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One of them, Glass Lewis, recommended shareholders vote against re-electing Toyoda, citing what it said was his responsibility for the lack of a sufficiently independent board. Toyota on Friday did not immediately comment on the votes against the re-election of Toyoda. The New York comptroller's office oversees a pension system with $243 billion in assets under management. BOARD INDEPENDENCENew York City Comptroller Brad Lander said the Toyota board was not adequately independent, in a statement explaining the vote by the funds it oversees. The New York pension system has also urged both Ford (F.N) and General Motors (GM.N) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

Persons: Akio Toyoda, Glass Lewis, Toyoda, CalPERS, Brad Lander, Elon, Daniel Leussink, David Dolan, Maki Shiraki, Kevin Krolicki, Jamie Freed Organizations: Toyota Motor Corp, California Public Employees, New York, Toyota, Tokyo Stock Exchange, The, New, Ford, General Motors, Thomson Locations: TOKYO, New York City, York, New York, Tokyo

One of them, Glass Lewis, recommended shareholders vote against re-electing Toyoda, citing what it said was his responsibility for the lack of a sufficiently independent board. CalPERS, which declined to comment, is the largest U.S. public pension fund with some $450 billion in assets under management. The New York City pension funds held 6.7 million shares in Toyota Group companies, including Toyota Boshoku (3116.T) and Toyota Tsusho (8015.T) as of end March. BOARD INDEPENDENCENew York City Comptroller Brad Lander said the Toyota board was not adequately independent, in a statement explaining the vote by the funds it oversees. The New York pension system has also urged both Ford (F.N) and General Motors (GM.N) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

Persons: Akio Toyoda, Glass Lewis, Toyoda, CalPERS, Brad Lander, Daniel Leussink, David Dolan, Maki Shiraki, Kevin Krolicki, Jamie Freed, Christopher Cushing Organizations: Toyota Motor Corp, California Public Employees, New York, Toyota, Tokyo Stock Exchange, The, New, Toyota Group, Nikkei, Ford, General Motors, Lexus, Thomson Locations: TOKYO, New York City, York, Tokyo

☆ Toyota governance fight gets stuck in traffic
▼ + stars: | 2023-05-30 | by ( ) www.reuters.com time to read: +2 min

MELBOURNE, May 30 (Reuters Breakingviews) - Governance campaigns against Japanese companies have a hard enough time gaining traction as it is. ValueAct Capital’s two-year campaign against Seven & i (3382.T) culminated last week with at best just a third of shareholders backing its four board candidates. Glass Lewis asserts just three of Toyota’s 10 board candidates are unaffiliated, fewer than the one-third the advisory sets as a floor. Toyota insists its board meets the Tokyo Stock Exchange’s independence standards. He should go in any event: having the former CEO of 14 years lead the board is bad governance.

TOKYO, May 28 (Reuters) - Proxy adviser Institutional Shareholder Services (ISS) has recommended that shareholders of Toyota Motor Corp (7203.T) vote in favour of a resolution urging the automaker to improve disclosure of its lobbying related to climate change. ISS in a report also said it regarded three of Toyota's four outside board director nominees as not truly independent. Toyota's board said the fluidity of such disclosure made the proposal unsuitable for enshrining in the articles of incorporation. A spokesperson previously said few firms globally have made climate policy engagement-related disclosure to the extent of Toyota. "Toyota does not provide shareholders with enough information to evaluate its lobbying activities," ISS said.

☆ ‘Go to hell, Shell’: Climate protesters try to storm stage at oil giant’s annual shareholders meeting
▼ + stars: | 2023-05-23 | by ( Sam Meredith | ) www.cnbc.com time to read: +5 min

The protests come as Shell faces a shareholder vote on a measure to increase its climate ambitions following a year of record profits at the company. Bloomberg | Bloomberg | Getty ImagesLONDON — Shell Chief Executive Wael Sawan and the firm's board of directors on Tuesday were shielded by security staff as climate protesters unsuccessfully tried to storm the stage at the British oil giant's annual shareholders meeting. Follow This, a small Dutch activist investor and campaign group with stakes in several Big Oil companies, tabled a resolution at Shell's shareholders meeting. For the first time, Dutch pension managers MN and PGGM — both Shell shareholders — have endorsed the resolution. The company described Climate Resolution 26 as "unclear, generic and would create confusion as to Board and shareholder accountabilities."

