MORROW SODALI RELEASES ITS LATEST EUROPEAN LIGHTHOUSE, TAKING A CLOSER LOOK AT THE 2022 PROXY SEASON AND WHAT TO EXPECT IN 2023 ABOUT SAY ON CLIMATE, GENDER DIVERSITY ON BOARDS, EXECUTIVE REMUNERATION AND ESG IN THE BOARDROOM

London – October 12, 2022: Morrow Sodali, the global shareholder engagement and governance consulting firm, is pleased to release the latest edition of Lighthouse which contains an in-depth analysis of the proxy seasons in the European markets where Morrow Sodali operates (France, Germany, Greece, Italy, Portugal, Spain, Switzerland and the UK), along with assessments and insights on several cross-market European board matters, such as Say on Climate, gender diversity on boards, ESG in the boardroom, shareholder engagement and executive remuneration.

The report includes interviews with three institutional investors BNP Paribas, UBS, and Legal & General IM, showcasing their impressions of the 2022 proxy season and the ESG momentum that is building across the globe, including trends and opinions on Say on Climate resolutions, as well as their views on gender balance, and their forecast for the upcoming proxy season.

In the context of the company-shareholder dialogue, so-called ESG (Environmental, Social and Governance) has become the dominant theme. In Europe, there were 738 ESG shareholder resolutions up to September 2022, while in US and Canada there were 623.  But if one looks closer, ESG is an amalgam of sorts. The classification originates with institutional investors wanting to group together, mostly for budgetary purposes, all “non-financial” analyses. But this agglomeration makes little sense. While themselves containing various elements of varying disparity, E&S are essentially parts of a company’s purpose, strategy and risk appetite. Sustainability requires distinct skills, distinct approaches and measurement tools, and distinct reporting. All these are different from those required for governance.

This is because E&S is about where a company wants to go and what it wants to be. G—Governance—is all about how to get there. The two are linked, of course, but quite distinct.

Among the key findings from the 2022 European AGM season review, Morrow Sodali has identified key trends and common themes emerging from shareholder meetings across the many markets in Europe, focusing on those issues likely to have an impact on companies in the year ahead, as follows:

Say on Climate

Climate resolutions are still spreading throughout the European AGM landscape. While the 2020 proxy season is the milestone for the introduction of climate resolutions, often sponsored by activist shareholders, Say on Climate has extended over the continent progressively. Generally, issuers table proposals that present forward-looking climate strategies to address climate change risks by reducing greenhouse emissions - which often implies annual reporting commitments that are also submitted to the shareholder vote on an annual basis.

In 2022, 36 management proposals were submitted to the shareholder vote in the European markets under review, versus 19 resolutions in 2021. Energy, finance, industry and services are the sectors of the issuers who proposed their climate strategies to shareholders. Indeed, the growth of these resolutions has prompted some institutional investors, such as BlackRock and Vanguard, to review their position before them, as well as global proxy advisors, who dedicated more specific guidelines to tackle this matter.

Gender diversity on boards

Board gender diversity is addressed from different legal approaches across Europe, including hard regulation and soft guidelines - and rare cases where there is no regulation on this matter. However, all markets that opt for regulating gender in the boardroom define thresholds for the least represented gender, ranging from 25% (Greece) to 40% (France, Italy, and the UK). The use of quotas is not only spreading across Europe but also consolidating as the EU is preparing a new directive that will set numeric gender bars.

In practice, most issuers tend to accommodate the legal environment. However, in those countries where the threshold is soft, issuers do not always meet gender guidelines, which results in average gender diversity levels that do not reach the recommended quota. Although board gender diversity has reached relatively acceptable levels across European boards, it is still highly unbalanced in the leadership roles—the posts of board chair and first executive remain far from gender diversity targets. This inequality is often offset by appointing several female directors in non-executive board roles, mainly independent directorships.

ESG at the board

Many company boards have already taken action to increase their awareness of E&S issues and integrate them into their strategy, as evidenced by the substantial growth of climate plans being put forward by the management for shareholder approval. By choice or obligation, many have also increased the amount of information they publish. In this report, Morrow Sodali has identified five overlapping components relating to what boards need to do to be prepared to meet these challenges, including board role and responsibilities, interaction between the board and management, E&S knowledge, skills and expertise, quality of information, documentation and transparency, and last but not least the structure of the board and its committees.

Remuneration

An increasing interest by investors in the social aspects of compensation, with perspectives on financial and non-financial metrics, has emerged in the context of the post-pandemic and economic crisis, and it is clear that investors now expect executive remuneration to reflect the circumstances and experience of the wider workforce.

Remuneration-related items, whose form and content vary meaningfully across markets, were significantly scrutinized and are the least supported items at European AGMs on average. Overall support is around 90% of votes cast, although the gap between general support and free float support has become wider, dropping below 70% in some cases (Spanish IBEX 35).

Board matters

Levels of shareholder support at board elections remained steady in 2022 as investors sought to support companies navigating the highly challenging environments presented by the post-pandemic and economic crisis as best they could. Following the 2022 proxy season, all indexes, aside from the Greek ATHEX 25 and the Portuguese PSI, have boards who were on average majority independent, which is the most extended corporate governance demand amongst international stakeholders. While two-tiered markets, such as Germany and Switzerland, tend to have majority independent supervisory boards by default, remarkably one-tiered markets moved towards greater independence levels - in line with the growth in participation and shareholdings of the free float.

However, this proportion of independent members in the boardroom is not reflected by the board chairs. Non-independent non-executive directors continue to be the most common director category to hold board leadership, mainly in one-tiered board systems. Indeed, amongst German and Swiss supervisory boards, 80% and 75% respectively of the board chairs are independent.

Quorum and attendance

Hybrid AGMs have consolidated as a new form of holding more inclusive shareholders’ meetings – technology willing. Indeed, this is the method used by the majority of issuers of the IBEX 35 in Spain. Nonetheless, and although hybrid meetings became tangible, other markets have either returned to more conventional forms of holding shareholders’ meetings, such as in-person only (the UK) or opted for a virtual-only format (Greece, Germany and Switzerland). At any rate, behind-closed-doors meetings are no longer an option across all European markets as a result of the pandemic.

To read the full report, please click here.

ABOUT MORROW SODALI

Morrow Sodali is a global corporate advisory firm that provides clients with comprehensive advice and services relating to corporate governance, ESG, sustainability, proxy solicitation, capital markets intelligence, shareholder and bondholder engagement, M&A, activism and contested situations.

From headquarters in New York and London and offices in global capital markets, Morrow Sodali serves over 1,000 clients in more than 80 countries, including many of the world’s largest multinational corporations. Clients include listed and private companies, mutual fund groups, stock exchanges and membership associations.

In 2022, Morrow Sodali is celebrating its 50th anniversary and also secured majority investment from TPG Growth, the middle market and growth equity platform of alternative asset firm TPG. This partnership will significantly advance the firm’s mission of providing clients worldwide with unrivaled strategic advice and comprehensive support, enabling them to maximize value and expertly manage stakeholder relations.

For more information about Morrow Sodali, please visit morrowsodali.com.

CONTACT:

Elena Cargnello

Corporate Director, Marketing

e.cargnello@morrowsodali.com

+44 (0)20 4513 6913