Georgeson publications
Georgeson in the media
Georgeson events
UK: Georgeson published a memo on Contested FTSE 350 Remuneration Report Votes from January to March
This memo provides an overview of FTSE 350 remuneration report votes that received more than 20% opposition in January to March of 2026.
US: Georgeson’s 2026 policy updates from key investors
Georgeson’s Rajeev Kumar and Daniel Chang, have collated key updates to several institutional investors’ voting policies, reflecting evolving expectations on governance, sustainability, and shareholder rights. These changes signal potential shifts in how these investors may evaluate proposals and engage with companies in the coming year.
Australia: Georgeson’s Paul Murphy was interviewed on Sky News Australia about findings from the Australian AGM Season Review
Georgeson’s Head of Governance for APAC, Paul Murphy, joined Sky News Australia’s Business Weekend programme to discuss key findings from the Australian AGM Season Review. While headline figures show softer shareholder dissent across the S&P/ASX 300, with fewer remuneration strikes and directors facing opposition, the analysis highlights that investor pressure was applied earlier, more selectively, and often ahead of AGMs. The review draws on seven years of voting data from 2019 to 2025 to distinguish structural improvement from temporary calm and to identify where governance scrutiny is likely to intensify next.
Australia: Findings from Georgeson’s Institutional Investor Survey were reported on in FS Sustainability’s article titled “Instos target governance, strategic risks in 2026”
“Institutional investors are doubling down on governance and strategic risks in 2026 when engaging with investee companies, a new study from Georgeson finds. According to the Global Institutional Investor Survey, 80% of instos rank governance and strategic risk among their top three priorities, marking a 17.3 percentage point rise from 2024. Board composition and succession is critical for 83% of investors, as 61% said these are in their top three priorities this year.”
US: Georgeson’s Kilian Moote is quoted in Agenda’s article titled “As SEC Shifts, Investor Engagement on AI Gets Trickier”
“Recent changes at the Securities and Exchange Commission have made it easier for companies to omit shareholder proposals from their proxy materials. That's contributing to a decline in shareholder proposals, said Kilian Moote, U.S. head of the ESG advisory practice for Georgeson. But it doesn't mean companies aren't engaging with their investors on AI oversight and related issues. ‘It is likely that there's more of a discussion and negotiation between issuers and investors on the topic,’ he said. ‘We just would never necessarily know.’”
Spain: Georgeson sponsored the XIII Corporate Governance Conference “Challenges and Value Creation in a Global Environment” on 19 March
The XIII Corporate Governance Conference organised by WomenCEO took place in Madrid, in collaboration with Georgeson and Emisores Españoles. The event brought together senior leaders to discuss regulatory developments, value creation, diversity, female leadership, and the growing impact of artificial intelligence on governance. Georgeson contributed to the programme through a dedicated session led by Carlos Sáez, Country Head for Spain at Georgeson, who examined how AI is reshaping board responsibilities and the need for organisations to integrate it confidently and responsibly. WomenCEO also presented its 10th Annual Study on gender diversity, showing that women now hold 37.6% of board seats in listed companies, with 80% of Ibex firms surpassing the 40% threshold. Moreover, the CNMV chairman, Carlos San Basilio, closed the event reminding attendees that they are currently working on an update of Spain’s Good Governance Code aimed at enhancing transparency, competitiveness and shareholder engagement.
US: Computershare Investor Engagement’s Meighan McGowan chaired a webinar panel titled “IR Mentorship, Sponsorship and Measurable Impact Webinar” on 17 March
The session brought together senior investor relations leaders to discuss how knowledge sharing, mentorship, and advocacy can strengthen the IR profession, aligned with the International Women’s Day 2026 theme “Give to Gain”. Moderated by Meighan McGowan, Head of Business Development, Investor Engagement at Computershare North America, the discussion featured Kim Esterkin, VP of Investor Relations at ASGN; Laura Kiernan, VP of Investor Relations at Clear Channel Outdoor; and Tiffany Willis, former Senior Vice President of Investor Relations at Starbucks. Through candid discussion, the panellists explored how clarity, context, access, and opportunity can enhance leadership effectiveness, strengthen board and executive counsel, and build more impactful investor relationships, offering practical perspectives on career development and cultivating collaborative IR cultures.
