Georgeson publications
Georgeson in the media
Georgeson events
- Spain: 8th Edition of the Executive Remuneration Observatory for Listed Companies
- Spain: Georgeson’s report “The Board’s Agenda in 2030” will be launched at an event in Madrid on 7 July
- UK: Beyond Profit: The Power of Corporate Responsibility in Creating Change
- Germany: Georgeson’s Matthias Nau spoke at Computershare’s DIRK Conference
US: Georgeson has published its 2025 early season proxy report
Key insights:
- Notable decline in environmental and social proposals, alongside a rise in anti-ESG submissions and governance-focused proposals.
- Record number of SEC “no action” relief requests granted, driven by updated guidance under Staff Legal Bulletin No. 14M.
- Continued strong support for Say on Pay and director elections, with average approval rates exceeding 90%.
- Increased success rate for activist nominees under the Universal Proxy Card rule, despite fewer contested board seats.
The report’s publication was covered by the Harvard Law School Forum on Corporate Governance, IPE, and The Deal
UK: Georgeson has published a memo on shareholder opposition to remuneration reports across the FTSE 350 from January to the end of May
As of the end of May, 55% of the FTSE 350 companies had held their AGMs. Our memo looks at the number of remuneration reports that received over 10% opposition, 20% opposition, and those that received negative recommendations from ISS. The number of companies that saw their remuneration reports receive over 20% opposition has more than tripled since 2024.
Spain: Georgeson’s Hal Dewdney wrote an article that was published in Consejeros titled “How corporate stakeholders are adapting to an ever-evolving sustainability landscape”
“Companies and asset managers are coming under increasing scrutiny over their sustainability disclosures and practices amid increasingly divergent views on environmental, social, and governance (ESG) issues.”
UK: Georgeson’s Daniel Veazey is quoted in Bloomberg’s article titled “Big Pay Packages Spark Growing Dissent Among UK Shareholders”
"Shareholder dissent over executive pay at British companies is rising just as firms seek to bolster pay packages to remain internationally competitive. Three times as many companies faced opposition from more than 20% of shareholders so far this year compared with the same period in 2024, data from proxy-solicitation firm Georgeson Inc. shows."
Spain: Georgeson’s European Say on Climate Memo was covered in Expansion's article titled "The vote on climate plans remains on the agenda at shareholder meetings”
“A total of 22 listed companies in Europe have submitted their climate-related programs to a shareholder vote this year, according to data from proxy solicitor Georgeson. This number is lower than the 36 proposals in 2022 and the 24 in 2023, but equals the figure for 2024 (22).”
Spain: Georgeson’s Carlos Saez-Gallego is quoted in Cinco Días’ article titled “Independent and well-trained directors: the essential counterbalance for good corporate governance”
“Carlos Sáez, Head of Georgeson in Spain, an international investment advisory firm, admits that listed companies are exposed to increasing scrutiny, especially regarding compensation and board composition. Furthermore, "issues related to defense and geopolitics will become increasingly important due to the current environment," he notes. […] The latest report from the Esade and Georgeson Center for Corporate Governance on Ibex 35 boards reveals that 55.6% of these companies' directors are independent, and this percentage has continued to rise since 2015, in parallel with the tightening of supervisory requirements.”
Spain: Georgeson is hosting the 8th Edition of the Executive Remuneration Observatory for Listed Companies on 8 July alongside Cuatrecasas and Willis Towers Watson and Emisores Españoles
The event will offer a practical and multidisciplinary discussion on the most pressing topics in the remuneration of directors and senior executives of listed companies.
Key topics include:
- Key takeaways from the 2025 AGM season
- Market trends in remuneration policy and long-term incentive plans
- Regulatory updates, including the impact of the Omnibus I sustainability proposal on pay practices
- Recent cases of shareholder activism
Spain: Georgeson’s report “The Board’s Agenda in 2030” will be launched at an event in Madrid on 7 July
To celebrate the fifth anniversary of the Esade Corporate Governance Center, the report “The Board’s Agenda in 2030” will be unveiled on 7 July. The study has been developed in collaboration with: Georgeson, PwC, Diligent, IBM, and Mercer.
Amid rapid technological shifts, global volatility, and rising expectations for transparent governance, the report explores the key priorities set to define boardroom agendas by 2030. It provides a forward-looking view of how boards will need to evolve to drive long-term, sustainable value.
