Georgeson publications
Georgeson in the media
Georgeson events
- Italy: ICGN 30th Anniversary Conference
- Australia: Investor Group on Climate Change Summit
- Spain: WOMENCEO Awards for Good Corporate Governance Through Diversity
- Australia: Governance Institute of Australia’ Governance Leadership Conference
- Europe: European AGM Season Review Investor Panel
- UK: Non-Executive Director Awards
Europe: Georgeson has published its 2025 European AGM Season Review
Each year Georgeson publishes an annual review of the European AGM season, containing a comprehensive analysis of trends witnessed in the following major markets: UK, Germany, France, Switzerland, the Netherlands, Italy, Spain, Belgium and Ireland.
US: Georgeson has published its 2025 Full Proxy Season Report
The 2025 US proxy season brought new dynamics to the forefront of shareholder engagement, activism, and governance. This comprehensive report breaks down the key developments that shaped this year’s annual meetings—from voting patterns and ESG proposals to board accountability and investor priorities.
US: Georgeson’s Meighan McGowan and Computershare’s Ann Bowering co-authored a memo titled “From a drop in shareholder proposals to renewed activism: Shaping your 2026 engagement with this year's proxy season data”
Ann Bowering, CEO of Issuer Services at Computershare North America, and Meighan McGowan, Head of Business Development at Georgeson Advisory, part of the Computershare Group, discuss key findings from the 2025 proxy season – and how to harness this year’s trends going forward.
Europe: Georgeson has published a memo on the ISS Policy Survey results
Our Corporate Governance team has produced a memo covering the recently released ISS Policy Survey results. The survey aims to capture the evolving views from investors on key governance and ESG topics.
Europe: Georgeson’s Cas Sydorowitz was quoted in Reuters’ article titled “More investors rebel against European firms' executive pay plans” which covered the trends of our European Season Review
"For the first time, the scale of opposition to future pay policy – which can prompt a company to change its plans – exceeded that for the pay report on the year that had ended. “Investors appear more willing to challenge executive pay through a more confrontational and disruptive approach by opposing companies' binding remuneration policy resolution frameworks, Georgeson Global Chief Executive Cas Sydorowitz said. By voting 'against' such resolutions, investors directly challenge future executive compensation structures, which also include long-term incentive plans.”"
Spain: The publication of Georgeson’s European AGM Season Review was covered by Expansión in their articles titled “Shareholders focus on salary proposals” and “Spain leads opposition to wages in Europe”
“Investors continued to pay close attention to remuneration practices in Spain. This is reflected primarily in the annual general shareholder meetings held by companies, which place greater scrutiny on listed companies' corporate governance practices. Proxy solicitor Georgeson analysed the 2025 Ibex shareholder meeting season and how shareholders voted on the various agenda items. The results of this analysis, conducted on 33 of the 35 index groups […], indicate that none of the resolutions presented by Ibex companies were rejected by shareholders.”
Italy: ICGN 30th Anniversary Conference – Europe from 21-23 October in Milan
Georgeson is a platinum partner of the three-day event organised by the ICGN and hosted by Assogestioni. The agenda is focused on discussions on the hot topics in global corporate governance and stewardship, including a deep dive into the nuances of Italian governance frameworks. In what is shaping up to be a fascinating and challenging year for investors and companies, we will hear from experts from around the world to understand the latest geopolitical developments, regulatory changes, trends in board practices and investor stewardship.
Australia: Georgeson’s Paul Murphy is joining a panel at the Investor Group on Climate Change Summit taking place on 16 October in Sydney
Paul Murphy, Georgeson’s Head of Governance & ESG Advisory for APAC, will be speaking on a panel at the 2025 IGCC summit titled “Climate-Ready Boards – What are the Essential Board-level transition Capabilities”.
Spain: The application period is now open for the 2nd Edition of the WOMENCEO Awards for Good Corporate Governance Through Diversity, which Georgeson is a proud sponsor of
These awards recognise companies, organisations, and individuals that promote female leadership and diversity in corporate governance. They highlight best practices that foster gender-balanced decision-making.