Shareholder activism
Elliott Management and the art of telling bosses they’re wrong
The Economist argues that Elliott Management has become the dominant force in modern shareholder activism, industrialising pressure on underperforming boards and executives in a way that few rivals can match. The article suggests that the rise of passive investors has created space for large, well‑resourced activists like Elliott to act as a corrective to managerial complacency, both in the US and increasingly overseas. It adds that despite activism’s ideas becoming mainstream in boardrooms, persistent misalignment between managers and shareholders continues to sustain the activist model.
Tripadvisor adds new directors as part of deal with activist Starboard
The Wall Street Journal reports that Tripadvisor has added two new directors to its board under a cooperation agreement with activist investor Starboard Value, following pressure for governance changes. The company appointed former Expedia executive Dhiren Fonseca and RVC Outdoor Destinations chief executive Andrew Cates, while Starboard retains the right to nominate two further directors at Tripadvisor’s 2026 annual meeting. As part of the agreement, Starboard will support the board’s nominees and vote in line with board recommendations on other proposals.
Aspex calls for Delivery Hero CEO's removal in escalation of campaign
Reuters reports that activist investor Aspex has escalated its campaign at Delivery Hero by urging the company’s supervisory board to remove CEO Niklas Oestberg and his senior management team, citing strategic missteps, operational underperformance, and compliance failures. Aspex said recent asset sales, including the US$600 million divestment of Foodpanda Taiwan, demonstrate that value has been significantly eroded and argued that further divestments are urgently needed to protect shareholder value. Delivery Hero confirmed receipt of the letter and said its strategic review remains ongoing.
Toyota marks a turning point for activists in Japan
The Financial Times reports that shareholder activism in Japan is gaining momentum, with investors securing higher tender offer prices, record share buybacks, and governance changes at major companies as boards become more responsive to pressure. The article highlights Elliott’s campaign at Toyota Industries as a key example, where opposition from the activist led to multiple increases in a ¥6tn take‑private offer, reflecting reduced tolerance for persistently low valuations. It adds that governance reforms, declining cross‑shareholdings, and greater regulatory scrutiny are accelerating activist outcomes and setting an important precedent for future campaigns.
Lululemon founder Wilson backs director exit, presses for board overhaul
Reuters reports that Lululemon founder and activist shareholder Chip Wilson welcomed lead director David Mussafer’s decision not to seek re‑election as a “step in the right direction,” but said a more substantial board refresh remains necessary. The company has appointed former Levi Strauss chief executive Chip Bergh to its board as it continues to search for a permanent CEO, though Wilson described the appointment as underwhelming and reiterated concerns about governance and leadership. The article notes that Lululemon is also facing pressure from Elliott Management, which has proposed an alternative CEO candidate amid prolonged share price underperformance.
Environmental & Social
Climate investors give BP until 1 April to include resolution or risk court action
Reuters reports that climate activist shareholder group Follow This, backed by European investors with around US$1 trillion under management, has given BP until 1 April to include its climate‑related resolution on the agenda for the company’s 23 April AGM or face legal action. The group is demanding disclosure of BP’s longer‑term strategy under scenarios of declining oil and gas demand and argues that blocking the resolution threatens shareholder democracy in the UK. BP said its board concluded, after taking legal advice, that the proposal was not legally valid but stated that all properly requisitioned resolutions would be put to shareholders.
Net Zero Asset Managers relaunches
FS Sustainability reports that ‘The Net Zero Asset Managers (NZAM) initiative has relaunched with strong investor backing following a review of its operations. The relaunch comes with an updated Commitment Statement, which streamlines its actions from 10 to seven to "better define the levers available to asset managers seeking to implement their individual commitments." The actions focus on the development of climate goals, targets and investment stewardship strategies, engagement with key industry and system players, and policy advocacy. NZAM also received support from asset owners, including in the form of a public statements from more than 50 calling on other asset owners to back the initiative. Together, they represent about [US]$5.2 trillion.’