☆ Exxon rebuts proxy advisor, says net zero emissions scenario 'unlikely'
▼ + stars: | 2023-05-18 | by ( Sabrina Valle | ) www.reuters.com time to read: +2 min

Glass Lewis backed the initiative, concluding Exxon could face material financial risks from the net-zero scenario. Exxon has said the world is not on a path to achieve net-zero emissions in 2050. The 2050 net-zero emissions (NZE) scenario of the International Energy Agency (IEA) envisions a path to limit the global temperature rise to 1.5 degrees Celsius. "It is highly unlikely that society would accept the degradation in global standard of living required to permanently achieve a scenario like the IEA NZE," Exxon said in dismissing the proposal. Exxon rebutted the proxy firm's recommendation that it evaluate the impacts of a worst-case oil spill at its offshore Guyanese oil platforms.

LONDON, May 18 (Reuters) - Shell (SHEL.L) will likely face one of its most acrimonious annual meetings next week as it struggles to balance investor pressure to capture profits from oil and gas and a vocal minority saying it must move faster to tackle climate change. Big Oil firms posted record profits last year amid soaring energy prices following Russia's invasion of Ukraine. That resolution echoes a ruling by a Dutch court telling Shell to adjust its climate targets, which Shell has appealed. It also said it was pleased that proxy advisers ISS and Glass Lewis had recommended votes against the Follow This resolution. The measures, however, did not prevent climate activist participants from heckling and disrupting proceedings before being escorted out, some carried by security staff.

May 16 (Reuters) - Tesla Inc (TSLA.O) CEO Elon Musk warned on Tuesday that the electric-vehicle maker was not immune to the global economy, which he said will be difficult for the next 12 months. "We'll try out a little advertising and see how it goes," said Musk, who is also CEO of Twitter. Last week he announced that NBCUniversal's former advertising head, Linda Yaccarino, will succeed him as Twitter CEO and that he will focus on products and technology at the company. Tesla logo and Elon Musk silhouette are seen in this illustration taken, December 19, 2022. REUTERS/Dado Ruvic/IllustrationOne shareholder asked about rumors that he would step down as Tesla CEO, adding "Say it ain't so."

☆ Tesla’s governance autopilot heads for disaster
▼ + stars: | 2023-05-17 | by ( Jonathan Guilford | ) www.reuters.com time to read: +4 min

It’s a vulnerable time for such pronouncements when the market Tesla (TSLA.O) effectively created threatens to overtake it. The stock price has tumbled some 60% since November 2021 compared to a 12% decline in the S&P 500 index (.SPX). A more deferential approach to Musk might have made sense during Tesla’s meteoric rise, when its mere existence bucked convention. The Department of Justice has initiated a probe into Tesla’s self-proclaimed “self-driving” capabilities, which have been involved in fatal crashes. Heeding advice from ISS and Glass Lewis would at least be a place to start, because leaving governance on autopilot also can have dangerous consequences.

May 16 (Reuters) - Tesla Inc (TSLA.O) Chief Executive Elon Musk on Tuesday warned that the electric-vehicle maker was not immune to the global economy, which he said will be difficult for the next 12 months. At the meeting, shareholders voted to appoint the company's co-founder and former chief technology officer, JB Straubel, to the board. They also rejected a proposal to publish a report that sought to establish succession plans for Chief Executive Elon Musk. Tesla shareholders on Tuesday swiftly voted with the board's recommendations on nearly all proposals. In November, Tesla director James Murdoch testified in court that Musk had identified someone as a potential successor.