Australia: Georgeson’s Paul Murphy spoke on a panel at the Governance Institute of Australia’ Governance Leadership Conference on 8 September in Sydney
The panel was titled “The future of ESG” and covered:
- How has the ESG discussion shifted in the last two years.
- The politics vs realities of DEI – what comes next.
- Impact on people, services and customer engagement.
- How technology is helping address the climate and nature-positive strategy and action.
Europe: Georgeson hosted a live investor panel to celebrate the publication of the European AGM Season Review
Georgeson’s Daniele Vitale presented insights from our European AGM Season Review and moderated an investor panel to discuss the 2025 trends which included Vineet Chhibber, Director, BlackRock; Hendrik Schmidt, Head of Stewardship – Governance, DWS; and Louise Dudley CFA, Portfolio Manager, Federated Hermes.
UK: Nominations are now open for the Non-Executive Awards which Georgeson is sponsoring
The Non-Executive Director Awards were established in 2006, by Peel Hunt, to recognise the achievements of Non-Executive Directors who contribute daily to the success and growth of businesses and not-for-profit organisations across the UK. The Nominations Opening was covered by The Times.
Shareholder activism
Elliott pushes for PepsiCo turnaround with $4 billion stake
The Wall Street Journal reports that Elliott Investment Management has taken a US$4 billion stake in PepsiCo and is pushing the company to revamp its strategy, including potentially refranchising its bottling operations and cutting underperforming products, to boost its lagging stock price. PepsiCo has faced mounting challenges, including declining soda sales, slowing food business growth, and stiff competition from rivals like Coca-Cola, leading to a 25% drop in its market value since May 2023.
New York Times activist could be good news for investors
The Financial Times reports that activist hedge fund Fivespan has taken a small stake in The New York Times and is urging the company to boost profits through AI integration, dynamic pricing, and content expansion, despite the paper already performing strongly with a US$9bn enterprise value and 20% operating margin. While Fivespan sees further upside, the Sulzberger family's controlling stake via a dual-class share structure limits the potential for aggressive intervention, helping preserve the Times’ journalistic independence—a core part of its brand and appeal to both readers and investors.
Cracker Barrel targeted with proxy fight by Steak ’n Shake investor
The Wall Street Journal reports that activist investor Sardar Biglari is launching his eighth proxy battle against Cracker Barrel, seeking to unseat CEO Julie Felss Masino and board member Gilbert Dávila, blaming them for poor strategic decisions and a recent branding misstep. Despite owning just under 3% of the company, Biglari is urging shareholders to vote against the nominees and challenge new bylaw provisions that make it harder and costlier to run repeated board contests. Cracker Barrel, facing declining customer traffic and backlash over its logo change, has dismissed Biglari’s efforts as self-serving, noting shareholders have consistently rejected his proposals in the past.
Elliott takes activist fight to Japan’s sensitive nuclear power sector
The Financial Times reports that Elliott Management has become a top-three shareholder in Kansai Electric Power, marking a bold activist move into Japan’s sensitive nuclear energy sector. The fund is urging the utility to boost shareholder returns through increased dividends and buybacks, funded by selling ¥150bn annually in non-core assets, including real estate and a construction company stake. Elliott’s campaign reflects growing confidence among activists in Japan amid ongoing corporate governance reforms, and follows a similar successful effort at Tokyo Gas.
Activist investor pushing to sell Comerica, will seek board seats
The Wall Street Journal reports that Activist hedge fund HoldCo Asset Management plans to launch a board challenge at Comerica, pressuring the regional bank to explore a sale amid years of underperformance and mounting regulatory costs. With a 1.8% stake, HoldCo may nominate up to five directors if Comerica doesn’t act, joining other frustrated shareholders who believe the bank would be better off as part of a larger institution. The move reflects growing investor impatience for consolidation in the regional banking sector, long seen as necessary to compete with national giants like JPMorgan and Bank of America.
