholder activism, with a new generation of investors emerging from one of the sector’s most influential firms.

Activist investors make bigger push for campaigns in H1, seek more M&A

Reuters reports that global shareholder activism accelerated in the second quarter of 2026, with 136 campaigns launched in the first half of the year, a 5% increase compared with the same period in 2025. Activists increasingly focused on mergers and acquisitions, with calls for companies to sell themselves accounting for 21% of campaigns, reflecting improving deal market conditions and a more favourable regulatory environment. The data also suggest that many activists are achieving outcomes through private engagement and negotiated settlements rather than public proxy contests.

Lululemon shareholders back board slate after truce with founder

Reuters reports that Lululemon shareholders have approved a board refresh agreed as part of a settlement with founder Chip Wilson, bringing an end to a high-profile governance dispute that had centred on the company’s strategy, leadership and performance. The agreement adds new independent directors nominated by both the company and Wilson, while providing the incoming CEO with greater stability as she seeks to reposition the business amid increasing competition and slowing growth. The outcome highlights how negotiated settlements can reshape board composition and resolve shareholder disputes without a contested proxy vote.

Elliott calls for gold giant Northern Star to put itself up for sale

The Australian Financial Review reports that Elliott Management has built a stake of more than US$1 billion in Northern Star Resources and is urging the company to undertake a strategic review, including considering a sale, following a series of production downgrades and operational setbacks. Elliott argues that leadership changes, board refreshment and a review of strategic alternatives could help address the miner’s valuation discount, while Northern Star has indicated it is open to constructive dialogue as it searches for a new chief executive. The campaign highlights the continued focus of activists on operational performance and M&A as levers for unlocking shareholder value.

Environmental & Social

The state of ESG investing: How dire is it?

The Wall Street Journal reports that ESG investing continues to face political and market headwinds, with US ESG funds experiencing sustained investor outflows since 2022 and a sharp decline in new fund launches. However, many institutional investors maintain that environmental, social and governance considerations remain relevant to assessing long-term risk and resilience, even as the term ESG itself has become more politically contentious. The article also highlights a shift away from high-profile ESG activism, with major asset managers reducing support for ESG shareholder proposals and placing greater emphasis on engagement and financially material sustainability risks.

European industries expected to win more time to emit carbon

The Financial Times reports that the European Commission is considering changes to the EU Emissions Trading System that would slow the pace of emissions reductions and allow new carbon allowances to be issued into the 2040s. The proposed reforms are intended to ease pressure on energy-intensive industries facing competitiveness concerns, but have drawn criticism from countries and stakeholders who argue they could undermine incentives to decarbonise. The review highlights the ongoing balancing act between maintaining industrial competitiveness and achieving the EU’s long-term climate objectives.

More than two-thirds of FTSE 100 restate climate metrics, analysis finds

The Financial Times reports that more than two-thirds of FTSE 100 companies restated previously reported sustainability metrics in 2025, with most revisions relating to Scope 3 emissions data, highlighting the ongoing challenges of measuring and reporting environmental performance across complex value chains. The findings underscore the relative immaturity of sustainability reporting frameworks compared with financial reporting, as companies continue to refine methodologies and improve data quality ahead of potential new disclosure requirements.

Global

Why boards can no longer wait to pick their next CEO

The Financial Times reports that record levels of CEO turnover are prompting boards to take a more proactive and continuous approach to succession planning, with greater emphasis on developing multiple internal candidates rather than relying on a single heir apparent. Recruiters and governance experts argue that boards should regularly assess future leadership needs, invest in executive development and maintain visibility of external talent pools, reflecting the growing importance of leadership continuity and resilience in an increasingly uncertain business environment.

For the world’s largest companies, the normal rules of corporate governance no longer apply

The Economist argues that while shareholder primacy remains the dominant model of corporate governance globally, the world’s largest companies increasingly operate according to alternative governance frameworks that deviate from traditional shareholder capitalism. The article identifies distinct models, including founder-controlled businesses, national champions and companies dominated by powerful individual leaders, suggesting that as firms grow in size and strategic importance, conventional governance mechanisms often give way to more complex and varied approaches to corporate control.

European developments

UK

UK tightens investment trust rules to close gaps exposed by Saba Capital

The Financial Times reports that the UK Financial Conduct Authority has proposed changes to listing rules that would restrict significant shareholders from voting on proposals to appoint themselves as investment trust managers, following activist campaigns led by Saba Capital. The proposals are intended to strengthen protections against conflicts of interest while preserving shareholder rights, and could make it more difficult for activists to gain control of investment trusts through board changes that ultimately lead to the appointment of affiliated managers. The consultation highlights the regulatory response to the growing use of activism within the UK investment trust sector.