May 16 (Reuters) - Tesla Inc (TSLA.O) shareholders on Tuesday voted to appoint the company's co-founder and former chief technology officer, JB Straubel, to the board, and rejected a proposal to publish a report that sought to establish succession plans for Chief Executive Elon Musk. Proxy advisory firm Glass Lewis had recommended that shareholders vote against Straubel's appointment, citing worries about his independence. Tesla shareholders on Tuesday swiftly voted with the board's recommendations on nearly all proposals. Shareholders also voted to re-elect Musk and Chair Robyn Denholm as board members. Tesla board members have discussed CFO Zach Kirkhorn as a possible successor as CEO, the Wall Street Journal reported last week, citing a person familiar with the matter.

The billionaire entrepreneur, also the top boss of Twitter, last week announced that NBCUniversal's former advertising head Linda Yaccarino will succeed him as Twitter CEO and that he will focus on products and technology at the social media firm. Here are some topics that may be discussed at the shareholder meeting. Proxy advisory firm Glass Lewis recommended Tesla shareholders vote against Straubel's appointment, citing worries about his independence. DEMANDInvestors hope Musk will talk about demand against the backdrop of a slowing economy and growing competition. He had flagged strong demand for the Cybertruck, but it takes time to get the manufacturing line going for the "very radical product".

☆ Tesla CEO Elon Musk says he must approve all new hires in internal email
▼ + stars: | 2023-05-15 | by ( Lora Kolodny | ) www.cnbc.com time to read: +3 min

SpaceX, Twitter and electric car maker Tesla CEO Elon Musk meets with France's President Emmanuel Macron (L) at the Elysee presidential palace in Paris on May 15, 2023. Tesla CEO Elon Musk sent an email to "everybody" at his electric vehicle maker on Monday, expressing concern over the company's current hiring practices. "I would like to gain a better understanding of our hiring," Musk wrote in the email. "Think carefully before sending me a request," Musk wrote in Monday's email. Here's Monday's email from Musk:To: Everybody From: Elon Musk Subj.

☆ Glass Lewis backs two of Icahn's nominees for Illumina
▼ + stars: | 2023-05-11 | by ( ) www.reuters.com time to read: +2 min

May 10(Reuters) - Proxy adviser Glass Lewis said on Wednesday Illumina Inc (ILMN.O) shareholders should vote for two of Carl Icahn's nominees to the firm's board, as representatives who can challenge the current board would be beneficial to the company. Glass Lewis added shareholders should vote against the re-election of the current chief Francis deSouza and chair John Thompson, saying they had enough reasons to advocate for a new chair. Icahn, who owns 1.4% of Illumina, began a boardroom battle at the gene sequencing company in March. Glass Lewis said in a report it recommends shareholders support Icahn's nominees, Vincent Intrieri and Andrew Teno, adding the company's $7.1 billion acquisition of cancer-testing firm Grail had been a "costly, distracting, value-crimping millstone" for Illumina. However, it did not extend support to Icahn's third candidate, Jesse Lynn, adding that election of all three candidates was not needed.

☆ HSBC: the global bank faces off with divided shareholders
▼ + stars: | 2023-05-05 | by ( Michelle Toh | ) edition.cnn.com time to read: +5 min

Hong Kong CNN —HSBC shareholders are expected to vote Friday on demands for a radical overhaul of the bank. Canvassing for supportBut Ken Lui, an activist shareholder in Hong Kong spearheading the resolution, told CNN he was confident his proposal would pass. Ken Lui canvassing for votes in Hong Kong in April. Courtesy Ken LuiThese shareholders have been unhappy with the bank previously scrapping its dividend in 2020, at the request of British regulators. HSBC shares were down about half a percent in Hong Kong afternoon Friday.

☆ HSBC faces down protests on strategy, climate at annual meeting
▼ + stars: | 2023-05-05 | by ( Lawrence White | ) www.reuters.com time to read: +3 min

BIRMINGHAM, England, May 5 (Reuters) - HSBC (HSBA.L) faced down opposition to its strategy and climate policy at a fractious annual investor meeting in Birmingham in England on Friday, including a shareholder proposal to spin-off its lucrative Asia business backed by major investor Ping An. Shareholder Lui questioned HSBC's board directly at the meeting on Friday, prompting the bank's chairman Mark Tucker to say criticism of the bank's performance showed "a fundamental misunderstanding of HSBC's business." HSBC's Tucker told the meeting that any break-up of the bank would undermine its global strategy and dent its revenue, repeating the bank's argument that it would be risky and costly. "So it would not be in shareholders' interests to split the bank," Tucker said. Like Barclays' investor meeting earlier this week, HSBC's event was repeatedly interrupted by climate campaigners singing songs, while one protester stood up at the front of the hall with a banner reading 'No more dirty coal'.