Environmental & Social
US shareholders fail to pass any green proposals for first time in six years
The Financial Times reports that for the first time in six years, no environmental shareholder proposals passed during the 2025 US proxy season, reflecting waning investor support for climate-related initiatives amid political pushback and improved corporate climate disclosures. Support for environmental and social resolutions has steadily declined since peaking in 2022, with large asset managers facing pressure to abandon ESG targets and proxy advisers withholding support. Despite this setback, activists say the decline signals a strategic shift toward more collaborative engagement rather than a retreat from climate goals.
Top pension fund pulls €14bn from BlackRock in sustainability pivot
The Financial Times reports that PFZW, one of Europe’s largest pension funds managing €248bn for Dutch healthcare workers, has pulled about €14bn from BlackRock as part of a new investment strategy prioritising sustainability alongside financial performance and risk. This shift reflects a growing divide between European pension funds, which are doubling down on ESG investing, and some US asset managers like BlackRock, which have scaled back on such commitments amid political backlash in the US. PFZW has replaced BlackRock with multiple active managers to better align with its sustainability goals, marking a broader trend among European funds seeking greater control over responsible investing.
Global
Will shareholder voting make a comeback?
The Financial Times’ Lex column argues that many UK retail investors remain disengaged from shareholder voting, with only 22% voting regularly, partly due to lack of awareness or the complexity of the process. However, recent efforts—such as government-led digitisation initiatives and platforms automatically opting investors into voting—aim to improve participation by making voting easier and more accessible. The recent high-profile Saba activist campaign demonstrated that when issues are contentious, retail investors can significantly influence outcomes, highlighting the importance of increased engagement.
Is the shareholder always right? It’s complicated
The Financial Times’ Lex column argues that asset managers like BlackRock helped transform shareholder democracy by increasing engagement, but their immense size and conflicting interests now risk distorting the system. Research highlights how voting power can be misaligned with economic interests, especially as large passive funds hold stakes in competing companies, often voting in ways that benefit their broader portfolios rather than individual firms. This challenge, particularly under Delaware law, calls for legal reforms to address split loyalties and restore trust in shareholder voting mechanisms.
Nestlé’s CEO ousting makes case for corporate ‘veep’
The Financial Times’ Lex column argues that corporate succession planning remains a challenge, as sudden executive departures often leave companies scrambling for suitable replacements, illustrated by Nestlé’s recent quick promotion of its Nespresso head after firing its CEO. While interim appointments can buy time for a thorough search, they may lack authority and create perceptions of failed processes. Some firms, like JPMorgan, subtly designate a clear second-in-command to ensure smoother transitions, suggesting that clearer, more formal “vice president” style succession plans could help companies better prepare for unexpected leadership changes.
Shareholders should have more say over the AI rush
Stuart Kirk’s Financial Times article raises concerns about the governance implications of the US$100 billion investment deal between Nvidia and OpenAI, highlighting that despite its size and the close relationship between the two companies, Nvidia’s shareholders were not given a direct vote. It critiques US regulations, which allow related-party transactions to proceed with only board or audit committee approval, contrasting this with stricter rules in other countries that require shareholder consent for such deals. The piece questions whether current governance frameworks are sufficient to protect investors amid the growing complexity and scale of AI industry partnerships.
European developments
SEC chief threatens ban on European accounting rules over sustainability
The Financial Times reports that the US Securities and Exchange Commission (SEC) chair Paul Atkins has threatened to ban overseas companies from using International Financial Reporting Standards (IFRS) if the IFRS continues to incorporate sustainability and climate-related disclosures, which he views as politically motivated and incompatible with US accounting standards. This move could force foreign firms to reconcile their accounts with US standards, adding complexity and cost. The IFRS Foundation maintains its sustainability standards respond to global investor demand and operates independently from its accounting standards, but remains in dialogue with the SEC amid funding and regulatory tensions.