Investors voice concerns over BP proposal to retire legacy climate resolutions
Responsible Investor reports that BP plans to table a shareholder resolution at its 2026 AGM to retire two legacy climate‑related disclosure resolutions passed in 2015 and 2019, arguing they have been superseded by mandatory frameworks such as TCFD and forthcoming ISSB‑based UK Sustainability Reporting Standards. The article notes that several climate‑focused investors have raised concerns that retiring the resolutions could weaken forward‑looking disclosure, particularly on Paris‑aligned capital expenditure and transition risk, and said this would be an important consideration ahead of BP’s AGM on 23 April. BP has maintained that it remains committed to net‑zero reporting and climate disclosures despite the proposed changes.
ESG may be eating away at your investments
The Wall Street Journal op‑ed argues that recent executive action and regulatory scrutiny should reaffirm fiduciary duty and restrict the use of ESG investing to pursue political objectives without investors’ explicit consent. The authors contend that ESG strategies have often delivered weaker financial returns, relied on inconsistent data, and created conflicts of interest, including among proxy advisers, while overstating their real‑world impact. They conclude that stricter enforcement of fiduciary standards and greater transparency are needed to better protect investors and address what they describe as widespread greenwashing in ESG investing.
US asset managers diverge from foreign rivals on climate
The Financial Times reports that Vanguard has agreed to a US$29.5m settlement with Republican‑led US states over allegations that large asset managers pressured coal companies to cut production, while committing to avoid climate alliances such as the Net Zero Asset Managers (NZAM) initiative. The article explains that although many major US asset managers have exited NZAM amid legal and political pressure, most large European, Japanese, Canadian and Australian firms remain members, largely due to pressure from pension funds and other asset owners. It adds that NZAM has softened its commitments to retain members, reflecting growing tension between regulatory scrutiny in the US and continued climate expectations from institutional investors elsewhere.
Global
Proxy Advisors face federal scrutiny
The Wall Street Journal Leadership Institute features a video discussion with Nichol Garzon, Chief Legal Officer at Glass Lewis, on the increased federal scrutiny facing proxy advisers.
European developments
US investors to lead activist charge in Europe in 2025, study says
Reuters reports that activist investors are expected to intensify campaigns across Europe this year, with US based funds increasingly targeting companies amid relatively low European valuations. The data show that American activists accounted for 35% of public campaigns in Europe last year, with the UK, Switzerland and Germany among the main targets. It adds that more than 140 European companies could face public shareholder activism over the next 18 months as US investors seek performance improvements.
UK
How the FTSE grew comfortable with bumper pay for bosses
The Financial Times reports that UK boards are awarding significantly higher pay to chief executives with relatively limited investor pushback, reflecting growing acceptance of arguments that companies must pay more to retain international talent and avoid losing executives to the US. The article notes that stronger share price performance, more flexible guidance from the Investment Association, and a shift in investor priorities have reduced opposition to large pay increases as companies enter AGM season. It adds that advisers and investors remain cautious about pay ratcheting, but overall shareholder support for remuneration has increased in recent years.
Boards must feel they can think for themselves
The Financial Times published an opinion article by Richard Moriarty, the chief executive of the UK Financial Reporting Council, arguing that UK boards should be more confident using the flexibility built into the UK corporate governance code rather than defaulting to strict compliance. He says an overly prescriptive, tick‑box approach, reinforced in part by proxy adviser behaviour, can discourage boards from exercising judgment that better reflects company‑specific circumstances. Moriarty adds that clear, well‑reasoned explanations for departing from code provisions represent strong governance and should be valued by investors.
HSBC board earns almost £1mn more despite botched chair search
The Financial Times reports that HSBC increased fees paid to its non‑executive directors by nearly £1m in 2025, even as the board faces investor criticism over a prolonged and contentious search to replace former chair Sir Mark Tucker. The article notes that higher fees were justified by the bank as reflecting increased time commitments, but some shareholders have expressed frustration with the handling of the succession process and the appointment of interim chair Brendan Nelson, which temporarily departs from UK governance code provisions.
WPP proposes £11mn pay packet for CEO Rose amid share-price plunge
The Financial Times reports that WPP chief executive Cindy Rose could receive up to £11m a year if shareholders approve a new remuneration policy at the company’s AGM, including higher short and long‑term incentive awards. The article notes that the proposed package comes despite continued share price weakness at the advertising group, which has fallen out of the FTSE 100, and includes significant buyout costs linked to Rose’s move from Microsoft. Shareholders are due to vote on the pay proposal at the AGM on 8 May.
