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governance in brief

Governance in Brief – April 28, 2022

Meta investors to vote on metaverse risk assessment Meta’s May 25 AGM will consider a shareholder proposal concerning the company’s metaverse vision and the user risks stemming therefrom. The proposal calls for a third-party assessment of the platform’s potential psychological impact, the civil and human rights risks that it poses for its users, and the extent to which these risks are mitigatable or avoidable.

governance in brief

Governance in Brief – April 21, 2022

Shopify plans to approve Founder’s share Shopify will seek shareholder approval at the June 7 AGM for the creation of a new class of share – Founder’s share – for its chief executive and founder Tobi Lutke. The company’s current share structure comprises two classes of shares, Class A with one vote per share, and Class B with 10 votes per share. Class B shareholders currently control around 51% of the total voting power.

The Emergence of Water Risk: From Marginal to Systemic

The past two decades have seen a surge in interest in environmental issues, mainly climate change, global warming, and fossil fuels. Yet, another equally important dimension - water scarcity - has thus far remained largely unexamined and has not been given adequate importance in the economic development agendas of many countries.

governance in brief

Governance in Brief – April 14, 2022

Amazon investors to vote on warehouse labor audit Amazon’s May 25 AGM will consider a shareholder proposal calling for an independent audit of the firm’s treatment of warehouse workers, following a refusal from the SEC the exclude the proposal from the ballot.

governance in brief

Governance in Brief – April 7, 2022

ISSB launches consultation on first two sustainability standards The International Sustainability Standards Board (“ISSB”) has published the exposure drafts for its first two standards. The proposals set disclosure requirements for 1. general sustainability-related financial disclosure, and 2. specific climate-related disclosure on Scope 1-3. Based on TCFD recommendations and derived from SASB Standards, the standards comprise all relevant sustainability topics – governance, strategy, risk management – as well as metrics and targets.

ESG Implications of Russia’s Invasion of Ukraine on the Chemicals Industry

ESG Implications of Russia’s Invasion of Ukraine on the Chemicals Industry

The Russian invasion of Ukraine not only threatens global security, but it also raises some important ESG implications for several sectors, including the chemicals industry and particularly the agrochemical subindustry, as Russia exports over 10% of fertilizers globally.

governance in brief

Governance in Brief – March 31, 2022

Evergrande discloses USD 2.1 billion cash seizure China Evergrande Group has established an independent committee to investigate a USD 2 billion hole in the accounts of its primary operating subsidiary, Evergrande Property Services. While preparing its FY2021 accounts, the subsidiary discovered that a group of undisclosed banks had seized RMB 13.4 billion (USD 2.1 billion) of its deposits, approximately equivalent to its cash holdings as of June 2021, as security for third-party pledge guarantees.

blockchain report

An ESG Lens on Blockchain and Public Equities - Thematic Research Report

The investment risks and opportunities associated with blockchain go beyond the volatile cryptocurrency market, with applications ranging from enhanced payment platforms and contract execution to supply chain management and carbon tracking systems.

governance in brief

Governance in Brief – March 24, 2022

Shell directors face legal action over climate change Environmental law charity ClientEarth is preparing legal action against the directors of Shell over the company's climate transition plan. ClientEarth wishes, in its capacity as a shareholder, to hold the directors personally liable for having breached their legal duties by mismanaging climate risk.

Water-Related Risks and Challenges

Water-Related Risks and Challenges

This report sheds light on the growing effects of water scarcity on companies and countries. To address these challenges, investors can use water reporting metrics to identify companies and countries with severe water risk. We further relate water metrics to firm and country characteristics and highlight substantial cross-sectional differences.

governance in brief

Governance in Brief – March 17, 2022

SEC proposes heightened cybersecurity risk disclosure The U.S. SEC has proposed amendments to existing rules on public companies’ disclosure of cybersecurity, risk management, strategy, governance, and incident reporting. The amendments would, inter alia, require public companies to report on material cybersecurity incidents and periodic updates on past incidents, as well as the companies’ policies and procedures on cybersecurity risk management, board oversight of cybersecurity risks and directors’ cybersecurity expertise. SEC Chair Gary Gensler issued a statement in support of the amendments, considering cybersecurity an emerging risk that must be addressed by public companies. Gensler stated that standardized and periodic cybersecurity risk disclosure would enable investors to assess cybersecurity risks more effectively. SEC Commissioner Hester Price released a dissenting statement arguing the proposed rules would pressure companies to “adapt[] their existing policies and procedures to the Commission’s preferred approach”, while noting that securities regulators are not “best suited to design cybersecurity programs.”

