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Latest posts

01 Feb 2018

Institutional Investor Survey 2018

Morrow Sodali

Institutional Investors with assets under management of USD 31 trillion want more detailed disclosure from portfolio companies about their boards of directors, business strategy and ...

01 Feb 2018

Institutional Investor Survey 2018

Morrow Sodali

Institutional Investors with assets under management of USD 31 trillion want more detailed disclosure from portfolio companies about their boards of directors, business strategy and ...

05 Dec 2018

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to ISS’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after February 1, 2019. ISS ...

16 Nov 2018

GLASS LEWIS PROXY VOTING GUIDELINES: 2019 UPDATES

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to Glass Lewis’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after January 1, 2019. ...

31 Oct 2018

Is variable compensation appropriate for independent directors?

Harvard Business Review

“The ability to provide an objective and increasingly specialized judgment, along with a contribution derived from a mix of skills, experience, seniority and relationships, are ...

21 Jun 2018

Increased focus on remuneration policies in Italy

Fondi sempre più attivi contro i superstipendi - La Repubblica

Data analysis of the latest Italian proxy season shows that institutional shareholders are exerting more and more pression on listed companies' management. This year, institutional ...

06 Jun 2018

Interview with ACCR's Dan Gocher

Morrow Sodali

In Morrow Sodali Australia's latest corporate governance newsletter issue, we interviewed Dan Goche, Director of Climate & Environment at the Australian Centre for Corporate ...

13 Apr 2018

Unicredit:

Milano Finanza

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15 Mar 2018

Morrow Sodali appoints Cynthia Alers as Director and Head of UK

Morrow Sodali

Cynthia Alers has joined Morrow Sodali as Director and Head of UK. Mrs. Alers’ appointment further consolidates the wealth of experience of Morrow Sodali’s UK team which covers all ...

03 Mar 2018

Long-lived managers: who are they and why institutional investors like them

Quando il ceo è inossidabile, Milano Finanza

“Interested institutional investors - who are looking at the Italian market - do not consider overall levels of compensation for top management to be an issue,” comments Fabio ...

Morrow Sodali Chairman John Wilcox recently sat down with Valerie Haertel, former National Investor Relations Institute (NIRI) board chair and award-winning Investor Relations executive. They discussed the collaborative IR program she has pioneered to manage shareholder expectations and “tell the company’s story” in an individualized narrative that brings together the strategic, financial and non-financial information that investors are seeking.

Key Takeaways:

The IR department can act as a “communications clearinghouse”, building interdepartmental relationships and implementing a more strategic approach that addresses the full scope of informational needs of investors, including those on the governance side of the house.
“Engagement” has become an alternative communication path that is endorsed by both companies and institutional investors to get candid feedback from shareholders as well as, vice versa, to allow shareholders to get to know the management team and in some cases, board members personally.
In today’s environment individual companies have a better chance of being evaluated by investors on the merits rather than exclusively in terms of their compliance with external standards. This depends, of course, on two conditions – (1) companies must be willing to build sustained relationships with shareholders and improve the quality of the information they provide; and (2) institutional investors must reconfigure their investment models to include ESG and non-financial metrics and they must focus on the long term.

We believe the ideas in this discussion are useful to corporate boards and management as well as IR and corporate governance practitioners. They provide a strategic roadmap for dealing with shareholder activism, indexed investing, stewardship codes, ESG, board accountability, technological change and other global trends that are transforming the way companies communicate and interact with shareholders.

Download the attachment below to access the full interview.

01 Feb 2018

Institutional Investor Survey 2018

Institutional Investors with assets under management of USD 31 trillion want more detailed disclosure from portfolio companies about their boards of directors, business strategy and ESG, according to Morrow Sodali’s annual Institutional Investor Survey, released today. The survey highlights three areas of concern for investors looking ahead to the 2018 annual meeting season:

Clear articulation of a company’s business strategy and goals;
Directors’ skills, qualifications, experience and individual contribution to the effectiveness of the board;
Detailed business rationale for board decisions and their alignment with strategy and financial performance.

The Morrow Sodali survey, the third of its kind, was conducted between November and December 2017. Forty-nine global Institutional Investors, with USD 31 trillion of assets under management, responded to the survey.

Survey respondents also indicated that:

Investors will prioritize directors’ skills ahead of gender or ethnic diversity.
Unjustified pay will come under intense scrutiny.
Investor collaboration around broader Annual Shareholder Meeting topics will increase exponentially.
Institutional Investors will be increasingly likely to support a credible activist story.
ESG issues are either fully integrated or progressing towards full integration with investment decision-making.
Investors will seek enhanced disclosure around materiality and sustainable metrics linked to long-term business strategy.

Kiran Vasantham, Director of Investor Engagement, said “Now in its third year, this survey provides issuers with valuable insights on investor expectations. It is a bellwether for all companies as we enter the 2018 Annual Shareholder Meeting season. I am delighted so many investors took part in the survey, as it provides an important overview of asset managers’ priorities on a broad spectrum of ESG issues.”

Download the attachment below to read the entire survey.

05 Dec 2018

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

In its latest Proxy Update, Morrow Sodali reviews the changes to ISS’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after February 1, 2019.

ISS recently released updates to its 2019 benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions. This Proxy Update reviews changes to US guidelines.

For US companies, ISS is adding two new policies and codifying practices currently in use in several other policies (policy updates can be found in the 2019 Americas Proxy Voting Guidelines Updates). The most significant changes are to the Board Composition policy which addresses the lack of gender diversity on boards, and to several policies which are intended to discourage the practice of management seeking to ratify existing shareholder rights in order to block a shareholder proposal seeking more favorable rights. Also, of note, ISS will not be incorporating Economic Value Added (EVA) data in its pay-for-performance model for 2019.