UK
Marks and Spencer considers extending Archie Norman’s term as chair
The Financial Times reports that Marks & Spencer is exploring the possibility of extending chair Archie Norman’s tenure beyond the UK’s recommended nine-year limit to maintain leadership continuity amid ongoing challenges, including a major cyber attack that disrupted online sales and could cost the company up to £300mn in profits. Norman, widely credited with helping revive the retailer alongside CEO Stuart Machin, reaches the nine-year mark in 2026. While UK governance rules require justification for such extensions, early feedback from key investors has been largely supportive, citing Norman’s experience and the need for stability.
WHSmith backs CEO as it probes damaging accounting errors
The Financial Times reports that WHSmith is standing by CEO Carl Cowling as it awaits the outcome of a Deloitte investigation into a £30mn profit overstatement, primarily linked to early recognition of supplier income in its US travel business. The accounting issue, which triggered a 42% share price drop and wiped over £500mn off the company's market value, comes at a critical time as Cowling has heavily focused the company’s strategy on expanding its US travel operations. While the board and major investors currently support Cowling, the final decision on leadership may hinge on the findings of the review, expected by November.
UK MPs raise alarm on delays to corporate oversight reform
The Financial Times reports that more than 60 UK MPs and peers have urged Prime Minister Keir Starmer to stop delaying long-promised audit reforms aimed at preventing corporate failures like Carillion and BHS. Central to the stalled legislation is replacing the Financial Reporting Council with a stronger regulator and tightening oversight of large private companies, but political and industry disagreements have caused repeated delays. The cross-party group, coordinated by the Chartered Institute of Internal Auditors, warned that without urgent action, the UK’s audit system remains vulnerable and unable to restore trust in corporate governance.
London’s rush for external CEO hires highlights succession planning concerns
The Financial Times reports that more than half of CEO appointments in the UK’s FTSE 100 and FTSE 250 in the past year were external hires, highlighting widespread weaknesses in internal succession planning compared to markets like the US and Germany. The 25x25 initiative, which aims to increase female CEOs, warned that relying on external candidates is risky, costly, and unsustainable — especially as shorter CEO tenures and a focus on operational leadership styles limit the pipeline of future leaders. The report also found companies were more successful in appointing internal candidates when boards led the search process, rather than relying solely on recruitment firms.
AstraZeneca stokes fears of London exit with New York listing
The Telegraph reports that AstraZeneca has announced plans to upgrade its U.S. listing by joining the New York Stock Exchange, raising concerns it may eventually abandon its London listing altogether. While the company insists it will remain headquartered in the UK and keep its London presence, analysts and investors see the move as a step toward a full U.S. shift, reflecting broader frustrations with the UK’s regulatory and investment climate. The decision comes amid rising U.S. investments and halted UK projects, sparking fears that Britain is becoming less attractive for major pharmaceutical firms.
Germany
Shift of tactics in German takeovers thwarts hedge fund ‘back end trade’
The Financial Times reports that companies and private equity firms pursuing takeovers in Germany are changing tactics to avoid activist hedge funds like Elliott Management, which have long exploited German minority shareholder protections to demand higher payouts after deals. These so-called "back-end trades" have made M&A in Germany more complex and less attractive, prompting buyers to secure control upfront or structure deals to limit activist influence. A recent example is JD.com's €2.2bn bid for Ceconomy, where the company locked in major shareholder support early and avoided typical takeover conditions to sidestep potential legal and activist roadblocks.
DSW published its Executive Remuneration study
A recent study by DSW and the Technical University of Munich reveals that male executive board members in Germany earn on average 24% more than their female counterparts, largely due to a higher proportion of men in chairperson roles. Even excluding chair roles, men still earn 12.2% more. The study also highlights that all DAX companies now include at least one ESG (Environmental, Social, Governance) component in executive compensation, with 70% incorporating all three.
Netherlands
CVC, InPost join expanding Euronext blue chip index
DutchNews reports that Euronext will expand Amsterdam’s AEX blue chip index from 25 to 30 companies on September 22, adding firms like JDE Peet’s, Just Eat Takeaway, CVC, InPost, and WDP. These promotions will create openings in the Midkap index, which will be filled by five other companies, while the smallcap index will be reduced and renamed Amsterdam Next 20 to better reflect its profile. The inclusion of companies expected to be taken over soon, like JDE Peet’s and Just Eat Takeaway, is notable as they may exit the index again shortly.