Why retail investors matter more than ever to investment trusts

The Financial Times argues that retail investors are becoming an increasingly important shareholder group within the UK investment trust sector, with their ownership levels rising as institutional participation declines. The article suggests this trend could influence the outcome of activist campaigns, particularly as firms such as Saba Capital continue to target investment trusts, while also increasing the importance of effective shareholder engagement and voting participation among retail investors. Retail support is ultimately presented as a positive development for the sector, providing a more stable shareholder base and reinforcing long-term investment horizons.

Ocado paves way for exit of boss Tim Steiner after succession clash 

The Financial Times reports that Ocado has confirmed chief executive and co-founder Tim Steiner will remain in post until the end of 2027, following investor opposition to an attempted boardroom-led succession plan. The episode highlights the challenges boards face when managing CEO succession, particularly where founder-led companies are concerned, with several shareholders reportedly backing Steiner’s continued leadership and questioning the position of the chair instead. The agreement provides for a longer transition period and illustrates the importance of aligning succession planning with shareholder expectations and company strategy.

The bear hug is an increasingly sensible way to play UK M&A

The Financial Times argues that UK takeover activity is increasingly being conducted in public rather than through private negotiations, as bidders seek to build pressure on target boards and appeal directly to shareholders. The article suggests that prolonged valuation gaps and a changing shareholder base have created greater scope for disagreements between boards and investors over an appropriate sale price, making public campaigns a more attractive tactic. While such approaches can be disruptive, the article contends that they can also expose differences between boards and shareholders and encourage more transparent debate over strategic alternatives.

UK's High Pay Centre to close for good amid funding troubles

Business Live reports that the High Pay Centre, a UK think tank that has campaigned for greater scrutiny of executive remuneration and pay inequality since 2010, is closing after facing significant funding challenges. The organisation played a prominent role in the debate over executive pay, advocating reforms such as enhanced pay disclosures, workforce pay ratio reporting and shareholder ‘say on pay’ rights. Its closure marks the end of a longstanding voice in UK remuneration and corporate governance discussions.

Germany

DAX Executive Board Report 2026

Odgers reports that turnover among DAX 40 executive boards has increased, with 39 departures and 36 new appointments during the latest review period, while average CEO and CFO tenures have continued to shorten. The report also highlights greater diversity and internationalisation, with women now representing 27% of DAX executive board members and non-German executives 37%, alongside a growing reliance on external appointments. The findings suggest that Germany’s largest listed companies are adapting to prolonged uncertainty by prioritising fresh perspectives, operational focus and leadership teams capable of making decisions under pressure.

Bafin publishes 9th amendment to MaRisk

usd reports that BaFin has published the ninth amendment to its Minimum Requirements for Risk Management (MaRisk), introducing a more proportionate supervisory framework that aligns requirements more closely with an institution’s size and risk profile. The changes strengthen expectations around governance, reporting, resilience and the integration of ESG risks, while also bringing MaRisk into closer alignment with DORA and providing greater flexibility in areas such as outsourcing and strategic documentation. Institutions must implement the new requirements by 1 January 2027.

TeamViewer SE: Bafin imposes administrative fine

BaFin reports that it has fined TeamViewer €240,000 for failing to disclose a cyberattack without undue delay, concluding that the incident constituted inside information under the EU Market Abuse Regulation. The regulator emphasised that cyber incidents can trigger ad hoc disclosure obligations where they may have a material impact on investors, particularly for technology companies whose business models depend on digital systems and security. The decision serves as a reminder of the governance and disclosure challenges associated with cybersecurity incidents and the importance of timely market communication.

Italy

UniCredit readies to gain control of Commerzbank as Italy deals take backseat

The Wall Street Journal reports that UniCredit intends to take control of Commerzbank shortly after receiving regulatory approval, with chief executive Andrea Orcel outlining a phased approach that would initially keep Commerzbank and UniCredit’s German subsidiary, HVB, operating separately before any potential merger. The proposed transaction would represent one of Europe’s most significant banking consolidation efforts in recent years and reflects the continued strategic focus on cross-border banking M&A within the sector. Orcel also indicated that UniCredit is prioritising the Commerzbank transaction over domestic dealmaking opportunities in Italy, while positioning the acquisition as a means of strengthening its long-term earnings growth.

