Internationale rapporter og tendenser

Domstol afviser Musks 56 mia. USD lønpakke som ”un­fair” overfor aktionærer: ”A judge has ruled in favour of a small Tesla shareholder, voiding Elon Musk’s $56 billion pay package and calling it “unfair” to shareholders. Musk had been set to receive the largest pay package in corpo­rate US history under a share-based compensation agre­ement negotiated by Tesla’s board of directors. The 10- year pay agreement was reached in 2018, with directors arguing the large sum was designed to ensure Musk conti­nued to dedicate his attention to the company, which pro­duces electric vehicles. The case was brought by Richard Tornetta, who held just nine shares in Tesla when he sued the company in 2018 over the pay package in a sharehol­der derivative lawsuit. His lawyers argued that the Tesla board did not inform shareholders the company’s goals were easier to achieve than it was acknowledging, or that internal projections showed Musk was quickly going to qualify for large portions of the pay package. They also ar­gued the board had a duty to offer a smaller pay package or look for another CEO, and that the agreement should have required Musk to work full-time at Tesla instead of allowing him to focus on other projects, such as SpaceX and X (formerly Twitter), Reuters reports. Kathaleen Mc­Cormick, the judge overseeing the case in the Delaware court, said: “Swept up by the rhetoric of ‘all upside’ or per­haps starry eyed by Musk’s superstar appeal, the board never asked the $55.8 billion question: Was the plan even necessary for Tesla to retain Musk and achieve its goals?” Læs mere om sagen her.

Miljøorganisation trækker finanshus i retten med krav om at nedbringe CO2-tung finansiering: ”The Netherlands arm of Friends of the Earth, Milieudefensie, has filed a climate lawsuit against financial services group ING, calling on it to halve its carbon emissions. The lawsuit demands ING, a Dutch multinational banking and financial services corporation and the largest bank in the Nether­lands, halve its emissions by 2030, compared with 2019 levels, and end its collaboration with polluting companies. Milieudefensie welcomed ING’s announced modifications its climate policy, but said the policy is still “highly inadequa­te”. The lawsuit stated that ING is in breach of its legal socie­tal standard of care by contributing to dangerous climate change, and that the group’s policy is unlawful with regard to the public interest and urged it to ensure its climate po­licy, financing and services be brought in accordance with the 1.5°C target of the Paris Agreement. The activist group filed and won a similar case against Shell in 2021, which required the oil giant to reduce its net emissions by 45% by 2030 compared with 2019 levels after a judge agreed that Shell had violated a duty of care obligation in relation to the human rights of people affected by climate change.”

Stor US-pensionskasse indfører governance­sceening af human capital management: ”The Cali­fornia State Teachers’ Retirement System (CalSTRS) has adapted its corporate governance principles to include company’s workforce as an issue for engagement. The new report outlining CalSTRS corporate governance prin­ciples includes four employee metrics companies should report to investors: workforce headcount, cost, stability including turnover and diversity data.

The pension board also added that a company board’s role in setting human capital management standards should include incentives and compensation, retention and development, fair labour practices and pay equality. It said that an effective board consists of directors with a diverse mix of skills, experience, expertise and perspecti­ves. In line with these beliefs, the report provides guideli­nes on board composition, board structure and roles and responsibilities. The report establishes a framework for CalSTRS’ proxy voting activities.”

EU går ind I sikring af kritiske råvarer til store virk­somheder: ”On 12 December 2023, the EU Parliament adopted the third trilogue agreement on a Regulation esta­blishing a framework for ensuring a secure and sustainable supply of critical raw materials (EU Critical Raw Materials Act, ‘CRMA draft’). The text builds—with significant chan­ges—on the EU Commission proposal of 16 March 2023 (COM(2023) 160 final, ‘Commission Proposal’). With the CRMA draft, the EU seeks to ensure that EU companies have a secure and sustainable supply of critical raw mate­rials (‘CRM’). To increase companies’ risk preparedness in the most strategic areas, Art. 24 CRMA-draft requires large EU companies active in extraction, refining or recycling of strategic raw materials (‘SRM’) to conduct internal audits of their respective supply chains and take necessary mitiga­ting measures,” hedder det på Oxford Governance Blog.

Morten W. Langer