Italy
Eni beats Enel: it's the Italian company with the highest revenues. Among the world's largest are also banks, but since 2000 Italy has lost its edge.
Milano Finanza reports that Eni ranks as the top Italian company by revenue in the latest KPMG ranking based on Fortune Global 500 data, placing 104th globally with €94 billion in 2024. It is followed by Enel (145th), and three major financial institutions: Assicurazioni Generali, Intesa Sanpaolo, and Unicredit. Compared to 2000, when Italy had 10 companies in the top 500 – including iconic names like Fiat, Olivetti, and IRI – the country's corporate presence has declined. The energy and utilities sector now dominates Italy’s top ten, while many former industrial giants have disappeared or transformed.
MFE-MediaForEurope becomes majority shareholder in ProSiebenSat.1 Media
The Wall Street Journal reports MFE-MediaForEurope, led by Italy’s Berlusconi family, has become the majority shareholder of German broadcaster ProSiebenSat.1 by securing a 75.61% stake worth about US$1.81 billion through a public takeover offer and additional acquisitions. ProSiebenSat.1’s CEO emphasised plans to collaborate closely with MFE to explore growth opportunities. The voluntary takeover is expected to be finalised by September 16, ending a months-long battle for control.
Lottomatica celebrates its entry into the FTSE MIB. M&A and market share growth underpin 13 buy ratings.
Milano Finanza reports that Lottomatica has joined the FTSE MIB index, marking a significant milestone for Italy’s leading betting company. Analysts highlight its growing relevance in the market, supported by a €500 million buyback plan and a strong position in the iGaming sector, where it holds a 30.5% market share. Growth is expected to accelerate from November with the launch of new online concessions. The company is also exploring international M&A opportunities, aiming to create long-term value rather than just expand. Its omnichannel strategy and technological edge continue to drive performance in a rapidly growing industry. According to several analysts, the company trades at a discount compared to peers, with 13 buy ratings and an average target price of €27.26.
MPS rises to 86.3% of Mediobanca at the closing of the Opas
Il Sole Ore reports that Monte dei Paschi has successfully completed its public exchange offer for Mediobanca, securing 86.33% of shares and paving the way for a merger between the two institutions. While the threshold for a mandatory buyout wasn’t reached, Siena’s control will allow for swift implementation of industrial synergies, including a possible delisting of Mediobanca. The next steps will be decided at the shareholders' meeting on 28 October, where new leadership will be appointed to guide the transition.
Avio, 400 million capital increase. CEO Ranzo: unanimous board of directors, then each shareholder decides on adhesion
Il Sole Ore reports Avio’s Board has approved a €400 million capital increase to support its growth in the space and defence sectors across Europe and the US. The funds will help expand production capacity, including a new missile engine plant in the US by 2028. The capital raise, fully underwritten by Jefferies and Morgan Stanley, will be proposed to shareholders on 23 October. A new 10-year business plan forecasts annual revenue growth of 10% and EBITDA growth of over 15%, backed by a strong order book and rising demand in both markets.
Spain
Sabadell board recommends shareholders don’t accept BBVA’s US$18 billion offer
The Wall Street Journal reports that Banco de Sabadell’s board has unanimously recommended shareholders reject BBVA’s US$18 billion hostile takeover bid, arguing the offer undervalues the bank. Despite BBVA receiving final regulatory approval and launching the acceptance period until 7 October, Sabadell’s management continues to support remaining independent, opposing the unsolicited approach. BBVA’s offer values Sabadell at about €15.23 billion but it has stated it won’t increase the price.