Anglican clergy pension fund to vote against directors at NatWest, Santander and HSBC
The Financial Times reports that the Church of England Pensions Board plans to vote against directors at NatWest, Santander and HSBC, arguing that the banks have materially weakened previously stated climate commitments. The article notes that the £3.5bn pension fund views climate change as a systemic risk and said dilution or abandonment of climate policies raises concerns about board oversight, governance integrity and long‑term resilience. It adds that the move reflects growing willingness among some pension funds to escalate engagement through director votes where confidence in climate governance has been undermined.
Germany
DAX firms push fully funded pensions despite regulatory complexity
IPE reports that German corporates, particularly DAX and MDAX‑listed companies, are increasingly moving towards fully funded pension liabilities as part of broader governance, balance sheet, and talent strategies, despite not being legally required to do so. The article notes that stronger funding and closer asset‑liability alignment can support profitability, share price performance, and IFRS stability, but progress is constrained by complex regulatory, tax, and liquidity considerations. It adds that while large and mid‑sized firms are adopting funded or insurance‑based models, smaller companies continue to rely more heavily on balance‑sheet provisions but are gradually seeking more sustainable pension structures.
Italy
The Italian banking Risk continues: Unicredit launches bid on Commerzbank to exceed 30 per cent
Il Sole Ore reports that UniCredit has launched a voluntary public exchange offer for Commerzbank with the goal of surpassing the 30% threshold required by German takeover rules. The bank, which already holds 26% plus another 4% via a total return swap, stresses it does not intend to gain control. BaFin will set the exchange ratio based on the 3‑month VWAP, though UniCredit anticipates a ratio of 0.485 UniCredit shares per Commerzbank share, implying a €30.8 valuation and a 4% premium. To finance the offer, UniCredit will seek shareholder approval in May for a capital increase, with settlement expected in the first half of 2027. The bank also awaits approval for a €4.75bn 2025 buyback programme, which will begin after the offer’s acceptance period. UniCredit’s board views the offer as low‑risk value creation. In Germany, Chancellor Merz and the Finance Ministry reiterate their support for Commerzbank’s independence and note that any formal offer must be evaluated by the bank’s management and supervisory boards.
A wave of consolidation deals is also sweeping through Italian industrial companies: Poste–TIM, Amplifon and Leonardo are just a few examples.
Poste Italiane has launched a €10.8 billion cash‑and‑share takeover bid for 100% of TIM, aiming to create a large integrated group with €26.9 billion in revenues, €4.8 billion in EBITDA and lower leverage. TIM’s board has begun evaluating the offer under related‑party procedures.
Amplifon has announced the largest transformational acquisition in its history: the €2.3 billion purchase of Denmark’s GN Hearing.
Leonardo has finalised the €1.6 billion acquisition of Iveco Group’s Defence business, aligning with the previously indicated €1.7 billion enterprise value. The deal creates a major European player in land‑defence systems.
Mps: the board unravels the knot, Palermo is the CEO candidate
Il Sole Ore reports that Monte dei Paschi’s board has selected Fabrizio Palermo, currently CEO of Acea and former number one at CDP, as the designated candidate to lead the bank ahead of the 15 April board renewal. Palermo was already among the most accredited names on the list of twenty candidates prepared by the board of directors according to the new Capital Law rules but, at that stage, Banco BPM had not indicated a single profile but a shortlist of three possible candidates, which also included Corrado Passera and Carlo Vivaldi. His appointment provides greater governance clarity at a sensitive moment for the bank. Meanwhile, current CEO Luigi Lovaglio – excluded from the board’s list – has accepted a candidacy in an alternative list presented by PLT Holding. The Wall Street Journal reports that following this development, Monte dei Paschi’s board has suspended Luigi Lovaglio from his duties and revoked his executive powers after a minority shareholder put him forward for another mandate, with deputy general manager Maurizio Bai appointed to oversee day‑to‑day operations until the shareholder meeting to appoint a new board.
