April 28, 2022 | Editor: Martin Wennerström
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. Following the completion of this assessment, the project itself would be put to a shareholder vote. Arjuna Capital, the investor behind the proposal, has cited concerns over the project’s “dystopian downsides and investment risk”, considering Meta’s “appalling track record” with respect to user privacy and civil rights. In response, Meta’s board called the proposal “unnecessary,” while underscoring its USD 50 million investment in global research for building the metaverse “responsibly.” In addition, the AGM will vote on an outside assessment of the Audit and Risk Oversight Committee and the potential expansion of its charter responsibilities.
Twitter accepts Elon Musk’s takeover offer
On April 25, the board of Twitter Inc. accepted a USD 44 billion takeover offer from Elon Musk. The merger is expected to close later this year, with the agreement stipulating a USD 1 billion termination fee payable under certain circumstances, including if Twitter shareholders refuse the deal. Notably, a day after Musk announced his acquisition offer, Twitter’s board adopted a “poison pill” allowing shareholders to purchase stock at a discount if any person or group were to acquire a stake of at least 15% without the board’s approval.
Last week, the board of China Merchants Bank voted to remove Tian Huiyu from his role as President with immediate effect, with CFO Wang Liang taking over his responsibilities. According to the statement, Tian Huiyu will be “subject to further assignment” and will remain on the board until the upcoming general meeting. The sudden move came just days before the bank announced that Tian is being investigated by authorities for “suspected serious violations of discipline and law”. The share price of the bank’s Hong Kong listing dropped by 25% following the announcement.
Mastercard ties staff bonuses to ESG targets
In a move meant to enhance ESG performance, Mastercard will attach ESG goals to all employee bonuses. Last year, the firm had introduced three ESG metrics (carbon neutrality, financial inclusion and gender pay parity) to the executive compensation design. These metrics can prompt a maximum 10% upward or downward adjustment to the annual bonus plan’s financial performance score. Mastercard’s extension of the executive program to all employees is meant to facilitate a carbon emission reduction and the achievement of a net zero target, which it has accelerated from 2050 to 2040.
Governance in Brief – June 8, 2023
European Parliament approves CSDDD The European Parliament has approved the “Corporate Sustainability Due Diligence Directive.” Under the new rules, companies will be required to identify and address the negative impact of their activities and value chains on human rights and the environment. Additionally, companies will need to implement climate transition plans, and, in the case of companies with more than 1,000 employees, tie directors' variable compensation to target achievement.
Governance in Brief – June 1, 2023
Citigroup to IPO Banamex after Mexican gov’t interventions hamper sales deal Citigroup has announced a plan to spin off its Mexican business, Banamex, after a failure to sell the unit to conglomerate Grupo Mexico. Citigroup had been in talks with German Larrea, CEO and Chairman of Grupo Mexico, for over a year in an attempt to orchestrate the sale of the bank, which was first announced at the start of 2022.
Governance in Brief – May 25, 2023
Activist investor pushes for leadership and strategy changes at NRG Energy Activist investor Elliott Investment Management has disclosed a 13% stake in the US-based NRG Energy and called for leadership and operational changes at the company to remedy its “meaningful underperformance.” The investor urged NRG to add independent directors with experience in the power and energy sector to its board, noting that it has already identified five executives to guide the operational and strategic changes.