Georgeson publications
Georgeson in the media
- Italy: La Voce degli Indipendenti’s article – “CEO Compensation: The Double Judgment of Proxies and Investors”
- US: Corporate Counsel’s Understanding Activism podcast
- South Africa: ITWeb’s article –“Shareholders turn up heat on MTN pay”
- US: Investor Relations Podcast – “The IR Playbook Every Company Needs Before Activists Show Up”
- Spain: Expansión’s article – “Proxies have less influence on investor votes”
Georgeson events
Europe: Georgeson's Cas Sydorowitz published an Investor Engagement Insight piece titled “Proxy Voting in 2027: US Executive Order, ISS/Glass Lewis Changes, and implications for European issuers”
On 11 December 2025, an executive order was issued increasing federal oversight of the proxy advisory industry. Our clients have since asked: what are the implications for European companies, particularly in relation to proxy advisors?
Asia: Diligent published its Corporate Governance in Asia 2025 report in association with Georgeson
The report includes an interview with Georgeson's Cas Sydorowitz on the changing face of activism in Asia, focusing on how regulatory reforms and shifting investor attitudes are redefining shareholder activism in Japan and South Korea.
Australia: Georgeson has published its Insights into early AASB S2 Climate Reporting
Following the introduction of mandatory climate-related financial disclosures under Australian Sustainability Reporting Standard (ASRS), issued by the Australian Accounting Standards Board (AASB), the first wave of AASB S2-aligned reporting practices is now emerging.
Europe: Georgeson has published its latest Say on Climate Memo
The memo provides an update on recent developments and a preview of the data to be included in our European AGM Season Review, which will cover the 2026 AGM season (1 July 2025 to 30 June 2026). The memo includes an overview of the how this season compares to the previous four AGM seasons, outlines investor expectations and their influences on companies, and details the approaches of ISS and Glass Lewis towards Say on Climate proposals.
Italy: Georgeson's Francesco Surace was interviewed for La Voce degli Indipendenti's article titled “CEO Compensation: The Double Judgment of Proxies and Investors”
The banking sector's very positive financial results and the resulting increase in top management compensation annually, almost always coinciding with shareholders' meetings, reignite the ever-lively debate on the balance between compensation and shareholder value creation. In this context, the role of proxy advisors becomes crucial in defining the sustainability of compensation policies. La Voce degli Indipendenti spoke with Francesco Surace, Head of Corporate Governance Italy at strategic consulting giant Georgeson, corporate partner of Nedcommunity.
US: Georgeson's Bill Fiske and David Farkas spoke on Corporate Counsel's Understanding Activism podcast
The discussion focused on the findings from Georgeson's Georgeson’s recently published Global Activism Report, including the trends shaping shareholder engagement worldwide and practical steps to prepare for 2026.
South Africa: The findings from Georgeson's 2025 South Africa AGM Season Review were reported on in ITWeb's article titled “Shareholders turn up heat on MTN pay”
“In the foreword to the report, Bennie van der Westhuizen, CEO South Africa at Computershare, which owns Georgeson, writes: “The 2025 AGM season in South Africa saw heightened investor scrutiny, as the number of contested resolutions (110) increased relative to 2024 (91).”
US: Computershare's Aaron Bertinetti spoke on the Investor Relations Podcast episode “The IR Playbook Every Company Needs Before Activists Show Up”
The discussion focused on 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 operationalising investor intelligence requires unified software, not more tools.
Spain: The findings of Georgeson's survey of institutional investors and asset managers in Spain was reported on in Expansión's article titled “Proxies have less influence on investor votes”
“These are some of the findings of a survey conducted by proxy solicitor Georgeson among institutional investors and asset managers in Spain, who collectively have over €180 billion in assets under management. The survey aims to provide information on proxy voting, investment in environmental, social, and governance (ESG) issues, executive compensation, mergers and acquisitions, and activism, as well as other relevant topics in the context of responsible investment.”