UK: Georgeson’s Hal Dewdney spoke on a panel titled “Beyond Profit: The Power of Corporate Responsibility in Creating Change” hosted by Fladgate LLP
The discussion focused on four key areas where corporations are making a significant difference:
- Corporate foundations and harities
- Regulatory and reporting pressures
- Accreditations and certifications
- Geopolitical issues and corporate responsibility
Germany: Georgeson’s Matthias Nau spoke at Computershare’s DIRK Conference in Frankfurt on 24 June
Matthias’ session was titled “Investment Trends in Equities and Fixed-Income Securities – German Market, First Half of 2025” and covered:
- Stock market activity in the first half of the year – who's buying, who’s selling?
- Shareholder activism in Germany – a renaissance?
- ESG investments – trend reversal or consolidation?
- Trends in the bond segment
Shareholder activism
Victoria’s Secret Is under mounting pressure from latest activist investor
The Wall Street Journal reports that activist investor Barington Capital Group has acquired over a 1% stake in Victoria’s Secret and plans to push for a board overhaul and a renewed focus on the core bra business, arguing that current leadership lacks the strategic vision for a turnaround. This move adds to pressure from major shareholder Brett Blundy, who has also criticized the company's governance. Despite recent improvements in revenue, the retailer faces weak consumer demand and heightened investor scrutiny.
Honeywell adds Elliott executive to its board ahead of breakup
The Wall Street Journal reports that Honeywell has appointed Marc Steinberg, a partner at activist investor Elliott Investment Management, to its board as part of a cooperation agreement ahead of its planned split into three companies. Elliott, which holds a US$5 billion stake, has pushed for the breakup to unlock shareholder value, particularly in the aerospace division. The move signals growing influence from Elliott, whose stake in Honeywell is among its largest investments to date.
UK activist fund Palliser takes stake in Japanese tiremaker
The Financial Times reports that Palliser Capital, a UK-based activist fund, has acquired a 3% stake in Toyo Tire, aiming to enhance returns, reduce the balance sheet, and advocate for a sale amid disruptions in the global car sector. The fund seeks to return US$900 million to shareholders and is pushing for a special committee to explore strategic options, including privatization or a sale. The company is currently trading at a discount compared to peers, despite strong performance metrics, with Palliser believing that implementing its recommendations could raise the share price significantly. Toyo holds a strong position in the premium tyre market, especially in the US.
Activist hedge fund builds stake in Ozempic-maker Novo Nordisk
The Financial Times reports that Parvus Asset Management is acquiring a stake in Novo Nordisk, the maker of Ozempic, as the company searches for a new CEO after a significant drop in share price. The hedge fund aims to influence the appointment of the new chief executive amid concerns over Novo Nordisk's market position against US rival Eli Lilly in the obesity treatment sector.
Activist investor Farallon makes ‘final frontier’ bet on Japanese insurer T&D
Farallon Capital Management has acquired a significant stake in T&D Holdings, a major Japanese insurance group, and is advocating for swift changes in the company's investment strategies and governance. The firm, which holds a 4-5% stake, is pushing for T&D to reduce investment risks and enhance its core insurance focus, while also suggesting the addition of two external directors to the board, which T&D has opposed. Farallon, known for its shareholder activism, believes that T&D can leverage growing interest from private equity in Japanese insurance liabilities, viewing Japan as a largely untapped market for high-quality liabilities.
Environmental & social
Companies quietly water down climate claims in latest investor reports
The Wall Street Journal reports many companies, including American Airlines, Kroger, and American Eagle Outfitters, are scaling back the language around their climate goals in investor filings amid a shift in political climate and potential legal risks. References to terms like “net-zero” and emissions have significantly declined, reflecting both a response to reduced regulatory pressure and concerns over backlash or greenwashing accusations. Experts warn this trend could make it harder for investors to assess companies’ true environmental performance and risks.
Companies quietly recast DEI to duck backlash
The Wall Street Journal reports that companies are rebranding or downplaying their diversity, equity, and inclusion (DEI) efforts to avoid political backlash and legal scrutiny, often replacing the DEI label with terms like “employee engagement” or shifting focus to less controversial demographics. While many firms continue to pursue diversity goals internally, they are increasingly doing so behind the scenes to avoid public controversy and reputational risk.