MPS rejects Intesa’s bid and keeps Banco BPM option open

Milano Finanza reports that Monte dei Paschi di Siena (MPS) has rejected Intesa Sanpaolo’s €30.6 billion takeover offer, arguing that it undervalues the bank and offers insufficient benefits to MPS shareholders. The board questioned the low takeover premium, the limited share of synergies allocated to MPS investors, and the ambitious cost-saving assumptions underlying the deal.

MPS also highlighted regulatory and antitrust uncertainties, concerns over the sale of branches and the MPS brand, and the risk of losing the bank’s historic identity. At the same time, the board reaffirmed its support for its industrial strategy with Mediobanca and stated that Banco BPM’s alternative proposal deserves further analysis, as it aims to preserve the bank as a whole rather than breaking it up.

Consob: Fewer women in top positions at companies listed on the Milan Stock Exchange

Milano Finanza reports that women continue to have a strong presence on the boards of Italian listed companies, representing 43.8% of board members in 2025, a figure that remains above the 40% quota required by law. However, their representation in the most influential leadership roles has declined, with the number of female chairpersons falling from 24 to 21 and female CEOs from 18 to 17. This suggests that while gender diversity on boards has become well established, women still face barriers to reaching the highest decision-making positions. The Consob report also highlights a shrinking Italian stock market. The number of listed companies fell from 196 at the end of 2024 to 185 at the end of 2025, continuing the trend of delistings. At the same time, the presence of institutional investors declined, with both the number of investors and their holdings decreasing. Ownership of Italian listed companies remains highly concentrated. On average, the largest shareholder controls 48.7% of a company’s capital, confirming the dominant role of controlling shareholders in Italian corporate governance. Institutional investors, most of them foreign, continue to play an important role in shareholder meetings, particularly within FTSE MIB companies. The report also points to several governance developments. Independent directors now account for more than half of board members, minority shareholders have gained greater representation, and the one-tier governance model is becoming increasingly popular. Overall, the findings show progress in governance practices and board diversity, while highlighting ongoing challenges in achieving gender balance in top leadership positions and in revitalising the Italian stock market.

TUF reform: Ambitious goals, limited investor protection

Milano Finanza reports that the recent TUF reform aims to boost the attractiveness and competitiveness of the Italian capital market by encouraging IPOs, simplifying regulations and facilitating access to equity financing. However, a study by Fin-Gov argues that the new framework is overly tilted in favour of controlling shareholders and provides insufficient protection for minority investors. The reform makes delistings easier, weakens certain governance safeguards for newly listed companies and allows listed SMEs to opt into a more flexible regime that may further reduce minority shareholder rights. According to the study, these measures could make Italian listed companies less attractive to investors, increase delisting incentives and ultimately undermine the reform’s stated objectives.

TISG CEO Costantino resigns; entire board of directors ceases office.

Il Sole Ore reports that the Italian Sea Group (TISG) has announced the resignation of its chairman and CEO Giovanni Costantino, the company’s founder, and his son and board member Gianmaria Costantino. Their resignations resulted in the termination of the entire board, as the majority of directors appointed by shareholders are no longer in office. The company has been facing difficulties for several months due to significant cost overruns identified across most of its ongoing contracts and has recently entered a restructuring process. To ensure continuity and support the recovery plan, the current board will remain in office in prorogatio until 10 September 2026 when a new board is expected to be appointed. Giovanni Costantino remains the indirect controlling shareholder of TISG, holding 53.6% of the company’s share capital through GC Holding, a company under his control.

Spain

Six Ibex-listed groups are close to meeting the board gender‑parity law.

Expansion reports that female representation on IBEX 35 boards reached 42.43% at the end of June, slightly above the CNMV’s year‑end 2025 figure. Several companies have made notable progress: Acerinox, Naturgy and Puig now exceed 35%, while Grifols, Solaria and Ferrovial continue to advance but remain below the 40% threshold required by Spain’s Parity Law for June 2026. Since January, IBEX companies have appointed 37 new directors, 18 of them women, yet six issuers are still below the legal target. At the top end, Bankinter leads with 58% female directors, followed by Merlin Properties (54%) and several companies above 45%, including Mapfre, Telefónica, Unicaja, Colonial, Acciona Energía and IAG. Most female directors are independent (77%), while only 2.1% hold executive roles.