US: Georgeson's Meighan McGowan, Bill Fiske, and Edward Greene spoke on panels at Society for Corporate Governance conferences across the country in May
Meighan spoke about Early Observations from the 2026 Proxy Season at the Middle Atlantic Chapter 2026 Spring Conference in Philadelphia on 14 May. Bill Fiske joined the Pacific Northwest Chapter and spoke a panel about Activism preparedness on 19 May. Edward Greene joined a panel on 2026 proxy season trends and the potential impact of SEC rulemaking on future proxy seasons at the Twin Cities Chapter on 20 May.
Australia: Georgeson's Scott Hudson moderated a panel titled “Artificial Intelligence: Opportunities and Impacts for Investors” at the Australian Shareholders' Association's 2026 Investor Conference on 4 May
Georgeson's Australian CEO Scott Hudson moderated the session entitled which included a lively discussion in which three major fund managers explored how AI is transforming companies, markets, and investment strategies. They discussed how investors can navigate the opportunities and challenges that AI presents, and what it means for building portfolios in the future.
Netherlands: Georgeson's Ivana Cvjetković will be hosting a Fireside Chat with Pauline van der Meer Mohr at the ICGN's Summer Conference in 2026
Ivana Cvjetkovic, Head of Market Benelux at Georgeson, will interview Pauline van der Meer Mohr, Supervisory Board Chair of ASM International, in a featured Fireside Chat. Pauline will reflect on what defines effective corporate governance today, drawing on her extensive board leadership experience across leading Dutch companies. The conversation will explore how governance practices are evolving to support resilient companies, accountable boards, and sustainable long term value creation.
Shareholder activism
Italy probing whether China-led investors in Ferretti breached 'golden power' rules
Reuters reports that Italy is investigating whether China-led investors in yacht maker Ferretti breached “golden power” rules by failing to disclose their full shareholdings, following a contested shareholder vote that saw investors back China's Weichai Group to replace long-serving CEO Alberto Galassi, amid concerns raised by Czech investor KKCG Maritime that some shareholders may have acted in concert to build stakes without notifying authorities in a company potentially deemed strategic due to its small security-related division.
Lululemon settles proxy battle with founder Chip Wilson, agrees to two board nominees
CNBC reports that Lululemon has reached a settlement with founder Chip Wilson to end a proxy contest, agreeing to appoint two of his nominees to the board and add a third director with apparel expertise, while Wilson will refrain from publicly criticising the company for around 18 months.
Investor Corvex urges sale of Premier Inn-owner Whitbread, threatens board shake-up
Reuters reports that activist investor Corvex Management is pressing Whitbread to pursue a sale, warning it may nominate directors if the company fails to act. Corvex, which holds around seven per cent of the group, has criticised share underperformance and called for a formal strategic review, alongside cost discipline and increased shareholder returns. The article highlights how escalating activist pressure is focusing attention on board responsiveness, strategic direction and capital allocation at UK issuers, particularly where valuation gaps persist.
Hayek family defeats activist investor's latest push to join Swatch board
The Financial Times reports that the Hayek family used Swatch Group's dual-share structure to block US activist Steven Wood from securing a board seat, despite him receiving more than 80 per cent support from bearer shareholders. The outcome has intensified governance tensions, with minority investors and proxy advisors arguing that shareholder preferences are being overridden and representation remains inadequate. The dispute, which may lead to further legal action, highlights ongoing concerns around board independence, shareholder rights and the influence of controlling shareholders in European companies.
Pushy investors prime Japan Inc for new phase
Reuters reports that activist investing in Japan has entered a more assertive phase, with international and domestic investors increasingly pressuring companies on governance, efficiency and profitability rather than focusing solely on balance sheet reforms. The article notes a shift driven in part by greater engagement from local asset managers and regulatory encouragement, helping activists secure incremental wins such as improved deal terms and increased scrutiny of management practices. While full break-ups of conglomerates remain unlikely in the near term, the growing momentum suggests a gradual evolution towards more shareholder-aligned governance and operational discipline in Japan Inc.
Environmental & Social
Shell shareholders reject climate activist resolution as they re-elect CEO, chairman
Reuters reports that Shell shareholders overwhelmingly rejected a climate related proposal at the company's annual meeting, with the resolution attracting only around 13 per cent support despite backing from activist group Follow This and a coalition of institutional investors. The vote, alongside strong backing for the re election of senior management, reflects broad investor support for the board's current strategy and disclosures on energy transition risks. The article highlights how climate focused shareholder proposals at energy companies continue to face limited support, even as they remain a focal point for investor engagement and scrutiny.
