Key Governance Developments - April 2024

Sustainability governance standards weak at Lloyd’s of London: ShareAction
ESG governance standards at the Lloyd’s of London insurance market are weak, with underwriting members exposed to fossil fuel groups and the weapons industry, according to activist organisation ShareAction. It has assessed Lloyd’s as 26th out of 29th among international property and casualty insurers for responsible underwriting and investment performance, based on criteria such as having net zero targets or restrictions on investment in oil and gas assets. Axa was ranked highest in the property and casualty sector, while CNP Assurances received the best score among life and health insurers.
Best source: Daily Mirror
See also: Reuters (free registration)

Barclays accused of greenwashing over Eni sustainability-linked financing
Environmental groups have accused Barclays of greenwashing over its arrangement of €4bn in revolving credit for Italian oil and gas company Eni, including a sustainability-linked bond and a revolving sustainability-linked loan. The bank has counted the financing instruments toward its own sustainability targets, because the interest rates are linked to emissions goals, although activist groups say they do not cover scope 3 emissions resulting from use of Eni's fuels. The terms of the financing do not preclude the proceeds being used for the development of new fossil fuel sources, including Eni’s Verus gas field project, which could result in 7.5 million tonnes of carbon dioxide emissions a year. The Italian group, which is 32.4% owned directly and indirectly by the Italian state, insists the development of the Verus field will incorporate carbon capture and storage.
Best source: The Guardian

Bank of America shareholders reject AGM resolution calling for CEO and chairman roles to be split
Bank of America shareholders have rejected a proposal to divide the CEO and chairman roles currently both held by Brian Moynihan. Only 31% of shareholders supported a resolution calling for the positions to be separated to improve corporate governance, which was backed by proxy advisers.
Best source: Reuters (free registration)

Bank executives should encourage constructive criticism in order to avoid groupthink: ECB’s Anneli Tuominen
Banks in the EU have made good progress on governance issues since the Single Supervisory Mechanism was launched almost a decade ago, but still need to make further progress individually and collectively on governance, as well as risk awareness and mindsets, according to Anneli Tuominen, a European Central Bank representative on its Supervisory Board. Director-general of Finland’s Financial Supervisory Authority between 2007 and 2022, Tuominen says bank management committees that encourage constructive criticism develop broader ranges of views and opinions, helping to avoid groupthink.
Best source: European Central Bank

Norwegian wealth fund backs changes in bonus system for risk-takers at HSBC
Norges Bank Investment Management will vote in favour of changes to the bonus payment structure for material risk-takers at HSBC, following changes to UK regulations. The manager of Norway’s sovereign wealth fund, the Government Pension Fund Global, is backing HSBC’s proposal that it have full discretion over bonus payments, following the scrapping of EU bonus caps by the UK government. The proposal will be voted on by shareholders at HSBC’s annual general meeting on May 3.
Best source: Reuters (free registration)

Shell begins appeal against Dutch court’s ruling it must reduce carbon emissions 45% by 2030

A court of appeal in The Hague has begun hearing arguments put forward by Shell in its bid to overturn a lower court judgement requiring the oil and gas group to reduce its carbon emissions faster than it planned. The 2021 decision in favour of Milieudefensie, part of Friends of the Earth, and other environmental groups, determined that the company was aware of the impact of its products on climate change and that its emission reduction plans were vague and inadequate, with negative consequences for the health of the Dutch population. The court ordered Shell to reduce its greenhouse gas emissions, including those caused by the buyers and users of its products, by 45% by 2030 from their 2019 level. The company argues that it is for the government, not courts, to decide such issues. A further decision against Shell could lead to its and other executives being held personally responsible for any insufficient corporate climate-related strategies and achievements.
Best source: Reuters (free registration)
See also: NL Times
See also: Dutch News

Former Credit Suisse executives will not be required to repay bonuses
Former executives of Credit Suisse will not have to repay their bonuses due to the absence of appropriate legal mechanisms to compel them to do so, according to Switzerland's department of finance. The country's parliament has been examining whether there was a means of obliging the bank's executives to repay bonuses, and members say there is support for changes to the legislative framework enabling bonuses to be clawed back in similar cases in the future.
Best source: Handelszeitung (in German)

European private equity-owned life insurers under pressure from regulators over ownership and leverage concerns
Life insurers owned by private equity firms such as Cinven’s German business Viridium are under increasing pressure from regulators over their ownership structure and debt levels, according to analysts. The near-collapse of Cinven's Italian insurer Eurovita, which had to be rescued by a consortium of domestic banks and insurers orchestrated by the government, has prompted policymakers, regulators and some investors to demand enhanced scrutiny of the particular risks to life insurers and policyholders created by the shift toward private equity ownership. International Association of Insurance Supervisors secretary-general Jonathan Dixon says issues include potential conflicts of interest, increased risk-taking and weakness in governance structures, along with liquidity, credit and concentration risks. The rescue of Eurovita last year after Cinven refused to provide additional capital is regarded as the biggest setback so far to private equity investment in the industry.
Best source: The Economist (subscription required)

Ermotti becomes highest-paid European bank CEO but UBS’s wider bonus pool shrinks
UBS CEO Sergio Ermotti earned CHF14.4m last year, making him the best-paid head of a leading European bank, although UBS reduced the size of its overall employee bonus pool for 2023. Ermotti returned to UBS in April following its emergency acquisition of Credit Suisse, and the bank now says he could stay in charge after the integration process is complete. UBS also reports that it is still reviewing potential misstatements in Credit Suisse's financial reports.
Best source: Reuters (free registration)
See also: Bloomberg (subscription required)

Science Based Targets Initiative staff reject plans to count carbon offsets against Scope 3 emissions
Staff at the UN-backed Science Based Targets Initiative want the organisation’s CEO, Luiz Fernando do Amaral, and other board members to resign over plans to allow carbon offsets to count towards the certification of corporate net zero plans. SBTi has previously excluded carbon offsetting from counting against corporate Scope 3 emissions in supply chains, but staff say they were not consulted on the proposals which they believe may result in greenwashing and conflicts of interest. Scientific studies have found that many carbon offsetting projects do not have an impact on emissions reductions and therefore little effect on efforts to curb global warming.
Best source: The Guardian

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ILA/PwC NED Day 2024 - Picture report
15 April 2024 / PwC Luxembourg