Banco Bpm: unanimous approval for board of directors list with Tononi and Castagna
Il Sole Ore reports that Banco BPM’s board has unanimously approved the outgoing board’s list ahead of the 16 April shareholder meeting, confirming CEO Giuseppe Castagna and Chairman Massimo Tononi. The board highlights the high quality and independence of the candidates, noting this is the first list presented under the new Capital Law framework. Tononi stresses that the updated Articles of Association strengthen governance while preserving stability. Castagna adds that the bank presents itself to shareholders after years of strong performance, with market capitalisation rising from €2 billion to €20 billion and over €3 billion in dividends distributed in the past two years, reaffirming Banco BPM’s successful public‑company model.
Spain
What new ESG regulations must companies comply with in 2026?
Expansion reports that ESG regulation continues to tighten in 2026 despite delays to major EU directives. Spain’s Parity Law requires Ibex companies to reach 40% gender balance on boards by 30 June, while public‑interest entities must meet 33% this year. Key environmental rules also take effect, including the definitive phase of CBAM and the new EU Packaging and Waste Regulation. The EU Deforestation Regulation extends its compliance deadline to December 2026 for large operators. In addition, the EU Greenwashing Directive must be transposed by March and will apply from September, banning environmental claims that lack verifiable evidence.
CNMV monitors the impact of geopolitical risks on listed companies
Expansion reports that the CNMV will intensify oversight of how listed companies report the financial impact of geopolitical risks, aligning with ESMA’s priorities. The regulator expects firms to provide clear, specific disclosures on how conflicts, supply‑chain disruptions and trade tensions affect their accounts. It warns that generic references are no longer acceptable and calls for detailed assessments of impairments, liquidity risks and valuation assumptions. The CNMV also stresses the need for consistency across annual reports. Supervisors now view geopolitics as one of the biggest threats to financial markets in 2026.
BBVA warns investors that its ESG strategy has become a risk in the Trump era
Expansion reports that BBVA has alerted investors that its strong ESG commitments could now pose reputational and financial risks under the Trump administration’s anti‑ESG stance. The bank warns of potential accusations of greenhushing – downplaying climate initiatives to avoid political backlash – as well as criticism for doing “too much” on sustainability. BBVA notes that increased scrutiny could lead to litigation, supervisory actions or investor pressure. The shift reflects a broader US trend, where major financial institutions have scaled back climate alliances amid political pushback. Despite this environment, BBVA maintains its ESG strategy but acknowledges the possibility of future reprisals.
Naturgy breaks free from shareholder agreements for the first time in 40 years
Expansion reports that Naturgy has ended all shareholder agreements for the first time in 40 years following the exit of BlackRock‑GIP, closing the last pact rooted in the historic Repsol–La Caixa alliance. Over decades, the company operated under 15 parasocial agreements, shaping its governance and limiting flexibility. With GIP’s departure and the softening of the remaining CVC–Alba arrangement, Naturgy now gains full strategic autonomy. Recent stake movements and the company’s share buyback have also boosted its free float to 32.2%, the highest level in nearly two decades, improving liquidity and strengthening its market position.
Switzerland
The Swatch Group used to have cult status on Wall Street
Neue Zürcher Zeitung reports that US investor Steven Wood is seeking a seat on the board of Swatch Group in opposition to the Hayek family, arguing that the company is failing to fully exploit the long‑term growth potential of the Swiss watch market. He is targeting the board position reserved for bearer shareholders, criticising what he sees as a lack of independent perspectives, weak internal challenge, and entrenched governance structures. Wood plans to stand again at the upcoming AGM after a disputed election process last year, positioning his candidacy as a governance issue rather than a short‑term activist campaign.
North American developments
United States
Starbucks may be neglecting labor dispute risks, shareholder proxy firms warn
Reuters reports that proxy advisers Institutional Shareholder Services and Glass Lewis have warned Starbucks shareholders that the company may be underestimating the financial and reputational risks associated with ongoing labour disputes in the US. The advisers raised concerns about board oversight of labour relations, pointing to strikes, a recent legal settlement, and the dissolution of a board committee previously established to address labour issues. The article notes that some shareholder groups are again pressing the company ahead of its annual meeting, while Starbucks said those groups represent a minority of its investors.