Wall Street regulator moves to scrap Biden-era climate rule
Reuters reports that the US Securities and Exchange Commission is moving to rescind a Biden era climate disclosure rule, signalling a further shift towards a narrower, materiality focused approach to corporate reporting. The rule, adopted in 2024, would have required companies to disclose climate related risks and spending but faced immediate legal challenges and was never implemented. The article highlights how the rollback reflects broader policy changes under the current administration, with regulators emphasising limits on disclosure requirements and raising questions about the future role of ESG related reporting in US corporate governance.
World's biggest miner BHP backtracks on climate action with key projects put on ice
Guardian Australia reports that leaked internal documents suggest BHP has delayed or shelved key decarbonisation projects in its Pilbara operations, including board approved initiatives, while considering pushing major climate investments into the 2030s and beyond. The files indicate that despite internal recognition of reputational risks and strong shareholder backing for climate action, the company slowed spending, dropped certain emissions reduction projects and postponed renewable energy developments. The article also notes that BHP attributes delays in part to technological constraints, while maintaining that it remains committed to its longer term emissions targets.
European developments
Two steps back, but three forward for sustainability reporting
Reuters reports that diverging regulatory approaches in the EU and US are creating renewed complexity in sustainability reporting, despite recent efforts to establish global alignment through ISSB standards. While some regions scale back mandatory disclosure requirements, others, including the UK and several jurisdictions in Asia, are moving ahead with aligned frameworks, leading to an uneven global landscape. The article highlights that many companies are continuing to expand voluntary disclosures regardless of regulation, driven by investor demand, commercial considerations and the growing role of sustainability data in business strategy and risk management.
UK
BP removes chairman after concerns about bullying behavior
The Wall Street Journal reports that BP has removed chairman Albert Manifold following concerns over his conduct and governance oversight, including allegations of abusive behaviour towards employees and mishandling of company information. The board unanimously decided he should step down immediately, citing issues it deemed unacceptable, while Manifold has disputed the characterisation of his actions. The abrupt departure adds to ongoing leadership instability at the company and has prompted renewed scrutiny of board decision making and governance practices.
How the UK's ‘King of Trainers' ran into trouble
The Financial Times reports that JD Sports is facing increased pressure on its chief executive after a sharp downturn in performance, including profit warnings and a significant decline in its share price. The article highlights boardroom tensions, including the recent exit of the chairman following a failed attempt to remove the CEO, reflecting governance challenges as the company navigates a changing retail environment and strategic reset. It notes that while the board continues to back leadership, investors are seeking clearer guidance and delivery as JD works to recover from weakening demand and operational challenges.
WAG Payment Solutions risks shareholder revolt over bosses' pay
The Times reports that WAG Payment Solutions is facing investor opposition over executive pay after proxy advisors ISS and Glass Lewis recommended voting against its remuneration report. The advisors raised concerns that the board used discretion to increase bonus payouts to senior executives despite weaker performance, with limited explanation provided for these adjustments. The article highlights how a significant protest vote would represent a reputational setback for the board, particularly given the company's underperformance since its listing.
Germany
BMW, SpaceX and the value of a vote
The Financial Times reports that BMW has won overwhelming shareholder support to abolish its preference shares, simplifying its capital structure and moving towards a “one share, one vote” model. The move reduces the use of non-voting shares common in German companies and is intended to improve liquidity, index weighting and overall investor appeal. The article highlights that, despite global trends favouring dual-class structures, the decision reflects growing governance pressure for equal shareholder rights and greater transparency.
Commerzbank rallies shareholders in fight for independence from UniCredit
The Financial Times reports that Commerzbank used its annual meeting to rally shareholder support for its independence amid a hostile takeover attempt by UniCredit, as investors and employees expressed strong backing for management's strategy. The bank's improving share price and proposed returns to shareholders have strengthened its position, although UniCredit's growing stake keeps takeover pressure firmly in focus. The article highlights that while resistance remains strong for now, investors recognise that UniCredit has the financial capacity and persistence to continue pursuing a deal.