CNMV's new corporate governance code to address artificial intelligence

Expansion reports that CNMV chairman Carlos San Basilio has confirmed that the regulator's upcoming Good Governance Code for listed companies will address artificial intelligence for the first time. Speaking at a Corporate Governance and Board Forum organised by KPMG, AON and El Mundo, San Basilio said the updated Code should go beyond well-established topics and address emerging issues such as AI. The CNMV has a working group in place with representatives from issuers, investors and the public sector, which has already discussed possible improvements this year. A first draft is due to be reviewed shortly, with a new text expected in September, followed by a public consultation and a final version targeted for 2027. San Basilio also noted that Spain has, since last year, been a full member of an information-exchange group of the nine European markets with the largest listed companies, observing clear convergence in governance code practices across jurisdictions.

Switzerland

Sustainability regulation: Switzerland should not go it alone on corporate responsibility

SwissHoldings states that it opposes the Swiss Federal Council’s proposed Federal Act on Sustainable Corporate Governance in its current form, arguing that the draft would impose liability, reporting and due diligence requirements that go beyond international standards and could weaken Switzerland’s competitiveness. The association is particularly critical of the proposed expansion of parent company liability, the creation of a new supervisory authority and the introduction of what it views as additional Swiss-specific requirements, while continuing to support internationally aligned, risk-based sustainability governance and reporting frameworks.

North American developments

United States

Proxy advisers notch third legal win staving off Republican 'anti-ESG' rules

Reuters reports that ISS and Glass Lewis have secured a third court victory against state-level efforts to impose additional requirements on proxy advisors, after a federal judge blocked an Indiana law that would have required enhanced disclosures when recommending votes against management. The ruling follows similar decisions in Texas and Kansas, with the court finding that the Indiana legislation likely infringed constitutional free speech protections by imposing obligations only on recommendations that diverged from management’s views. The decision highlights the ongoing legal and political debate surrounding the role of proxy advisors and attempts by some US states to restrict their influence on corporate governance matters.

US activist investors must disclose clients in filings, SEC says

Reuters reports that the US Securities and Exchange Commission has issued new guidance indicating that activist investors may be required to disclose the identities of investors backing activist campaigns through special purpose vehicles and similar structures. The updated interpretation is intended to increase transparency around activist campaigns and could require greater disclosure of the financial backers supporting board challenges and other shareholder initiatives. The guidance may have significant implications for activist hedge funds, which have traditionally guarded the identities of their investors closely, while providing companies with greater visibility into the parties supporting activist campaigns.

US President's diversity crackdown reverberates through boardrooms

Reuters reports that appointments of women and racial minorities to S&P 500 boards have fallen to their lowest level since 2014, with diverse candidates accounting for 40% of new independent director appointments during the latest reporting period. The decline coincides with a broader retreat from DEI initiatives, changing legal and political dynamics, and reduced emphasis on diversity by major institutional investors and companies when recruiting directors. Despite this shift, overall board diversity remains near record levels, although governance advisers have warned that those gains could become more difficult to sustain if current appointment trends continue.

US regulator’s change of tack comes with risk of obscuring audit flaws

The Financial Times reports that changes at the US Public Company Accounting Oversight Board (PCAOB) under new chair Jim Logothetis, a former EY partner, are prompting debate about the future direction of audit regulation. Proposed reforms would place greater emphasis on firm-wide quality control systems and ease some requirements opposed by audit firms, while investor groups have expressed concern that a less intensive inspection approach could reduce transparency and weaken incentives to improve audit quality. The discussion highlights the ongoing tension between regulatory oversight and the accounting profession’s influence over audit governance.

APAC developments

Japan

Foreign investors fear Japan is backsliding on reform

The Financial Times reports that foreign investors and governance advocates are expressing concern that Japan may be moderating its recent corporate governance reforms, following proposals that would give boards greater discretion in takeover situations and introduce stricter oversight of shareholder activism. Critics argue the measures could make it harder for activists and private equity investors to influence companies, while supporters contend they are intended to rebalance board and shareholder powers rather than discourage investment. The debate highlights growing tensions between Japan’s efforts to attract capital and maintain governance reform momentum and calls from some companies for greater protection against activist pressure.

Japan's ruling party warns about suspected collusion between activist investors and private equity

Reuters reports that Japan’s ruling Liberal Democratic Party has raised concerns about potential collaboration between activist investors and private equity firms in take-private transactions, warning that such arrangements could undermine market fairness and corporate value creation. The party is considering reforms that would tighten shareholder proposal rights, increase disclosure requirements and scrutinise the relationships between activists and buyout funds, reflecting a broader reassessment of shareholder activism in Japan. The proposals highlight growing regulatory and political scrutiny of activism as Japan’s market for activist campaigns and private equity transactions continues to expand.

