governance in brief

Governance in Brief – May 19, 2022

Moderna’s new CFO leaves after just one day in office Moderna has announced the departure of its newly appointed CFO Jorge Gomez, one day after his official instatement. His departure comes after his former employer, Dentsply Sirona, announced an internal probe into its recent quarterly financial reporting, and in particular the way it accounted for sales incentives.

governance in brief

Governance in Brief – May 12, 2022

TotalEnergies faces shareholder pressure to boost climate targets A group of TotalEnergies shareholders has requested that the firm tighten its greenhouse gas reduction targets to better align its climate strategy with the Paris Agreement. The proponents contend that the proposal would make Total the first oil and gas firm to align its 2030 targets with the agreement’s 1.5°C goal.

governance in brief

Governance in Brief – May 5, 2022

Credit Suisse sued over risk management failure A U.S. pension fund is suing former and current Credit Suisse board members and executives, including former Chairman Urs Rohner, over risk management failures related to the collapse of Archegos Capital Management.

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.

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.

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.

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.

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.

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.

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.

governance in brief

Governance in Brief – January 27, 2022

Microsoft to buy Activision Blizzard for nearly USD 70 billion Microsoft has announced plans to acquire Activision Blizzard in a USD 68.7 billion all-cash transaction. The deal, which is pending approval from regulators and Activision Blizzard shareholders, is expected to be completed in FY2023. The deal will turn Microsoft, which has recently acquired a string of increasingly sizeable video game producers, into the world’s third-largest gaming company by revenue.

governance in brief

Governance in Brief – January 20, 2022

Toshiba investor requests shareholder vote on separation plan Singapore-based 3D Investment Partners (“3D”), Toshiba’s second-largest investor, has requested that the firm hold an EGM for shareholders to vote on its three-way separation plan originally announced in November 2021. 3D intends to vote against the proposal, but nevertheless wishes for this legally required vote to take place before additional plan- related expenses are incurred.

governance in brief

Governance in Brief – January 13, 2022

Alphabet increases executive remuneration Alphabet is to raise the base salaries of four of its top executives, soon after informing employees that there would not be a company-wide salary adjustment to match rising inflation. Four top executives, CFO Ruth Porat, SVP Prabhakar Raghavan, Chief Business Officer Philipp Schindler, and Chief Legal Officer Kent Walker, will have their annual salaries increased from USD 650,000 to USD 1 million.

governance in brief

Governance in Brief – January 06, 2022

Vivendi moves towards full control of Lagardère Vivendi has announced that it is acquiring activist investor Amber Capital’s 17.5% stake in French media and retail group Lagardère, at a price of EUR 24.10 per share. The transaction will result in Vivendi owning 45.1% of Lagardère, triggering a full bid for the company due to the 30% mandatory bid threshold having been breached. Accordingly, Vivendi plans to make an offer of EUR 24.10 per share for Lagardère’s remaining stake by February 2022. The deal marks the latest chapter in a multiyear dispute over Lagardère’s control and governance. Vivendi, today Lagardère’s largest shareholder, started building its stake in April 2020, as Lagardère’s managing partner Arnaud Lagardère clashed with Amber over the company’s governance structure. At the time, Lagardère was a French “partnership limited by shares,” which allowed Arnaud Lagardère to retain control despite only holding around 7% of capital. While Vivendi initially supported Arnaud Lagardère’s attempt to fend off a proxy contest from Amber at the 2020 AGM, it later joined Amber in requesting board representation. In April 2021, Arnaud Lagardère bowed to shareholder pressure by agreeing to convert Lagardère into a joint stock company.