Netherlands
De Brauw reports that Dutch senate approves bonus cap relaxation in financial sector
The De Brauw update reports that the Netherlands has approved reforms to narrow the scope of its strict 20% bonus cap in financial services, limiting its application to “identified staff” whose roles materially affect risk. The changes bring Dutch rules closer to EU standards, aiming to improve competitiveness and talent retention by removing restrictions for most employees. The article highlights that while this increases flexibility for remuneration structures, it introduces greater focus and potentially tighter constraints for senior and risk-taking staff who remain subject to the cap.
Aegon to move legal seat to Delaware and overhaul board
Reuters reports that Aegon plans to move its legal seat to Delaware and introduce a new governance framework as part of its shift towards the US and rebranding as Transamerica. The proposals include phasing out its staggered board in favour of annual elections, adopting majority voting in director elections and simplifying its capital structure by removing special voting rights. The changes also retain the stake of its largest shareholder while transferring its Dutch charitable activities to a new foundation backed by a €500m donation.
Italy
Governance: European boards slower but more balanced – The challenge of AI, geopolitics, and cyber risk
Milano Finanza reports that in Italy, the issue of board-level competencies has become increasingly central, as emerging challenges – such as artificial intelligence, cyber risk, and geopolitics – require more experienced and practical profiles. The Italian system shows some strengths, including strong female representation on boards, largely driven by the Golfo-Mosca law, and the widespread use of external board evaluations, involving around 70% of companies – well above the European average. However, significant weaknesses remain, including the limited internationalisation of boards, relatively low and less performance-based remuneration, and a reduced ability to attract top strategic talent. More broadly, European boards are still lagging in developing the skills needed to address ongoing technological and geopolitical transformations, with only a small number of committees dedicated to innovation and technology. Increasing regulatory complexity also slows decision-making, while global competition requires greater speed and agility. In this context, independent directors are becoming increasingly important in enhancing decision-making quality and ensuring a strategic approach. The key challenge is to strengthen board competencies, increase international exposure, and maintain a balance between innovation, sustainability, and competitiveness in an increasingly complex environment.
Publicly owned companies: The regulatory framework for oversight of directors' remuneration
Il Sole Ore reports that the remuneration of directors in publicly controlled companies in Italy is still governed by a transitional regime linking compensation to 2013 costs, with a cap at 80% of that level. This rule has been widely criticised as rigid and outdated. A 2026 decision by the Italian Court of Auditors introduced a more flexible interpretation, allowing deviations from this cap in certain cases, such as when no costs existed in 2013 or when the company has significantly changed in size, structure, or activities. In these situations, controlling public authorities may set compensation using alternative benchmarks, provided they rely on objective indicators such as company size, revenues, profitability, and complexity of roles. Compensation must also reflect market standards and remain proportionate to internal salary structures. Despite this flexibility, the Court emphasised that administrations do not have full discretion and must justify decisions through detailed and robust reasoning. Formal procedures must also be respected, including board resolutions and oversight by the statutory auditors. Control mechanisms remain strong: auditors and supervisory bodies must verify both compliance with legal limits and the appropriateness of compensation. Ultimately, the reform aims to balance flexibility with accountability, avoiding excessive liberalisation while ensuring fair and reasonable remuneration.
Spain
Nine out of ten large cap Spanish companies reach 40% female board representation ahead of legal deadline
Spain's listed companies continue to make steady progress on gender diversity, with women now representing 37.52% of all board seats in 2025, according to the CNMV's latest governance report. Nine out of the 10 largest capitalisation issuers have already met the 40% threshold mandated by Spain's Organic Law 2/2024, well ahead of the June 2026 deadline. In total, 64 of the 112 listed companies have reached or exceeded the 40% target, and 16 issuers now have gender balanced boards with 50% or more women directors. However, the CNMV highlights slower progress in senior management, where women account for just 25.18%, and urges companies to accelerate the appointment of women to executive and top leadership roles. The regulator considers the overall trend positive but stresses that greater efforts are needed to strengthen gender diversity at the highest decision making levels.