Japan's ruling party plans tighter oversight of disclosures by activist investors

Reuters reports that Japan’s ruling Liberal Democratic Party is considering measures to strengthen enforcement of shareholder disclosure rules, particularly in relation to activist investors and potential ‘wolfpack’ activity involving investors acting in concert. The proposals include providing additional resources to the securities watchdog and increasing scrutiny of arrangements between activist funds and private equity firms where future share transfers or takeover-related agreements may not have been fully disclosed. The initiative forms part of a broader review of Japan’s corporate governance framework and reflects growing regulatory focus on transparency, shareholder activism and the balance between shareholder returns and long-term corporate investment.

India

SEBI adopts new code of conduct for its own board members to boost transparency

Outlook Money reports that the Securities and Exchange Board of India (SEBI) has adopted a new code of conduct for its board members designed to strengthen transparency, manage conflicts of interest and enhance trust in the regulator. The framework restricts direct investments in equities, convertible instruments and derivatives by board members, imposes extensive disclosure requirements and limits certain investment activities by family members, while continuing to permit investments through diversified vehicles such as mutual funds, REITs and InvITs. The reforms underscore growing regulatory focus on governance, accountability and the avoidance of potential conflicts of interest within market oversight bodies.

Hong Kong

Hong Kong stock exchange relaxes listing rules to compete with US rivals

The Financial Times reports that Hong Kong Exchanges and Clearing is easing listing requirements, including expanding the use of dual-class share structures and allowing confidential IPO filings, as it seeks to remain competitive with US and mainland Chinese exchanges. While supporters argue the changes will make Hong Kong more attractive to issuers and align its rules more closely with international peers, corporate governance advocates have raised concerns that broader use of enhanced voting rights could increase governance risks for minority shareholders. The reforms highlight the ongoing tension between maintaining market competitiveness and preserving shareholder protections.

China

Billionaire Mi Chunlei faces trial over US$86M fraudulent share placement, CITIC Securities named co-defendant

A securities misrepresentation liability dispute tied to Lanhai Medical was heard at the Shanghai Financial Court on 9 July 2026. The case centres on chairman Mi Chunlei, who authorised a stand-in to run the company as far back as January 2022 and then became unreachable, after the firm self-reported that its controlling shareholder and related parties had improperly appropriated 575 million yuan (about US$85.1 million) – 25.6% of the company's audited net assets – with underwriter CITIC Securities named as a co-defendant.

Australia

Lowe says higher board gender targets may not add shareholder value

The Australian Financial Review reports that the ASX Corporate Governance Council has proposed retaining its recommendation that boards comprise at least 30% women, abandoning an earlier proposal to increase the target to 40%. Council chair Phil Lowe argued there is no compelling evidence that a 40% threshold delivers better company outcomes than 30%, while emphasising a broader focus on diversity of skills, experience and background. Critics including HESTA and the Australian Shareholders’ Association said the decision risks falling behind current market practice, where women already hold 37% of ASX 300 board seats, and may slow progress towards greater gender balance in Australian boardrooms.

There’s a bizarre economics to ASX raising, and bankers are loving it

The Australian Financial Review argues that ASX-listed companies are paying increasingly higher fees to raise equity, with average costs rising to 2.49% in FY2026 despite greater competition among investment banks and a trend towards faster, placement-led capital raisings. The article contends that boards should treat capital raisings as a core governance responsibility, highlighting concerns that higher fees and the growing use of institutional placements may disadvantage minority shareholders and reflect poor stewardship of shareholder capital.

Macquarie investors to demand board justify hiring KPMG

The Australian Financial Review reports that Macquarie is expected to face investor scrutiny at its AGM over its appointment of KPMG as external auditor, with governance adviser Glass Lewis highlighting concerns around the audit tender process and the management of potential conflicts of interest involving director and former KPMG partner Michelle Hinchliffe. While shareholders are likely to seek greater transparency regarding the selection process and the board’s continued confidence in KPMG amid the firm’s recent governance scandal, major proxy advisors have broadly supported Macquarie’s remuneration report, citing the company’s efforts to strengthen executive accountability following regulatory and compliance failures.

Leading directors say appointing ASX chairmen is a ‘dog’s breakfast’

The Australian Financial Review reports that the recent controversy surrounding BP’s chair succession process has intensified scrutiny of how boards select their chairs, with investors increasingly demanding greater transparency around appointments to one of the most influential governance roles in a company. Drawing on examples including Qube Holdings’ structured three-year succession process, the article argues that while chair appointments have traditionally been handled informally by boards, growing regulatory, geopolitical and shareholder pressures are prompting calls for more rigorous, documented and accountable selection processes that can be clearly explained to investors.

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