Exxon looks to ditch New Jersey incorporation for Texas homecoming
Reuters reports that Exxon Mobil is seeking shareholder approval to change its corporate registration from New Jersey to Texas, aligning its place of incorporation with its headquarters. The move follows recent changes to Texas law that strengthen legal protections for companies and could reduce exposure to shareholder litigation, although Exxon said it does not plan to adopt provisions that would restrict shareholder proposals. The company has faced sustained pressure from activist investors and climate‑related litigation in recent years.
Investors consider director votes at US firms omitting shareholder proposals
Responsible Investor reports that some institutional investors are considering voting against directors at US companies that choose to omit shareholder proposals under the SEC’s revised no‑action regime. Investors said they expect companies to provide robust, company‑specific rationales for exclusions and may escalate concerns through director votes where explanations are deemed inadequate. The piece notes that while engagement remains the preferred first step for many investors, some view director accountability as a necessary response where shareholder rights appear to be undermined.
Google gives CEO Sundar Pichai new pay deal worth up to $692mn
The Financial Times reports that Google has increased chief executive Sundar Pichai’s maximum potential pay to US$692m over the next three years, largely through performance‑linked and restricted stock awards tied to total shareholder return and the growth of its Waymo and Wing businesses. The package could pay out in full if Alphabet significantly outperforms peers, while a substantial portion would lapse if performance targets are not met. The move places Pichai among the world’s highest‑paid CEOs as Google continues to navigate AI competition and ongoing antitrust scrutiny.
Intel shareholder claims board gave US a stake to avoid Trump’s social media attacks
The Financial Times reports that Intel is facing a shareholder lawsuit challenging its decision to grant a 10 per cent equity stake to the US government, with the claimant alleging the board acted under political pressure rather than in shareholders’ interests. The suit argues that the transaction, funded through the conversion of federal grants, amounted to an unlawful transfer of value designed to protect senior executives from attacks by the Trump administration. It adds that the case highlights growing tensions around government intervention in strategically sensitive companies and the governance risks this can create for boards.
APAC developments
Japan
Japan regulator chief says clear growth plans best defence against short‑term activists
Reuters reports that Japan’s financial regulator has urged companies to respond to short‑term activist pressure by clearly communicating long‑term growth strategies rather than relying on defensive measures. The Financial Services Agency said effective disclosure and investor engagement can help build support for capital being retained for future investment, reducing the risk of activists gaining influence. The comments come as Japan prepares further revisions to its corporate governance code aimed at improving capital efficiency and the use of excess cash.
Activist threat pushes Japanese companies to unwind cross-shareholdings
Reuters reports that pressure from activist investors is accelerating governance reforms at Japanese companies, with firms increasingly unwinding long‑standing cross‑shareholdings that have historically insulated management from shareholder scrutiny. The shift follows regulatory pressure from the Tokyo Stock Exchange and heightened activism, including recent campaigns by Elliott, prompting companies such as Toyota and Nintendo to reduce stable shareholder structures. The trend reflects a broader change in mindset, as companies seek to improve transparency, capital efficiency, and resilience to activist challenge.
South Korea
South Korea passes corporate reform bill in boost to world’s best-performing market
The Financial Times reports that South Korea has passed a major corporate governance reform requiring companies to cancel newly acquired treasury shares within a year, a move aimed at strengthening shareholder returns and curbing the control of dominant owner families. The legislation forms part of a broader package of reforms, including enhanced director duties and cumulative voting, designed to address the long‑standing “Korea discount” and improve minority shareholder rights. The changes have helped fuel a sharp rally in the Kospi and are expected to increase pressure on companies to adopt more shareholder‑friendly capital policies.
Hedge fund Palliser says Korean investors starting to embrace shareholder activism
Reuters reports that hedge fund Palliser Capital said South Korea is becoming more receptive to foreign shareholder activism, with local investors increasingly joining efforts to challenge governance practices at family‑controlled conglomerates. Palliser, which is among the largest shareholders in LG Chem, is pushing for changes to unlock shareholder value, including reducing the company’s stake in LG Energy Solution, and said regulatory reforms aimed at addressing the “Korea discount” are helping to shift attitudes. The fund added that even without winning votes, growing minority shareholder support can send a strong signal to management.