CNMV Annual Report highlights strong market activity and reinforced governance, transparency and enforcement measures
The CNMV's 2025 Annual Report shows a year of exceptional market activity, with equity trading exceeding €1 trillion for the first time since 2015, but also a significant reinforcement of governance and supervisory practices. The regulator intensified oversight of financial reporting, sustainability disclosures and market integrity, receiving more than 5,700 inside information filings and over 70 million transaction reports. Enforcement activity increased sharply, with 71 sanctions totalling €19.4 million, mostly related to market abuse. Whistleblowing alerts rose 10%, and the CNMV issued a record number of warnings against unregistered entities. The report underscores the regulator's focus on transparency, investor protection and robust internal controls across the Spanish market.
AI, Cybersecurity and Geopolitics Reshape Board Agendas in Spain, Study Finds
elEconomista reports that Spanish boards are undergoing a structural transformation as artificial intelligence, cybersecurity and geopolitical tensions become central to corporate governance, according to the 2026 Technology and Corporate Governance in Spain report by Xvalue and T Systems Iberia. Half of Spanish companies now have a technology governance body reporting to the board, and 19% have formal technology committees – up from just 4% in 2023. Yet capability gaps persist: 56% of boards still lack a director with technological expertise, and 17% do not discuss technology at all. Despite these shortcomings, investment in AI has doubled, and nearly half of boards have approved dedicated budgets for AI initiatives. The study also highlights rising concerns around ethical deployment, digital sovereignty and cyber risk, with 60% of directors supporting increased cybersecurity spending and 98% calling for stronger European geopolitical positioning in technology.
North American developments
United States
SEC moves to scrap quarterly reporting requirement
The Financial Times reports that the SEC has proposed allowing US-listed companies to report earnings semi-annually instead of quarterly, marking a significant deregulatory shift under the Trump administration. The move is intended to give companies greater flexibility and reduce short-term pressures, although critics warn it could reduce transparency and increase uncertainty for investors. The article highlights an ongoing debate between those favouring reduced reporting burdens and others arguing that frequent disclosures are essential for efficient market functioning.
ExxonMobil wins decisive backing to move corporate domicile to Texas
The Financial Times reports that ExxonMobil shareholders have approved a proposal to move the company's legal domicile to Texas, despite opposition from proxy advisors and some investors concerned about potential weakening of shareholder rights. The vote reflects strong backing for management, even as critics argue the move forms part of a broader effort to limit shareholder influence and activism. The article highlights that the decision could set a precedent for other companies, as Texas seeks to attract incorporations with a more business-friendly regulatory environment.
The secrets revealed in SpaceX's IPO filing
The Wall Street Journal reports that SpaceX's IPO filing outlines a company with strong revenue growth but significant losses, alongside a highly concentrated governance structure in which Elon Musk controls about 85% of the voting power through supervoting shares. The filing highlights the combined business of its space operations, Starlink and the recently merged xAI unit, which is driving heavy investment and losses. It also notes the scale of Musk's performance-linked equity awards and extensive related-party transactions, underscoring governance complexity as the company moves towards a potential record-breaking listing.
GameStop makes big bet that governance doesn't matter
The Financial Times argues that governance concerns were a meaningful factor in eBay's rejection of GameStop's takeover approach, highlighting stark differences between the two companies' board structures and leadership philosophies. While eBay maintains a conventional, largely independent board and standard pay practices, GameStop is portrayed as tightly controlled by its chief executive with a less independent board and highly unconventional incentive structures. The article highlights that these differences reflect a broader debate between traditional corporate governance models and founder-led approaches, with shareholder comfort on governance likely to remain a key obstacle to any potential deal.
Chevron shareholders reject proposal for independent board chair
Reuters reports that Chevron shareholders rejected a proposal to separate the roles of chair and chief executive by requiring an independent board chair. The company had argued for flexibility in determining its governance structure, while proxy advisor Glass Lewis supported the proposal on the grounds it could strengthen board effectiveness. The vote aligns with similar outcomes at peers and saw all other board recommendations approved by shareholders.
APAC developments
Japan
Curb on shareholder rights will hurt retail investors not activists, says Oasis
The Japan Times reports that proposed reforms in Japan to raise the threshold for shareholder proposals to at least 1% of voting rights could disproportionately impact retail investors while leaving institutional activists largely unaffected. Activist investor Seth Fischer argues that most activist funds already exceed the proposed threshold, meaning the change would primarily limit the ability of smaller individual shareholders to participate in governance. The article highlights an ongoing debate between policymakers seeking to curb perceived abusive proposals and investors who warn the move could weaken shareholder engagement and corporate governance progress.
