governance in brief

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

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

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

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.

governance in brief

Governance in Brief – December 15, 2022

Canada to get tougher on foreign investment The Canadian government has proposed changes to the country’s foreign investment legislation aimed at enhancing the government’s ability to scrutinize and block investments that pose national security risks. The planned amendments would require foreign investors to give the government more notice for proposed investments in certain sectors. Additionally, the government will be allowed to impose interim conditions on an investment during the national security review, such as limiting access to transfer of assets, intellectual property or trade secrets.

governance in brief

Governance in Brief – December 8, 2022

EU Parliament approves directive boosting female board representation The European Parliament has approved a directive requiring the “underrepresented sex” to make up 40% of non-executive director roles or 33% of all director roles of publicly listed EU companies, excluding small and medium enterprises, by June 2026. According to the “Women on Boards” Directive, which was passed 10 years after it was first proposed by the European Commission, companies will have to annually report on board gender representation to authorities and, in case targets are not met, explain how they plan to attain them. Additionally, Member States will have to set up a penalty system, including fines or annulment of director selection, for noncompliant companies.

governance in brief

Governance in Brief – December 1, 2022

Intel changes performance metrics for CEO’s new-hire award Intel has amended the new hire agreement for CEO Pat Gelsinger by increasing the share price growth target from 30% to 50%, extending the post-grant vesting period from three to five years, and increasing the number of trading days during which target prices need to be maintained from 30 to 90 days. The decision comes after more than half of votes cast by shareholders at the 2022 AGM opposed the company’s remuneration report.

governance in brief

Governance in Brief – November 24, 2022

Costco to set new emissions targets following activist demands Activist investment firm Green Century Capital Management claims that Costco Wholesale Corp has pledged to set new Scope 3 climate reduction targets in 2023. At Costco’s January 2022 AGM, 70% of votes supported a proposal from Green Century for the company to include emissions from producers and distributors in its net-zero greenhouse gas emissions targets.

governance in brief

Governance in Brief – November 17, 2022

Renault to potentially spin off EV line and partner with Geely French carmaker Renault Group has announced plans to split its activities into five separate businesses: “Ampere” (electrical vehicles), “Power” (combustion- and hybrid-engine assets), “Alpine” (sports cars), “Mobilize” (financial services), and “The Future is Neutral” (recycling activities). The company is considering listing Ampere on Euronext Paris in 2023 and has said that it will welcome external investors while maintaining a “strong majority.”

governance in brief

Governance in Brief – November 10, 2022

Petrobras to pay massive third quarter dividend Petrobras has approved the payment of around BRL 43.68 billion (USD 8.4 billion) in Q3 dividends. Of the total dividend, around BRL 20 billion (USD 3.9 billion) will go to the Brazilian federal government, Petrobras’ controlling shareholder.

governance in brief

Governance in Brief – November 3, 2022

SEC adopts new rule on executive compensation clawbacks The U.S. SEC has adopted new rules requiring publicly traded companies to recover incentive-based executive compensation if that pay was awarded based on a misstated financial performance measure. The SEC had originally proposed a clawback rule in 2015, but it remained dormant until 2021.

governance in brief

Governance in Brief – October 27, 2022

U.S. financial regulator launches climate-related advisory group The U.S. Financial Stability Oversight Council has now launched the new dedicated “Climate-related Financial Risk Advisory Committee” (“CFRAC”) that it had previously announced in its 2021 report on climate risks. The CFRAC’s exclusively advisory mandate is to identify information gaps and data inconsistencies, make recommendations on addressing them, gather and analyze information on climate-related risks to the financial system, and provide advice on identifying, assessing, and mitigating climate-related risks to the financial system.

governance in brief

Governance in Brief – October 20, 2022

Activist pressures Australian banks on climate action Activist group Market Forces has submitted shareholder proposals to the upcoming AGMs of National Australia Bank (“NAB”), ANZ Bank, and Westpac, calling on the banks to stop fossil fuel financing.

governance in brief

Governance in Brief – October 13, 2022

Musk revives Twitter buyout, sparking financing concerns Elon Musk announced on October 4 that he will move forward with his original bid of USD 54.20 per share, while seemingly maintaining his right to pursue damages against Twitter for having allegedly misrepresented its usage statistics. The trial on the matter has been put on hold, but may be rescheduled for November should the deal not be closed by October 28.

governance in brief

Governance in Brief – October 6, 2022

Credit Suisse share price plunges amid concerns of collapse Credit Suisse saw its share price drop 11.5% to an all-time low on October 3 amid concerns surrounding the bank’s financial stability and ability to restructure its business. Spreads on the bank’s credit default swaps, which provide investors with protection against financial risks, rose sharply last week following media reports that the bank was seeking to raise capital.

governance in brief

Governance in Brief – September 29, 2022

P&G Chair targeted over ESG risks Friends of the Earth, with the support of the Natural Resources Defense Council and the Rainforest Action Network, has filed a “notice of exempt-solicitation” urging Procter & Gamble investors to oppose both the reelection of CEO Jon Moeller as board Chair and the reelection of two members of the “Governance and Public Responsibility Committee.”

governance in brief

Governance in Brief – September 22, 2022

DOJ unveils crimefighting policies for corporate misconduct The U.S. Department of Justice has announced a new “carrots and sticks” approach to fighting corporate crime that encourages companies to report misconduct while making it more difficult for repeat offenders to enter settlements and deferred prosecutions.

governance in brief

Governance in Brief – September 15, 2022

Philip Morris to lower acceptance threshold for Swedish Match bid Faced with shareholder opposition, Philip Morris could reportedly lower the acceptance threshold for its USD 16 billion takeover of Swedish Match.

governance in brief

Governance in Brief – September 8, 2022

BHP shareholders seek coherent climate policy Shareholder activist group The Australasian Center for Corporate Responsibility (“ACCR”) has, with the support of circa 100 co-sponsors, submitted a set of climate-focused resolutions to BHP Group’s next AGM. The ACCR is urging the miner to "proactively advocate for Australian policy settings that are consistent with the Paris Agreement's objective of limiting global warming to 1.5° Celsius."

governance in brief

Governance in Brief – September 1, 2022

ASEC strengthens pay-for-performance rules The U.S. SEC has announced amendments to its remuneration disclosure rules, requiring companies to provide information on the relationship between the paid executive compensation and financial performance.