Why nature loss matters to companies – and what they can do
Over the last two decades, the focus on corporate sustainability has expanded beyond climate action to include the urgent need to address nature loss. Business leaders are increasingly recognizing the importance of protecting and restoring ecosystems as part of their sustainability strategies writes Rajat Panwar, a professor of responsible and sustainable business at Oregon State University.
Global developments
Sarah Wilson: Assault on proxy advisors is an attack on the rights of asset owners
The Chief Executive of Minerva Analytics, Sarah Wilson, wrote an article that was published by the Financial Times discussing the backlash against proxy advisory firms in the US, highlighting criticisms that they exert undue influence over corporate governance. She argues that these firms assist sophisticated institutional investors in executing their voting preferences, rather than imposing ideologies. This contrasts US regulatory attempts to limit proxy advisors with the EU's approach, which supports shareholder rights and recognizes proxy firms as vital to market accountability.
CalPERS CEO: Eliminating proxy firms would harm institutional investors
Pensions & Investments reports that CalPERS CEO Marcie Frost defended the role of proxy advisory firms like ISS and Glass Lewis, warning that efforts to weaken or eliminate them would harm institutional investors and undermine corporate governance in the US. In response to criticism from figures like JPMorgan CEO Jamie Dimon and SEC officials, Frost argued that these firms provide valuable research and support investor decision-making without dictating votes. She emphasized that eliminating them would reduce transparency and accountability in the shareholder voting process.
European developments
Business and investors call on the EU to set a greenhouse gas emissions reduction target of at least 90% by 2040
CEOs and businesses across the EU are urging the EU to establish a greenhouse gas emissions reduction target of at least 90% by 2040, highlighting the economic opportunities and energy security benefits of such a robust target as a key component of the EU's overall strategy.
ICGN sent a letter to the European Commission with concrete examples of remaining obstacles to the exercise of shareholder rights in the EU
ICGN has sent a letter to the European Commission with concrete examples of remaining obstacles to the exercise of shareholder rights in the EU: This is in the context of our ongoing engagement with the European Commission, ahead of the revision of the Shareholder Rights Directive.
UK
UK fintech firm Wise set to move main listing to US.
The Wall Street Journal reports that Wise, a British payments company, announced plans to transfer its main stock listing to the US, highlighting a trend of European companies seeking better valuations in American markets. This move follows a series of similar decisions by other firms, indicating challenges for London’s stock market. Wise aims to enhance its brand presence in the US, which it views as a significant market for growth, while still maintaining a secondary listing in London. The trend of companies moving to the US is fuelled by perceptions of higher valuations and investor engagement, as evidenced by the substantial difference in IPO activity between the UK and US.
FRC overhauls the investor Stewardship Code to focus on value creation, reducing burdens and enhanced engagement between market participants
The Financial Reporting Council has released an updated set of principles to the UK Stewardship Code 2026, which aims to enhance reporting standards for stewardship, support sustainable value creation, and reduce reporting burdens for signatories, effective from January 1, 2026, following extensive stakeholder consultation.
A quarter of top companies in London’s IPO class of 2021 quit stock exchange
The Financial Times reports that the London stock market has faced significant challenges since the 2021 surge in listings, with a quarter of the top companies that listed that year either delisted, sold, or in administration, resulting in a loss of £10bn in value. Recent takeovers highlight the declining valuation of these firms and raise concerns about the market's ability to retain technology companies.
Germany
German prosecutors drop greenwashing case against former DWS chief
German prosecutors have concluded their investigation into Asoka Wöhrmann, the former CEO of DWS, without pressing charges related to greenwashing allegations. Key factors in their decision included Wöhrmann's lack of prior convictions and his departure from DWS following the allegations. The investigation stemmed from a whistleblower complaint regarding DWS's misrepresentation of sustainable investments, leading to fines for the company in both Germany and the US.
France
La Poste opts for interim governance, while waiting for better
Les Echos reports La Poste has implemented interim governance after the French government failed to appoint a successor to CEO Philippe Wahl in time. Wahl will now serve as non-executive chairman of the board, while a deputy CEO temporarily oversees daily operations – a stopgap solution following a six-month succession process that ultimately stalled.