☆ HSBC poised to see off Asia spinoff threat at crunch shareholder vote
▼ + stars: | 2023-05-05 | by ( Lawrence White | ) www.reuters.com time to read: +2 min

BIRMINGHAM, England, May 5 (Reuters) - HSBC (HSBA.L) is expected on Friday to defeat a proposal by Hong Kong-based investors, backed by its biggest Asian investor Ping An, which calls for the lender to consider spinning off its Asia business. HSBC has asked investors to vote against the proposals, saying they would destroy shareholder value, and so far no other big institutional investors have signalled they are in favour. Lui said he was only able to disclose he had met with Ping An and that they were supportive. HSBC tripled its profit in the first quarter as rising interest rates boosted its income, paying its first quarterly dividend since 2019. Reporting By Lawrence White, Additional reporting by Iain Withers, Editing by Keith WeirOur Standards: The Thomson Reuters Trust Principles.

☆ ISS recommends Tesla investors vote against re-election of board chair
▼ + stars: | 2023-05-04 | by ( ) www.reuters.com time to read: +1 min

Companies Tesla Inc FollowSAN FRANCISCO, May 3 (Reuters) - Proxy advisory firm ISS on Wednesday recommended Tesla investors vote against the re-election of board chair Robyn Denholm, citing concerns about a lack of scrutiny of the pledging of some company stocks by CEO Elon Musk and his brother Kimbal Musk. Tesla shares are down about 60% from their record high reached in November 2021. The shares pledged by Elon Musk accounted for 58% of his Tesla ownership, ISS said. ISS recommended votes for Musk and co-founder JB Straubel as board members. Proxy advisory firm Glass Lewis last month recommended Tesla shareholders vote against Straubel, citing worries about his independence because he served as chief technology officer at Tesla until 2019.

HSBC posted a pretax profit of $12.9 billion for the quarter ended March, versus $4.2 billion a year earlier. HSBC said the planned $10 billion sale, originally slated to be completed by the end of this year, will now only likely go through in the first quarter of 2024. HSBC reported deposits fell 0.6% to $1.6 trillion, excluding those it acquired by bailing out the UK arm of failed U.S. lender Silicon Valley Bank and the reclassification of French retail deposits. Despite the surging profit, HSBC did not raise its key performance target of a return on tangible equity of at least 12% from this year onwards, which analysts were anticipating. Reporting by Selena Li ing Kong Kong and Lawrence White in London; Editing by Muralikumar AnantharamanOur Standards: The Thomson Reuters Trust Principles.

HSBC CEO Noel Quinn said the results showed its strengths in a rising rate environment, and played down the risks of further contagion for the banking sector. HSBC posted a pretax profit of $12.9 billion for the quarter ended March, versus $4.2 billion a year earlier. The profit was much higher than the $8.64 billion average estimate of 17 analysts compiled by the bank. Despite the surging profit, HSBC did not raise its key performance target of reaching a return on tangible equity of at least 12% from this year onwards, while analysts were estimating the key metric would be lifted. Reporting by Selena Li ing Kong Kong and Lawrence White in London; Editing by Muralikumar AnantharamanOur Standards: The Thomson Reuters Trust Principles.

