中小股东权利保护
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投票高频,视角多元:公募基金 ESG 尽责管理新范式(三):“贝莱德们”在A、H股投下哪些反对票?
ZHESHANG SECURITIES· 2025-09-23 07:56
Investment Rating - The report indicates a positive outlook for the industry, suggesting that the industry index is expected to outperform the CSI 300 index by more than 10% in the next six months [52]. Core Insights - The report highlights that foreign capital, represented by firms like BlackRock, Fidelity, Robeco, and Baillie Gifford, is increasingly focusing on corporate governance and the protection of minority shareholder rights in their voting practices within A-shares and H-shares [48][49]. - A significant portion of the foreign investors' opposition votes is based on concerns regarding insufficient information disclosure, excessive discretion granted to boards, and potential risks that do not align with the best economic interests of shareholders [48][49]. - The report also notes that foreign investors are beginning to incorporate environmental factors, such as climate risk and deforestation risk, into their voting considerations, particularly in board election proposals [48]. Summary by Sections BlackRock - In the sample of 25 major holdings, BlackRock cast opposition votes on 19 companies, resulting in an overall opposition rate of 76% [13][16]. - The most common reasons for opposition included insufficient information disclosure and excessive discretion granted to the board, with 15 and 15 instances respectively [16][20]. - The top three issues opposed were stock issuance (15 instances), related party transactions (9 instances), and executive compensation (7 instances) [16][20]. Fidelity - Among 14 major holdings, Fidelity opposed votes on 6 companies, leading to an overall opposition rate of 43% [24][27]. - The most frequently opposed issues were board elections and company bylaws, each with 3 instances [26][29]. - Fidelity's opposition reasons were more diverse, including concerns about greenhouse gas reduction commitments, which were not present in BlackRock's rationale [27][29]. Robeco - Robeco held 16 of the 24 companies that received opposition votes from both BlackRock and Fidelity, with an overlap rate of approximately 81% [38]. - The top three issues opposed by Robeco were stock issuance (10 instances), board elections (9 instances), and equity incentives (6 instances) [38]. - Robeco's opposition reasons were more specific and included concerns about climate risks and deforestation, alongside traditional governance issues [39][42]. Baillie Gifford - Baillie Gifford's holdings overlapped less with BlackRock and Fidelity, with only 3 companies receiving opposition votes from them [45]. - The firm engaged in shareholder participation in two companies, focusing on carbon markets and corporate governance [45][47]. - Baillie Gifford's opposition reasons included a lack of independence and insufficient information disclosure, similar to the concerns raised by other foreign investors [45][46].
股权制衡,权利保护:公募基金ESG尽责管理新范式(二)
ZHESHANG SECURITIES· 2025-09-04 09:37
Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - The primary reason for the protection dilemma of minority shareholders is the differentiation of capital decision-making power. Appropriate equity checks and balances can retain the advantages of relatively concentrated ownership while effectively curbing the infringement of large shareholders on the interests of listed companies [1][2] - Institutional investors, represented by public funds, are advised to adopt a strategy that balances quantitative and qualitative identification and participation, focusing on governance quality indicators and maintaining close communication with listed companies on relevant issues [3] Summary by Sections Section 1: Introduction - The report emphasizes that the most universal issue in responsible management for public funds should focus on enhancing corporate governance, particularly the protection of minority shareholders' rights [10] Section 2: Protection of Minority Shareholders' Rights from the Perspective of Equity Checks and Balances - The differentiation of capital decision-making power is the primary cause of the protection dilemma for minority shareholders. This mechanism allows large shareholders to elevate their will to that of the company, weakening the substantive influence of minority shareholders on corporate decisions [11] - The report categorizes the ownership structure of listed companies into three types: highly concentrated, highly dispersed, and moderately concentrated. The moderately concentrated structure is deemed most beneficial for improving corporate governance and protecting minority shareholders' rights [14][15] Section 3: Three Major Issues of Equity Checks and Balances: Board Governance, Related Transactions, and Financial Companies - Public funds should focus on excess delegation and the independence of board members in governance, risk identification in related transactions based on ownership structure and regulatory penalties, and the efficiency of fund usage in financial companies [3][32] - The report highlights the importance of the board's independence and the separation of ownership and management, which is expected to enhance decision-making professionalism and corporate governance capabilities [33]