Shareholder democracy: at general meetings, protest remains rare
Les Echos reports that despite apprehensions among CAC 40 companies, shareholder protests at general meetings remain rare. While issues like executive compensation and multiple board memberships draw criticism, major disruptions – such as those from activist or union groups – have largely been absent in recent gatherings.
2025 AGM: A tense dialogue between shareholders and boards of directors
The 2025 AGM season has highlighted growing tensions between shareholders and boards, particularly over executive pay at firms like Stellantis and TotalEnergies. While climate policies are still discussed, they are no longer subject to shareholder votes, indicating a strategic shift by companies. The season is wrapping up, with only a few CAC 40 companies yet to hold their meetings.
Ireland
AIB Group returns to private ownership as Irish state completes exit
The Wall Street Journal reports that the Irish state has fully divested its stake in AIB Group, marking a significant return of the bank to private ownership after a government bailout during the financial crisis. The finance ministry sold its remaining shares for 305.3 million euros, recouping nearly all of its initial investment of 20.8 billion euros. The sale of AIB's shares has allowed the Irish government to recover 19.8 billion euros, with the finance minister noting that the state is now above break-even on its cumulative investment across three lenders.
Ryanair’s O’Leary got €3.8 million pay package last year
The Irish Times reports that Ryanair Group's CEO, Michael O’Leary, received a total pay package of €3.83 million for the last year, which included a maximum bonus of €600,000 and share options valued at €2.03 million. The airline reported a pretax profit of €1.78 billion and a record passenger count of 200 million, despite a decline in Irish revenues.
Italy
Offer for Mediobanca: ECB Supervisory Board gives green light to Montepaschi
La Repubblica reports that the ECB’s Supervisory Board has approved Monte dei Paschi di Siena’s unsolicited public exchange offer for Mediobanca, pending formal ratification by the ECB’s Governing Council. The offer, launched in January, proposes 23 MPS shares for every 10 Mediobanca shares and is part of a broader wave of consolidation in the Italian banking sector. Meanwhile, Mediobanca has announced a plan to acquire control of Banca Generali by selling a 13% stake in Generali, but the shareholder meeting to approve the deal has been postponed to September due to concerns over potential rejection.
Lottomatica: Apollo (via Gamma Intermediate) exits the betting company, now a pure public company
Milano Finanza reports that Apollo, through Gamma Intermediate, has fully exited Lottomatica by selling its 21.3% stake for €1.21 billion via an accelerated bookbuilding, making Lottomatica a pure public company. The sale, executed at a modest 4.4% discount, removes the overhang effect and boosts investor confidence, with analysts maintaining positive ratings and target prices. With strong financials, strategic growth potential, and rising stock performance, Lottomatica is now seen as a likely candidate for inclusion in the FTSE MIB index.
Acea board approves acquisition offer by Eni Plenitude
La Repubblica reports that Acea’s board has approved Eni Plenitude’s binding offer of approximately €600 million to acquire 100% of Acea Energia, including a 50% stake in Umbria Energy but excluding several business lines such as energy efficiency and electric mobility. The deal includes a base price of €588.5 million and a potential earn-out of up to €100 million based on performance by mid-2027. Completion is expected by June 2026, pending regulatory approvals, and will significantly shift Acea’s focus towards regulated businesses while reducing market exposure and net financial debt.
Spain
The government approves BBVA’s takeover bid for Banco Sabadell but freezes their merger for at least three years
El Mundo reports that the Spanish government has approved BBVA’s hostile takeover of Banco Sabadell but imposed strict conditions, including maintaining separate legal entities, assets, and autonomous management for at least three years. The government bases its decision on the protection of five public interest criteria, beyond competition concerns, such as SME financing, job protection, territorial cohesion and social policy goals. BBVA is now assessing whether to proceed or withdraw the bid under the new terms.
Neinor launches a takeover bid for 100% of Aedas Homes for €1.07 billion to create Spain’s leading residential property developer.
Cinco Dias reports that Neinor Homes has launched a €1.07 billion takeover bid for rival Aedas Homes, aiming to create Spain’s largest residential property developer. The deal, backed by Castlelake (79% shareholder in Aedas), includes a cash offer of €24.485 per share, subject to adjustments. Together, the firms will control land for over 43,000 homes. The merger, expected to close by late 2025.
The Chairman of the CNMV presents the document ‘CNMV 2030, a supervisor for a new era’ at the Congress, outlining the strategic priorities of his mandate.
