Governance in Brief – March 23, 2023
SVB Financial Group sued after the collapse of Silicon Valley bank unit SVB Financial Group, the parent company of Silicon Valley Bank, and two of its top executives, CEO Greg Becker and CFO Daniel Beck, are being sued by shareholders following the bank’s collapse. The lawsuit, filed by retail shareholder Chandra Vanipenta on behalf of a group of shareholders, accuses the bank and its two top executives of filing false and misleading financial reports.
Governance in Brief – March 16, 2023
Canada introduces climate reporting framework Canadian regulators have issued new guidance for the country's banks and insurance companies to better manage climate-related risks. The framework, which requires disclosure on governance, strategy, risk management, and metrics related to financial institutions’ greenhouse-gas emissions, was first drafted in 2022.
EU's Iterative Approach to Sustainable Finance Regulations Isn't Perfect, But It's a Good Start
The EU Action Plan for Sustainable Finance has kept the European investment market busy over the past year. In this blog post, we highlight the merits that we see in the EU regulatory package. While not perfect, the regulation is a good start.
Governance in Brief – March 9, 2023
The U.S. Congress has passed a resolution repealing a Department of Labor (“DOL”) rule empowering retirement plan managers to consider climate change and ESG factors in their investment decisions. The rule, introduced by the Biden administration, falls under the Employee Retirement Income Security Act (“ERISA”), a federal law which sets protection standards for participants in private pension plans. Biden’s ruling entered into force in January this year, overturning prior Trump-era DOL rules that limited pension fund managers to restrict their investment strategies to “pecuniary factors.”
Governance in Brief – March 2, 2023
Indian regulator proposes enhancement to ESG disclosure rules India’s securities and market regulator SEBI has released a new ESG disclosure framework for public consultation. The proposed regulations impact India’s 1,000 largest companies by market capitalization, ESG funds and ESG ratings providers. For the largest companies, the regulator proposes areas of assurance of ESG disclosures and reporting and assurance of ESG footprint of the supply chain. The proposals expand on the 2021 Business Responsibility and Sustainability Report (“BRSR”) guidelines and propose mandatory assurance of certain KPIs under ESG disclosure. The KPIs contain intensity ratios such as GHG emissions, water consumption, and waste generation. For supply chain, SEBI will introduce a comply-or-explain approach for the top 250 companies starting in 2024, and assurance beginning in 2025. For ESG funds, SEBI proposes that at least 65% of AUM be invested in companies reporting on comprehensive BRSR and provide assurance on BRSR core disclosures. Under the proposed rules, ESG rating providers should also provide a “core ESG rating” based on assured information in addition to their own products.
Governance in Brief – February 23, 2023
SEC considers changes to climate disclosure rules The U.S. SEC is reportedly considering easing a set of proposed rules, released in March 2022, which would have required public companies to make disclosures about their greenhouse gas emissions (“GHG”), climate-related financial metrics, and climate-related risks.
Governance in Brief – February 16, 2023
Toshiba Corp receives USD 15.2 billion take-private offer Toshiba has received a USD 15.2 billion buyout offer from a consortium led by investment fund Japan Industrial Partners (“JIP”). The offer was made after the tie-up managed to secure commitments from banks worth USD 10.6 billion, including a commitment line of JPY 200 billion (USD 1.5 bullion) for working capital. The deal, which would see the Japanese electronics maker going private, is subject to board and shareholder approval. Toshiba has set up a special committee, composed of seven outside directors, to assess the offer.
Governance in Brief – February 9, 2023
Activist investor Nelson Peltz targets Disney seat Trian Partners has filed a proxy calling on Disney shareholders to oppose the reappointment of Michael Froman as director at the 2023 AGM and to replace him with Trian CEO Nelson Peltz. Trian argues that Froman has no corporate experience outside of Disney, accuses the board of having caused financial losses through poor corporate governance, and has criticized Disney’s handling of its 2019 Fox acquisition as well as its failure to establish an effective succession plan. Disney, which has rejected Peltz’s request for a seat, claims that he lacks relevant skills and has no plan to enhance financial performance, while arguing that Peltz’s election would be a “mistake” that would “threaten the strategic management of Disney during a period of important change in the media landscape.” Reuters | CNBC | Trian Partners|
Carbon Emissions Data for Investors: Closing the Reporting Gap and Future-Proofing Estimations
Despite improvements in the quality and quantity of carbon emissions reporting from companies, significant gaps remain. Discover the current state of emissions disclosures, learn the advantages and disadvantages of widely used estimation models, and discover the approach underpinning Sustainalytics' Carbon Emissions Data product.
Governance in Brief – February 2, 2023
Former McDonald’s HR Head faces landmark ruling The Delaware Court of Chancery has ruled that corporate officers have the same oversight obligations as corporate directors under Delaware law. The decision paves the way for a shareholder lawsuit filed against former McDonald’s executive David Fairhurst in 2021. Fairhurst, who served as the firm’s Global Chief People Officer from 2015 until his termination in 2019, is accused both of breaching his fiduciary duties by permitting a corporate culture of sexual misconduct and of engaging in sexual misconduct himself. Fairhurst had argued that he could not be sued, citing purportedly precedential rulings that such oversight rests solely with directors
Governance in Brief – January 26, 2023
Beijing takes golden shares in Alibaba units The Chinese government has acquired golden shares in two Alibaba subsidiaries, allowing it to exert veto power over major decisions while maintaining a relatively modest equity investment. A unit of state-backed Zhejiang Media Group first acquired such a minority stake in one Alibaba subsidiaries in September 2022, and an arm of the Cyberspace Administration of China (“CAC”) acquired a minority stake in another subsidiary in January 2023.
Governance in Brief – January 19, 2023
Beijing takes golden shares in Alibaba units The Chinese government has acquired golden shares in two Alibaba subsidiaries, allowing it to exert veto power over major decisions while maintaining a relatively modest equity investment. A unit of state-backed Zhejiang Media Group first acquired such a minority stake in one Alibaba subsidiaries in September 2022, and an arm of the Cyberspace Administration of China (“CAC”) acquired a minority stake in another subsidiary in January 2023.
Governance in Brief – January 12, 2023
Global investors pressure Glencore over coal production A group of investors with a combined USD 2.2 trillion in assets under management has submitted a shareholder proposal to the AGM of Glencore Plc, calling for improved disclosure on the commodity giant’s thermal coal operations and the alignment of these with the group’s public commitment to support the Paris Agreement’s goal of limiting global warming to 1.5 °C. The resolution constitutes a significant escalation of pressure on the mining company, which had already seen nearly a quarter of shareholders reject its climate progress report in April 2022.
Governance in Brief – January 5, 2023
U.S.-listed Chinese companies drop Hong Kong listing plans Several U.S.-listed Chinese companies, including Pinduoduo and Full Truck Alliance, have reportedly dropped plans to list their shares on the Hong Kong exchange. The decision came after the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced that it had secured full access to investigate China-based audit firms, and that it had already reviewed eight audits conducted by Chinese KPMG and PwC affiliates. Chinese authorities had previously opposed any such disclosure, citing national security concerns.