Key topics include Board Composition – Diversity and Attendance, Management Proposals to Ratify Existing Charter or Bylaw Provisions, Reverse Stock Splits, Environmental and Social Issues, and ISS’ Pay-for-Performance Model.

16 Nov 2018

GLASS LEWIS PROXY VOTING GUIDELINES: 2019 UPDATES

In its latest Proxy Update, Morrow Sodali reviews the changes to Glass Lewis’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after January 1, 2019.

Glass Lewis has added several new guidelines and updated or codified others. Of note, in 2019 Glass Lewis’ board gender diversity policy will go into effect and Glass Lewis will generally recommend Against directors at companies that do not have at least one female director. Glass Lewis has also added guidelines on several executive compensation issues that could impact the firm’s recommendations on say-on-pay and compensation committee members.

Overall, these policy updates increase the focus on ESG, diversity and compensation matters; and it will be important that companies understand how these policy changes could impact voting at their shareholder meetings in 2019.

Download the below attachment to access Morrow Sodali's full publication.

06 Nov 2018

Morrow Sodali opens a new german office under the leadership of Andrea Bischoff, Mandy Offel and Petra Becker

Morrow Sodali has announced that Andrea Bischoff, Mandy Offel and Petra Becker have joined the firm to open a new branch in Frankfurt, Germany. The German team, representing Morrow Sodali in Germany, Switzerland and Austria, will provide corporate clients and boards of directors with comprehensive services and strategic advice relating to corporate governance, ESG, proxy solicitation, shareholder activism, mergers, shareholder engagement and communications.

Ms. Bischoff, who will lead the Morrow Sodali German team, said: “I am excited to bring to the German market the strategic expertise, analytical capabilities and transactional services available through Morrow Sodali’s global network. This alliance will greatly expand the value proposition we can offer to corporate clients.”

Alvise Recchi, CEO of Morrow Sodali, said: “We are delighted to bring such an experienced team into the Morrow Sodali family. Andrea, Mandy and Petra are the leading experts in their region. They will enable us to expand our services in this important market and maintain the high quality of advice and service that our clients demand.”

Download the attachment below to read the entire press release.

05 Nov 2018

It is time for targeted shareholder agreements

In an article recently published in La Repubblica (Finanza, Uomini & Affari), Fabio Bianconi, Director at Morrow Sodali, commented: “In some companies, it is hard to control the assembly by a majority of around 30%. In these situations, clear and transparent shareholder agreements targeting governance can also be an acceptable compromise for investors. Corporate bodies can be a starting point and these arrangements can then evolve into the company strategy”.

Download the attachment below to read the entire article.

31 Oct 2018

Is variable compensation appropriate for independent directors?

“The ability to provide an objective and increasingly specialized judgment, along with a contribution derived from a mix of skills, experience, seniority and relationships, are qualifying elements for independent directors in the American and Anglo-Saxon experience (UK and Australia)”, commented Andrea Di Segni, Managing Director at Morrow Sodali, in an interview with the Harvard Business Review October 2018 in relation to the proposal to introduce variable compensation for non-executive board directors. To attract the most qualified board members, Andrea Di Segni recognises a growing trend to include remuneration packages with competitive compensation. Given restrictions imposed by proxy advisors and some large investors, issuers are debating how to define such remuneration schemes and the pay structure, including lock-up periods to help ensure board members are committed to long-term value creation.

Download the attachment below.

22 Oct 2018

HOW CRUCIAL IS THE BUSINESS OF UNDERSTANDING SHAREHOLDERS?

“The more boards are responsible for issues such as the environment, social and governance issues, the more the ability to communicate with shareholders and understand their expectations becomes important”, commented Alvise Recchi, CEO of Morrow Sodali, in an article published in Affari&Finanza. The growing business and Morrow Sodali are focusing on shareholders and boards of directors to intensify the process through global established relationships, strong data, analytics and research and a continuous dialogue with investors to support boards in understanding their company’s shareholders.

Download the attachment below to read the entire article.

19 Oct 2018

FEARS OF ISS DIRECTOR ‘BLACKLIST’ AFTER SURVEY

Boardroom resources platform AGENDA outlines how directors are facing increased scrutiny from investors regarding their past track records on corporate boards, based on recent findings from proxy advisory firm ISS.

Bill Ultan, Morrow Sodali’s Managing Director of Corporate Governance, and David Shammai, Director of Cross Border Corporate Governance were quoted, commenting on how investors consider past oversight failures when evaluating a director’s performance and that investors tend to keep away from hard-line rules when making an analysis of a particular situation.

Please note that the full article is only available to Agenda subscribers: Fears of ISS Director 'Blacklist' After Survey

05 Oct 2018

SENOMYX, INC. TENDER OFFER

Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Firmenich Incorporated, a Delaware corporation, is offering to purchase for cash all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Senomyx, Inc., a Delaware corporation.

Morrow Sodali is serving as the information agent for this transaction.

08 Jun 2017

Investa Office Fund

Investa Listed Funds Management Limited, the responsible entity of Investa Office Fund (ASX: IOF), announced a proposal to acquire a 50% shareholding on a joint venture basis in Investa Office Management Pty Limited. The vote to approve the proposal was held on 31 May 2017.

Morrow Sodali Australia served as governance advisor and proxy solicitor for Investa Listed Funds Management Limited.

Press area Morrow Sodali is hiring