September 29, 2022 | Editor: Martin Wennerström
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.” The proponent argues that the board and committee have failed to mitigate ESG risks arising from “deforestation, primary forest degradation, and human rights violations in its pulp and palm oil supply chains,” while contending that the nominees are both insufficiently skilled to lead the firm’s ESG strategy and compromised by their links to firms with “regressive approaches to sustainability.” At the 2020 AGM, 67% of votes supported a separate resolution from a separate proponent calling on the company to investigate and report on possible mitigation measures against these ESG risks, although Friends of the Earth considers there to have been insufficient follow-through in this regard.
AGL replaces Chair in boardroom reshuffle
AGL Energy has announced the appointment of director Patricia McKenzie as board Chair following the resignation of Peter Botten. As part of a broader overhaul of its board and management, the firm has also appointed former Clean Energy Council Chair and Australian Energy Markets Commission adviser Miles George as an independent director, replacing resigning director Diane Smith-Gander. At management level, current CFO Damien Nicks will take over as interim CEO from Graeme Hunt, who will leave the role effective September 30. The governance overhaul comes on the back shareholders rejecting firm’s demerger plan in May 2022.
Reuters | SMH | AGL | Lending Association|
ByteDance to repurchase up to USD 3 billion in stock
ByteDance shareholders have approved a share repurchase plan worth USD 3 billion to be conducted in the coming two to three months. At nearly USD 177 per share, the deal values the TikTok’s owner at around $300 billion, exceeding both the valuation of tech giant Alibaba Group and ByteDance’s reported valuation from private equity offers. However, some shareholders reportedly oppose the plan, citing the approximate 25% valuation decline since the 2021 peak, which came before the company scrapped plans for a Hong Kong or New York listing.
WSJ | Reuters | Nasdaq | SCMP |
Zendesk shareholders approve go-private deal
Zendesk shareholders have approved a USD 10.2 billion acquisition offer from a group of private equity firms. Shareholders will be offered USD 77.50 per share in an all-cash transaction, representing a 34% premium on the June 23 closing price. Notably, in June the board approved the consortium’s buyout offer, only four months after rejecting the first offer that valued the company at between USD 127 and USD 132 a share. Several shareholders, including Detroit Pension Fund, are now suing the company, arguing that the offer undervalues the firm.
Reuters | Zendesk (1) | Zendesk (2) | Business Wire (1) | Business Wire (2) | Bloomberg |
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.
Governance in Brief – May 19, 2023
EU court sides with Ryanair on Lufthansa’s 2020 bailout. The EU General Court, the second-highest court in the EU, has annulled the European Commission’s decision on the approval of state bailout for Deutsche Lufthansa prompted by the 2020 pandemic. The judgment found the EC erroneously considered that Lufthansa could not obtain financing on the markets and failed to ask for the implementation of an incentive mechanism for the airline to buy back the German Government’s stake.
Governance in Brief – May 11, 2023
JPMorgan Chase takes over failed First Republic Bank JPMorgan Chase has acquired the assets and deposits of First Republic Bank after California authorities seized and auctioned the troubled lender. The Federal Deposit Insurance Corporation (“FDIC”), an independent governmental agency established to maintain financial stability through the insurance of banks’ deposits, took possession of First Republic Bank after the lender suffered a severe liquidity crisis following the failure of SVB and Signature Bank earlier in March.