China
China's Weichai wins Ferretti board vote amid governance dispute
Reuters reports Chinese state-owned group Weichai won a contested shareholder vote at Italian yachtmaker Ferretti, allowing it to appoint most of the company's board and effectively ending the tenure of long-serving CEO Alberto Galassi. Weichai owns around 39.5% of Ferretti, while rival shareholder KKCG Maritime had sought to retain existing management and challenge Weichai's influence. The dispute raised broader governance and national-security questions, as KKCG argued that Weichai's voting rights should be scrutinised under Italy's “golden power” rules. The case highlights how board control, foreign ownership and strategic-industry oversight are increasingly overlapping in European corporate governance.
India
Tata Sons faces listing pressure amid governance and regulatory debate
FinExus reports that Tata Sons, the unlisted holding company of India's Tata Group, is facing renewed pressure to go public. The issue is driven by both regulatory requirements and shareholder pressure, especially from the Shapoorji Pallonji Group, Tata Sons' second-largest shareholder. Under Reserve Bank of India rules, certain large core investment companies may be required to list unless they receive an exemption. Tata Sons' asset size reportedly exceeds the relevant threshold, making the listing question a major governance issue. The debate also involves board-level and trust-level decision-making, since Tata Trusts owns the majority of Tata Sons. A potential listing would improve liquidity and transparency, but could also change the control structure of one of India's most important business groups.
Australia
When shareholder activism fails: Why the Lendlease trade came unstuck
The Australian Financial Review reports that activist-led efforts to reshape Lendlease have failed to deliver the intended turnaround, with its capital release strategy failing to generate expected value and contributing to worsening financial performance. The company has seen significant value destruction, declining asset prices and leadership instability, with its shares hitting multi-decade lows as investors grow increasingly uncertain about its outlook. The article highlights scepticism over whether activist intervention accelerated or hindered the downturn, with doubts continuing over the viability of the strategy and the company's ability to recover.
Shareholders should be asking: “Name a woman!”
The Australian Financial Review highlights ongoing concerns about gender representation in ASX-listed companies, pointing to examples of all-male executive presentations and leadership teams across sectors such as mining and construction. The article notes that women remain underrepresented at senior levels, with only a small number of female CEOs and limited representation in executive leadership teams. It suggests that despite increased awareness, cultural and structural issues continue to inhibit progress on gender diversity in corporate Australia.
Ownership Matters targets McLennan, DroneShield pay
The Australian Financial Review reports that proxy advisor Ownership Matters has recommended shareholders vote against several key governance proposals at DroneShield, including the election of its incoming chairman and its remuneration report. The firm cited concerns over board workload, executive pay misalignment and limited transparency around equity incentives, particularly following significant share sales by insiders that coincided with a sharp fall in the share price. The recommendations add pressure on the company amid regulatory scrutiny and reflect broader governance concerns surrounding disclosure and executive decision-making.
KIIS of death: Remuneration strike looms for ARN Media
The Australian Financial Review reports that ARN Media is facing the prospect of a shareholder protest vote against its executive remuneration plan ahead of its annual meeting, amid a sharp deterioration in performance and ongoing disputes with former star presenters. Glass Lewis has recommended voting against the pay proposal, citing its generosity relative to the company's reduced scale and falling market capitalisation, although proxy advisors continue to support the re-election of the chairman. The article highlights broader investor frustration, with major shareholders expected to play a decisive role as the company navigates operational challenges and seeks to stabilise its position.
Shareholders question Macquarie's climate change commitment
FS Sustainability reports that Macquarie Group is facing renewed shareholder scrutiny over its commitment to net zero goals and its fossil fuel financing activities, with a shareholder resolution calling for greater transparency to be put to a vote at its upcoming AGM. Investors have raised concerns that recent disclosures suggest reduced investment in green energy and increased exposure to fossil fuels, potentially misaligning with climate commitments. The article highlights ongoing tension between the group's stated long-term transition approach and investor expectations for clearer, more consistent evidence of progress.