This is how Santander, Coca-Cola, Iberdrola and Inditex meet the sustainable development goals
Expansión reports that it has been 10 years since the UN General Assembly approved the 2030 Agenda for Sustainable Development, an action plan in favour of people, prosperity and, above all, the greatest commitment to the planet made to date. With five years to go before the deadline, the world is far from achieving the ambition set by those 17 goals, although the change has been huge, especially on the part of companies.
Switzerland
Activist Cevian says capital plans make Swiss HQ ‘not viable’ for UBS
The Financial Times reports that activist investor Cevian Capital has warned that new Swiss government proposals requiring UBS to hold up to US$26 billion in extra capital make it “not viable” to run a large international bank from Switzerland, suggesting UBS may have no choice but to relocate its headquarters abroad if the rules stand. UBS is lobbying to reduce the capital demands but remains open to moving its base to the US or an EU country if the measures aren’t eased. The situation adds pressure on UBS’s leadership amid ongoing regulatory reforms aimed at preventing another banking collapse like Credit Suisse’s.
Nestlé chair to step down weeks after dismissal of CEO
The Financial Times reports that Nestlé chair Paul Bulcke has stepped down earlier than planned following the firing of CEO Laurent Freixe, who was dismissed for failing to disclose a romantic relationship with a subordinate. Bulcke’s departure accelerates a leadership transition, with Pablo Isla, the lead independent director, set to take over as chair on 1 October. The scandal intensified shareholder concerns about Nestlé’s governance amid ongoing challenges in the company’s performance and leadership stability.
The Federal Council intends to propose an indirect counterproposal to the initiative for responsible multinationals
The Swiss Federal Council plans to oppose the initiative for responsible multinationals by proposing an indirect counterproposal that aligns Swiss laws with upcoming EU regulations on due diligence and sustainability reporting. This approach aims to ensure Swiss companies respect human rights and environmental standards while maintaining international competitiveness through harmonised legislation. Detailed implementation plans will be developed after further clarity on EU rules, with a draft expected for consultation by March 2026.
North American developments
United States
Exxon’s new ally in fight with activists: Its own retail investors
The Wall Street Journal reports that Exxon Mobil has received regulatory approval to ask its millions of individual investors to join a free program that would automatically align their proxy votes with the company’s recommendations, aiming to boost support against activist shareholder proposals. With nearly 40% of shares held by often inactive retail investors, Exxon hopes this strategy will strengthen its position in ongoing battles over climate and governance issues. This move follows Exxon’s historical resistance to sustainability-focused activists and comes amid broader corporate pushback against activist investor influence.
Why Tesla’s board wants to make it rain for Elon Musk
The Wall Street Journal reports that Tesla’s chair, Robyn Denholm, is campaigning for shareholder approval of a potential US$1 trillion pay package designed to retain Elon Musk as CEO amid slowing vehicle deliveries and a stalled product pipeline. Despite past controversies over Musk’s compensation and distractions like his political involvement, Denholm argues that Tesla’s future is brighter with Musk at the helm, emphasising output over time spent. The proposal faces investor fatigue but is seen as crucial to keeping Musk engaged during Tesla’s pivot to AI and robotics.
Democrats hit out at plan to curb investor lawsuits against US companies
The Financial Times reports that leading Democrats, including Elizabeth Warren and Jack Reed, have warned that allowing public companies to require arbitration for shareholder disputes would undermine investor rights and harm US capital markets by removing transparency and public accountability. The SEC is considering this change, which has been opposed by shareholder advocates who argue that arbitration favours companies and diminishes the deterrent effect of litigation. Historically, the SEC has blocked companies from imposing mandatory arbitration clauses to protect investors’ access to the courts.
Trump hands power back to the CEO
The Financial Times reports that Donald Trump’s proposal to shift US-listed companies from quarterly to six-monthly reporting aims to reduce compliance burdens and encourage strategic thinking but risks weakening corporate transparency and shareholder rights. SEC Chair Paul Atkins has pursued deregulatory measures, including easing disclosure rules and limiting shareholder lawsuits, which critics argue could increase CEO power and reduce accountability. While aligning with global reporting standards has merits, rolling back investor protections threatens long-term market confidence and capital investment.