Mr. Carlos San Basilio, Chairman of the Spanish National Securities Market Commission (CNMV), presented the plan ‘CNMV 2030: A supervisor for a new era’ before the Economic Affairs and Digital Transformation Commission of the Spanish Parliament. The plan outlines CNMV’s nine strategic priorities for the next six years, with three main objectives: Modernising and renewing the CNMV; Enhancing investor protection, transparency and accountability to society, and; Fostering securities markets. Among the specific actions, it will review the Good Governance Code to align it with OECD’s recommendations and new governance trends.
Ibex 35 heavyweights distribute over €5.7 billion to their shareholders.
Capital reports that in June and July, leading Ibex 35 companies (ArcelorMittal, Puig Brands, Cellnex, Telefónica, Acciona Energías Renovable, Inmobiliaria Colonial, Ferrovial e IAG) will distribute over €5.7 billion in dividends, reinforcing the Spanish stock exchange’s position as one of the most attractive in Europe for income-seeking investors.
Switzerland
Switzerland’s New Capital Rules Will Be Feasible for UBS, Central Bank Says
The Wall Street Journal reports that Switzerland’s central bank has endorsed proposed tougher capital requirements for UBS, stating they are feasible and unlikely to significantly impact shareholder distributions, thanks to UBS's strong capital position and phased implementation. The rules, introduced after UBS's 2023 takeover of Credit Suisse, would require around US$26 billion in additional capital and full backing of foreign subsidiaries, aiming to strengthen financial stability. UBS opposes the proposals as excessive, but regulators argue they will enhance resilience without making UBS an international outlier.
Nestlé proposes former Inditex chief Pablo Isla as new chair
The Financial Times reports that Nestlé has proposed Pablo Isla, former chief executive of Inditex, as its new chair, succeeding Paul Bulcke, who will not seek re-election next year. Bulcke has a long history with Nestlé, having joined the company in 1979 and served as CEO and then chair. Isla's appointment marks a departure from Nestlé's tradition of promoting the CEO to chair, as he has been vice-chair since joining the board in 2018.
North American developments
United States
Pay, perks and CEO prerogatives
The Financial Times reports that US CEOs continue to command massive compensation packages – with lavish perks like personal jets, luxury cars, and Olympic guest trips – highlighted by examples such as Warner Bros Discovery’s David Zaslav, whose US$52 million pay drew investor backlash amid company losses. While most S&P 500 companies still receive strong shareholder support on executive pay, concerns are rising over efforts by regulators and lawmakers to reduce disclosure requirements and limit shareholder influence. Critics warn that scaling back transparency could make it harder to challenge excessive or poorly justified CEO compensation, increasing the risk of corporate abuses.
Glass Lewis response to TX SB 2337
Glass Lewis has written a letter to the Texas House of Representatives urging them not to advance Senate Bill 2337, arguing it conflicts with federal law, imposes misleading and costly disclosure requirements, and mischaracterizes standard proxy advisory practices. The bill would require proxy advisors to issue warnings when advice includes environmental, social, or governance (ESG) factors and to report differing recommendations as potential conflicts, undermining investor choice and confidentiality. Glass Lewis warns that these provisions are extreme, technically flawed, and risk harming institutional investors and the broader proxy voting system.
Why do ISS recommendations “Against” Say on Pay spike in June?
The Harvard Law School Forum on Corporate Governance reports that Institutional Shareholder Services (ISS) consistently issues a disproportionately high number of “Against” recommendations on Say-on-Pay (SOP) votes in June – 43% of all 2024 adverse recommendations occurred in that month, despite June accounting for only 26% of SOP ballots. While the exact cause remains unclear, the persistent “June Phenomenon” raises concerns for boards, as these recommendations can significantly reduce shareholder support for executive compensation packages.
Comcast shareholders reject proposal for independent chair
Comcast shareholders voted against proposals to separate the roles of chairman and CEO by appointing an independent board chair, and to include CEO pay ratio in executive compensation considerations. The National Legal and Policy Center argued that CEO Brian Roberts holds too much unchecked power and criticized his leadership amid Comcast’s underperformance. Despite these votes, shareholders re-elected all director nominees, approved the company’s auditor, and backed executive compensation.