China
US lawmakers push for tighter scrutiny of Chinese listings
The Financial Times reports that a bipartisan group of US lawmakers is pressuring SEC chair Paul Atkins to impose tougher restrictions on Chinese companies accessing US capital markets, citing concerns over national security, investor protection, market integrity, and data privacy. In a letter led by Senate banking committee leaders Tim Scott and Elizabeth Warren, lawmakers warned that Chinese-linked issuers, particularly those using variable interest entity (VIE) structures, may evade foreign ownership rules while exposing US investors to opaque governance and regulatory risks. The push reflects growing concern that American capital could support companies tied to China’s strategic or military ambitions. The SEC said it has already taken action against foreign-based firms involved in manipulation and fraud, and recent efforts under both Atkins and his predecessor Gary Gensler have increased scrutiny of Chinese listings, disclosure standards, audit access, and cross-border enforcement.
Hong Kong
Samsonite shareholders approve US dual listing
Reuters reports that Samsonite shareholders have approved resolutions that would allow the Hong Kong‑listed luggage maker to pursue a US dual listing, as the company looks to broaden its investor base and improve share liquidity. The approval covers the potential issuance of American depositary shares within existing dilution limits, with any proceeds earmarked for general corporate purposes including capital spending, debt repayment, share buybacks, and possible acquisitions. Samsonite said the timing and structure of any US listing will depend on market conditions and has not yet set a timetable.
India
Power struggle with CEO led to resignation of HDFC chair
The Financial Times reports that the abrupt resignation of HDFC Bank chair Atanu Chakraborty followed a prolonged power struggle with chief executive Sashidhar Jagdishan, centred on strategy, leadership style, and the CEO’s impending reappointment. Sources said Chakraborty opposed extending Jagdishan’s tenure, while most of the board supported it, with tensions exacerbated by disagreements over governance boundaries and strategic decisions at key subsidiaries. The episode has unsettled investors and raised questions about board dynamics and oversight at one of India’s largest private lenders.
Australia
Australia struggles to flex US$3 trln Super powers
Reuters Breakingviews argues that Australia’s rapidly growing pension funds are struggling to fully use their scale and influence, despite controlling trillions of dollars in retirement savings and dominating domestic share registers. The commentary suggests that a cautious investment culture, cost sensitivity, and fragmented approaches to activism have limited their effectiveness in driving corporate change or maximising long‑term returns. It adds that while Australian superannuation funds are increasingly active in deals and selective engagement, their influence remains uneven compared with global peers.
Most directors prefer to be on private boards, and that is a big worry
The Australian Financial Review argues that Australia’s listed companies risk losing access to experienced and capable non‑executive directors as senior board members increasingly favour private company roles over public market appointments. The piece points to survey evidence showing growing frustration among ASX 200 chairs with regulatory burden, litigation risk, short‑term market pressures, and challenging engagement with proxy advisers, which together are making listed board roles less attractive. It warns that unless regulatory settings and incentives are rebalanced, the trend could further weaken the depth, resilience, and competitiveness of Australia’s public markets.
This company’s board is one of the most dysfunctional on the ASX
The Australian Financial Review opinion piece argues that the board of Humm has become emblematic of deep governance dysfunction, following a Takeovers Panel finding that shareholders were misled during the handling of a A$385m takeover bid. The commentary highlights excessive influence by founder and major shareholder Andrew Abercrombie, poor disclosure, and fractured board decision‑making, which have compounded investor concern and triggered renewed activist pressure. It concludes that the episode reflects broader risks where dominant personalities undermine effective board oversight at listed companies.
ASIC has 'strong appetite' to hold boards to account
FS Sustainability reports that following the landmark Federal Court decision in the case ASIC brought against Star Entertainment, ASIC chair Joe Longo said the regulator will not shy away from holding company directors to account. The Federal Court found two former senior executives of Star breached their duties in relation to the handling of risks associated with money laundering and criminal activity.
The Star case is a warning for boards and a setback for the regulator
The Australian Financial Review argues that a Federal Court ruling clearing Star Entertainment’s former directors of breaches of duty exposes limits in ASIC’s ability to hold boards legally accountable, despite serious governance failures identified through inquiries and public scrutiny. The commentary suggests the judgment may encourage directors to avoid giving evidence in future cases, raising concerns that legal standards are lagging community and regulatory expectations. It adds that while directors were spared liability, the case reinforces the need for boards to actively interrogate risk, governance systems, and the quality of information they receive from management.