☆ Oil major BP braces itself for shareholder revolt after scaling back its climate targets
▼ + stars: | 2023-04-27 | by ( Sam Meredith | ) www.cnbc.com time to read: +2 min

Dutch group Follow This, a small activist investor and campaign group with stakes in several Big Oil companies, has tabled a resolution at BP's shareholder meeting. It calls on the energy giant to align its climate targets with the landmark Paris climate accord and commit to absolute carbon emissions cuts by 2030. Those emissions cuts, Follow This says, should include emissions generated by customers' use of their oil and gas, known as Scope 3 emissions. Follow This says it expects BP's annual general meeting to be a "contentious" one, warning investors will be "rightfully concerned" about BP dialing back its climate strategy amid an ever-worsening climate crisis. Proxy advisors ISS and Glass Lewis have recommended that shareholders of BP vote against the resolution tabled by Follow This.

☆ Universal Music profit slumps due to compensation expenses
▼ + stars: | 2023-04-26 | by ( ) www.reuters.com time to read: +1 min

April 26 (Reuters) - Universal Music Group (UMG.AS), the label representing Drake and Taylor Swift, on Wednesday posted a significant drop in core profit due to compensation expenses, even as sales edged up in the first quarter. Core profit (EBITDA) for the first quarter fell 43.4% at constant currency to 261 million euros ($288.07 million), with the metric's margin also dropping to 10.6% from 20.6% in the same quarter a year earlier. The drop was due to non-cash, share-based compensation expenses of 261 million euros during the quarter, part of a global equity compensation plan announced in the fourth quarter of last year, UMG said. UMG's CEO Lucian Grainge has come under shareholder pressure over an "excessive" $100 million pay deal, The Financial Times reported on Wednesday. The group nonetheless posted higher first quarter sales, helped by growth in recorded music and music publishing.

☆ ISS urges Pitney Bowes shareholders to back 4 dissident directors in proxy fight
▼ + stars: | 2023-04-26 | by ( Svea Herbst-Bayliss | ) www.reuters.com time to read: +2 min

"Substantial board change is still necessary," ISS wrote in its report to investors which was seen by Reuters. Still, it is not enough, ISS wrote, adding Pitney Bowes has a "history of failing to deliver on important self-established expectations." "We strongly disagree with the recommendation of ISS that shareholders vote for such an extreme and destabilizing level of change at Pitney Bowes," company spokesman Bill Hughes said. Pitney Bowes is valued at $624 million, down from its peak of $2 billion when CEO Marc Lautenbach joined in 2012. "Shareholders have endured a decade of underperformance and disappointment, there are unanswered questions and serious concerns about the path forward," ISS wrote.

☆ Morgan Stanley says HSBC is a 'top pick' despite the bank's shareholder troubles
▼ + stars: | 2023-04-24 | by ( Zavier Ong | ) www.cnbc.com time to read: +2 min

But Morgan Stanley is sticking to its bullish stance on the U.K.-based bank, calling HSBC its "top pick" in the sector. Morgan Stanley is looking past that noise. Morgan Stanley expects HSBC to deliver "accelerating" capital returns, with 50% of 202 earnings paid out in dividends and share buybacks amounting to $3 billion in 2023. Further out, we see not only the 50% dividend payouts, but annual share buybacks of $8 billion in 2024/25," according to Morgan Stanley. Shares of HSBC are up nearly 16% this year, but Morgan Stanley expects more upside ahead.

☆ HSBC shareholders should vote against Asia spinoff plan, advisor ISS says
▼ + stars: | 2023-04-23 | by ( ) www.reuters.com time to read: +1 min

LONDON, April 23 (Reuters) - HSBC (HSBA.L) investors should vote against a resolution by its biggest shareholder Ping An, calling on the bank to consider strategic options including a spinoff of its Asia business, shareholder advisory group ISS said. The proposal by Ping An, over which the bank and the Chinese insurer have been arguing since last November, "lacks detailed rationale", ISS said in a note to investors seen by Reuters. ISS, which advises shareholders on how to wield their proxy votes at companies' investor meetings, became the second major such group to side with HSBC on the issue, after Glass Lewis on Tuesday likewise said the Ping An-backed plan lacked merit. Ping An on Friday accused the bank of not giving its strategic ideas a sufficient hearing. HSBC has said it had discussed the plans on around 20 occasions, but had consistently said they would destroy shareholder value and would be too costly to implement.

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