BlackRock Is Off Texas’ Blacklist. Where the ESG Battle Stands Now.
The Wall Street Journal reports BlackRock has been removed from Texas’s financial blacklist, allowing it to resume business with the state after clarifying its stance on fossil fuel investments. The move highlights the evolving landscape of the ESG (environmental, social, and governance) debate, as other states continue to scrutinize asset managers over their investment policies.
Netflix shareholders vote to oust Jay Hoag, its lead independent director, but the board may decide to keep him
Variety reports that Jay Hoag, a Netflix board member since 1999, failed to secure re-election at the company’s recent shareholder meeting, primarily due to poor attendance at board events, with 78% of votes against him. Hoag has offered his resignation, which the board will review and decide to accept or reject within 90 days.
APAC developments
Activist shareholder campaigns hit a record 258 globally in 2024, with Asia-Pacific activity surging – led by Japan and South Korea – as North America’s share continued to decline
Nikkei reports that activist shareholders had their busiest year on record in 2024, with the Asia-Pacific region making up a fifth of campaigns worldwide, pushing some companies higher in the stock market and spurring others to consider going private. The worldwide tally of activist campaigns rose by six to 258, up by half from three years earlier, according to data from financial advisory Lazard. Campaigns in the Asia-Pacific tripled over that period to 57, growing about 30% on the year. Japan accounted for more than 60% of the regional total with 37, an all-time high. Activity is picking up this year as well in the run-up to general shareholders meetings in June. South Korea saw 14 campaigns, a jump of 10 from 2023. Critics say South Korean conglomerates are often controlled by minority investors that care too little about other shareholders. Australia and Hong Kong saw increases of one activist campaign each. North America made up half the global total, down from 60% in 2022 and 85% in 2014. Europe had 62 campaigns last year.
Japan
Landmark Toyota deal sets back Japan’s corporate governance pitch
The Financial Times reports Hiromi Yamaji, CEO of the company controlling the Tokyo Stock Exchange, faces criticism amid a controversial US$33 billion take-private deal for Toyota Industries, which has sparked minority shareholder outrage over alleged conflicts of interest, opaque valuations, and poor board transparency. The deal challenges Japan’s recent progress in corporate governance reform, raising concerns that entrenched practices and inadequate protections for minority investors still persist despite hopes for a fairer, more efficient market. This situation highlights the ongoing tension between Japan’s legacy corporate culture and its aspirations for improved shareholder rights and corporate accountability.
Toyota chairman re-elected against backdrop of US$33 billion buyout bid
Reuters reports that shareholders re-elected Toyota’s chairman despite scrutiny over a US$33 billion bid to take Toyota Industries private, a move some foreign investors argue disadvantages minority shareholders. While proxy advisors supported his re-election for the first time in three years, critics say the deal consolidates family control and raises governance concerns, even as the company defends the acquisition as a strategic step to enhance long-term collaboration.
Can Japan hold on to its ‘indispensable’ companies?
The Financial Times reports Yageo’s US$465 million hostile takeover bid for Japanese sensor maker Shibaura Electronics highlights a growing trend of foreign firms targeting Japan’s niche but globally critical mid-sized tech companies, which dominate key supply chains in industries like semiconductors and advanced manufacturing. While proponents argue such deals can bring global expansion and investment to Japan’s traditionally insular companies, critics warn this openness risks losing control over strategically important technologies essential to Japan’s economic and security interests. The government faces the challenge of balancing industry consolidation and improved governance with safeguarding national technological sovereignty amid fast-moving foreign acquisition attempts.
Hong Kong activist Oasis urges foreign funds to vote proactively in Japan
Nikkei reports that Japan is entering another busy season of annual general meetings, with a record number of shareholder proposals, including ones from Hong Kong-based activist investor Oasis Management. Founder and chief investment officer Seth Fischer, in an online interview with Nikkei Asia on Thursday, said that he has seen changes in how Japanese investors vote against management. "I think domestic investors are far more proactive and understand that Japan has changed. They are more proactive towards their capital, are proactively running against management and are trying to drive higher returns."
South Korea
Gov’t to speed up corporate governance reform.
