Skip to main content

Governance in Brief – May 25, 2022

Posted on May 25, 2022


May 25, 2022 | Editor: Martin Wennerström 


Woodside shareholders approve BHP deal 

Woodside Petroleum’s 2022 AGM has approved the company’s merger with BHP Group’s petroleum business. The merged entity will change its name to Woodside Energy Group Ltd. and will be one of the world’s largest fossil fuel energy producers. The business combination, expected to be completed in June, is billed as a step in BHP’s exit from the fossil fuel industry and eventual decarbonization. Current BHP shareholders will hold a 48% stake in the new joint venture. Meanwhile, around 49% of votes were cast against an advisory resolution on the company’s climate plan, with Woodside Chairman Richard Goyder later remarking that the company needs to step up its shareholder engagement concerning its alignment with Paris Agreement goals.

Reuters | | AFR |BHP| Woodside|

Intel AGM rejects executive compensation resolution

Intel’s executive compensation package has been once again rejected by shareholders, with more than 66% of votes dissenting. The 2021 say-on-pay vote had a similar outcome. Pat Gelsinger, who was appointed as CEO in February 2021, was awarded a total compensation amounting to USD 178 million for the 2021 fiscal year. USD 140 million in stock awards is linked to the company’s share performance over five years. As of January 2022, performance achievement was evaluated at 0%, as the Intel share was trading below its value at Gelsinger’s appointment.

Reuters| CNBC| Fortune |


JP Morgan shareholders say no to executive retention bonuses

Around 69% of votes at JP Morgan’s 2022 AGM dissented against the firm’s executive compensation vote. Major proxy advisers had recommended opposition to the resolution, based on a lack of performance criteria attached to executives’ retention bonuses. Stock awards valued at USD 52.6 million for CEO Jamie Dimon and USD 27.8 million for COO Daniel Pinto will vest based on continuous employment for a five-year period and an additional five-year retention period. The firm argues that the CEO’s retention award was an exceptional incentive, the first in more than a decade that reflects his “exemplary leadership.”

Reuters | Fortune | CNN |


Credit Suisse investors call for a new CEO

Artisan Partners, a top 10 shareholder in Credit Suisse holding 1.5% of equity, is the first major investor to call for the replacement of CEO Thomas Gottstein. Gottstein is the last senior executive who has remained with the company following a series of controversy-fueled terminations over the past few years. The board of directors had reportedly held preliminary discussions concerning the possibility of replacing Gottstein earlier this month. While new Chairman Axel Lehmann has described the reports as “rumors and speculations,” other board members are reportedly losing confidence in Gottstein as CEO.



Recent Content

governance in brief

Governance in Brief – June 15, 2023

Exxon and Chevron AGMs reject climate proposals The AGMs of Exxon Mobil and Chevron have rejected a slew of climate-themed shareholder proposals, signaling a setback for activists pushing for more aggressive emission reduction targets.

governance in brief

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

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

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.