APAC developments
Japan
‘Endless effort’: Japan draws global investors but reform job not done
The Australian Financial Review reports that Japan’s efforts to modernise its share market have boosted valuations and attracted global investors, but significant gaps remain as many companies struggle with governance reforms and adapting business models, according to Japan Exchange Group CEO Hiromi Yamaji. While some firms have embraced change, driving higher returns and shareholder activism—including takeover battles—others only make superficial improvements, prompting concerns about minority shareholder protections and transparency. The Tokyo Stock Exchange is gradually introducing stricter rules to address these issues, signalling ongoing efforts to enhance market trust and corporate accountability.
China
PRI responds to consultation on revised Corporate Governance Code for China’s listed companies, emphasising green and sustainable development
The PRI has responded to the consultation on the draft revision of China’s list companies’ Corporate Governance Code. The updated Code has maintained a focus on the role that corporates play in the national development agenda, with green development being a strong focus. These revisions can be further strengthened by considering the additional clarification of sustainability-related expectations.
Hong Kong
SFC seeks disqualification of former China Oil Gangran Energy directors over governance failures and misleading disclosures
The Securities and Futures Commission (SFC) is seeking disqualification orders from the Court of First Instance against four former directors of Century Energy International Holdings Limited, formerly known as China Oil Gangran Energy Group Holdings Limited (China Oil Gangran Energy), in legal proceedings under section 214 of the Securities and Futures Ordinance (SFO) (Note 1). The four individuals named in the SFC’s proceedings are: Mr. Gregory Ho Chun Kit, former executive director; Mr. Zheng Jian Peng, former executive director, chief financial officer and company secretary; Ms. Eugenia Yang, and Mr. Vincent Lau Sung Tat, both former independent non-executive directors (Note 2).
Australia
James Hardie chair Anne Lloyd to face shareholder backlash at AGM
The Australian Financial Review reports that James Hardie chairwoman Anne Lloyd faces a likely backlash from investors at the upcoming annual meeting due to widespread dissatisfaction with the company’s unpopular A$14 billion Azek acquisition and disappointing financial results. Investor anger has been fuelled by a 28% share price drop and a 60% profit plunge, leading to calls for changes in board leadership amid concerns over management credibility and governance. While a significant protest vote could unsettle the company, the diverse global shareholder base means Lloyd’s fate remains uncertain.
Optus and ANZ show the governance failures of the director class
The Australian Financial Review reports that Australia’s corporate governance system is deeply flawed, prioritising director independence over expertise and meaningful accountability, as highlighted by ASIC’s record A$240 million fine on ANZ for serious misconduct. The article argues that directors often lack industry knowledge and financial stakes in their companies, leading to poor oversight and compliance-focused boards rather than performance-driven leadership. It calls for a governance reset that values competence and incentive alignment to prevent recurring corporate failures like those seen at ANZ and Optus.
Future Fund votes against one-in-five executive pay reports
The Australian Financial Review reports that the Future Fund voted against remuneration reports at over 40 Australian companies in the past year, driven by concerns about misalignment between executive pay and company performance, as well as inadequate disclosure. Notable companies affected include the Australian Securities Exchange, Star Entertainment, and Nine Entertainment, where issues ranged from toxic workplace culture to financial struggles and controversial executive bonuses. This heightened shareholder scrutiny reflects growing demand for accountability ahead of the upcoming annual general meeting season.
Gary Weiss mounts tilt at Webjet’s board after failed bid
The Australian Financial Review reports that Gary Weiss and BGH Capital, who together own 17.1% of Webjet, are preparing to call a shareholder meeting to install two of Weiss’s directors on the board, frustrated by the current chair Don Clarke’s refusal to engage on board appointments. This move follows their rejected A$0.80-per-share takeover offer and ongoing tension with rival shareholder Helloworld Travel, which also holds a blocking stake but hasn’t made a bid. The struggle highlights shareholder dissatisfaction with recent strategic decisions, including Webjet’s controversial acquisition of Locomote.