Pulse reports that the South Korean government is pushing corporate governance reforms by tightening disclosure rules on treasury shares, lowering the threshold for disclosure from 5% to 1% to discourage their use in management control and encourage cancellation to boost shareholder value. Additionally, the government aims to protect shareholders by addressing split-off listings with pre-emptive rights for parent company shareholders, allowing court inspections of merger fairness, and strengthening the stewardship code to promote more active institutional investor engagement. These measures seek to improve transparency, curb entrenched management practices, and reduce the undervaluation of Korean stocks.
South Korea’s governance reforms boost chances for MSCI upgrade
Bloomberg reports that South Korea’s efforts to improve corporate governance as well as end a controversial short-selling ban have strengthened the nation’s bid for an upgrade to developed-market status in MSCI Inc.’s indexes. That’s the view from money managers at Invesco Ltd. and London-based M&G Investments, who see a likelihood for the market to be added in MSCI’s watch list when the index provider decides on reclassifications later this month. Such an inclusion would pave the way for an upgrade in 2026, which could potentially attract as much as US$30 billion in passive inflows, said strategists at Goldman Sachs Group Inc.
China
Foreign institutions key to building China's modern financial system, says regulator
China Daily reports that foreign institutions are important participants and active contributors to the construction of China's modern financial system, Li Yunze, head of the National Financial Regulatory Administration, said on Wednesday. Li made such comments during the two-day Lujiazui Forum held in Shanghai. As of this date, 42 out of the world's top 50 banks have set up operations in China. Nearly half of the world's 40 largest insurance companies have entered the Chinese market, Li disclosed the data on Wednesday. Meanwhile, nearly 80 percent of China's banks with nationwide operations have introduced overseas strategic investors, effectively improving their corporate governance and management level. Chinese and foreign financial service providers have complemented each other through cooperation and competition, enriching the types of financial institutions and product supply, he said.
Sinovac Biotech faces shareholder activism ahead of critical meeting to decide board's future
Tiger Trade reports that Sinovac Biotech Ltd. is set to hold a Special Meeting of Shareholders on July 9, 2025, with a significant focus on shareholder activism. The meeting comes amid a contentious situation involving a dissenting investor group led by Advantech/Prime Success and Vivo Capital. This group aims to remove the current SINOVAC Board, which they claim was installed through an invalid private investment in public equity $(PIPE)$. The SINOVAC Board, reconstituted in February 2025 and led by industry leaders following legal efforts initiated by 1Globe Capital, the company's largest shareholder, is urging shareholders to oppose the dissident group's proposals. They argue that the actions of the dissenting group threaten the fair governance of the company and the value of shareholders' investments. Key shareholders, including 1Globe Capital and OrbiMed, have committed to voting against the proposals set forth by the dissenting group. As the date of the meeting approaches, both sides continue to rally support, emphasizing their respective visions for the future governance of Sinovac Biotech Ltd.
Hong Kong
Hong Kong mandates ISSB-aligned climate disclosures for listed firms
Hong Kong Business reports that Hong Kong is moving to the forefront of Asia-Pacific’s climate policy landscape by mandating climate-related financial disclosures aligned with the International Sustainability Standards Board’s (ISSB) IFRS S2 framework. Starting in 2025, all listed companies will be required to publish climate transition plans, a significant policy shift placing Hong Kong alongside early adopters such as Japan, Singapore, and Australia. As noted in MSCI’s APAC Climate Action Progress Report 2025, this regulatory progress demonstrates Hong Kong’s intention to institutionalise climate risk management in corporate governance.
Australia
Ainsworth board says no need to disclose criminal probe into CEO
The Australian Financial Review reports that Ainsworth Game Technology’s decision not to disclose CEO Harald Neumann’s ongoing criminal investigation raises significant corporate governance concerns, particularly around transparency and continuous disclosure obligations. Despite legal advice and internal assessments deeming disclosure unnecessary, the lack of communication has drawn criticism from minority shareholders, highlighting potential conflicts of interest and board independence issues amid a contentious takeover bid by major shareholder Novomatic.
ASX should keep its distance from Murdoch-style dual-class shares
The Australian Financial Review published an editorial critiquing renewed efforts to introduce dual-class shares in Australia, a move that would weaken shareholder rights and corporate accountability – reviving concerns first sparked by Rupert Murdoch’s failed 1993 attempt to entrench control of News Corp. They warn that backing such governance structures, promoted by the ASX and supported by powerful corporate interests, risks undermining the transparency and integrity of Australian capital markets.