Below are key takeaways from ISS’ recently released 2024 Continental Europe Proxy Season Preview. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- Executive compensation: Across most of the European Union, shareholders will be expected to vote on an increased number of compensation policy renewal proposals in 2024 (“policy vote year”). The focus for many investors is likely to be directed at increased disclosure, both in terms of compensation policies, but also reports. Additionally, further ESG integration within executive compensation systems is expected.
- Regulatory updates: Various European markets have introduced legislation that is expected to have important impacts on governance topics. For example, Sweden and Austria join the ranks of markets with laws permitting virtual AGMs. Germany’s Future Financing Act reintroduced shares with multiple voting rights, loosened rules on excluding preemptive rights against cash contributions, and made SPACs viable. Switzerland will require the first votes on non-financial reports at larger companies.
- Corporate governance code updates: Several markets have published substantial updates to their existing governance codes, addressing topics such as anchoring ESG within companies’ corporate purpose and executive compensation systems, enhancing the conduct of shareholder meetings, and improving dialogue between companies and their shareholders.
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By: European Governance Research