governance in brief

Governance in Brief – March 10, 2022

Toshiba CEO resigns amid internal opposition to planned reorganization Satoshi Tsunakawa has unexpectedly resigned from his post as Toshiba CEO, amid alleged internal opposition to the restructuring plan that will be put to vote at an upcoming March 24 EGM. Tsunakawa will stay on as interim Chairman, while senior executive Taro Shimada has taken over as interim CEO. Additionally, Toshiba has appointed two new executives.

jantzi

Michael Jantzi on Global Sustainability Standards: Convergence and the Future | ICGN

Michael Jantzi, managing director at Morningstar and Sustainalytics founder, shares his perspective on the state of convergence on sustainability reporting standards globally.

cocoa farming

The Sustainability Conundrum of Living Income in Agriculture

Living Income is a crucial consideration among leading companies across some sectors and their supplier companies throughout the agricultural and food supply chain. Companies that manage ESG risk in their supply chains, making targeted investments to improve their resilience, are better positioned to build investor confidence.

governance in brief

Governance in Brief – March 3, 2022

McDonald’s faces proxy fight over pig treatment Activist investor Carl Icahn has nominated two candidates to the McDonald’s board, in a proxy fight over the firm’s treatment of pigs. Icahn, who owns 200 shares of McDonald’s stock, also requests that the fast-food giant source its meat from crate-free pork suppliers within a specific timeframe.

governance in brief

Governance in Brief – February 24, 2022

SEC continues work on climate risk disclosure rules U.S. SEC Chair Gary Gensler has responded to criticism from senators over the delayed publication of the agency’s mandatory climate risk disclosure draft, noting that “it’s essential [that the SEC] get this right”. In a letter sent to Gensler, Senator Elizabeth Warren called for the “release of the strongest requirements possible” amid reports that the delay stems from disagreements between SEC Commissioners over whether Scope 3 emissions should be included among disclosure requirements.

governance in brief

Governance in Brief – February 17, 2022

NVIDIA’s planned acquisition of Arm collapses NVIDIA and Softbank have called off the planned merger between NVIDIA and Softbank’s semiconductor segment Arm Ltd., which had been expected to take place later this year, citing “significant regulatory challenges” from several national and regional agencies.

What Happens When Companies are Receptive to Investor Feedback on ESG?

When companies are receptive to investor feedback, there are clear real-world impacts and positive changes. Such engagement outcomes vary and are directly tied to the company and its company-specific exposure to material ESG issues.

governance in brief

Governance in Brief – February 10, 2022

FTC seeks to block Lockheed’s purchase of Aerojet Citing antitrust concerns, the U.S. Federal Trade Commission (“FTC”) has filed a suit seeking a preliminary injunction to block Lockheed Martin's USD 4.4 billion acquisition of rocket engine maker Aerojet Rocketdyne Holdings.

governance in brief

Governance in Brief – February 3, 2022

European Banking Authority releases ESG disclosure standards The European Banking Authority has published its “Implementing Technical Standards” (“ITS”), governing European banks’ Pillar 3 ESG risk disclosure. The framework, which is rooted in the EU Taxonomy and previous recommendations from the European Commission and the Financial Stability Board Task Force, is meant to provide a comprehensive basis for comparing banks’ incorporation of sustainability factors into their risk management, strategy, and governance. The framework will require European banks to disclose climate risks and mitigating actions, including information on two new ratios – the “green asset” ratio (“GAR”) and the “banking book taxonomy alignment” ratio (“BATR”). Other required metrics include exposure to fossil fuel and other carbon- and GHG-emitting activities, as well as alignment with 2050 net zero goals. Mandatory publication of climate risk exposure and corresponding mitigation measures will start in 2023, while disclosure of GAR and BATR will be required as of 2024.