Skip to main content
logo-small logo-small
May 15, 2026

The week in GRC: ISS and Glass Lewis recommend against oil firm proposals as OpenAI backs global governance body

This week’s governance, compliance and risk-management stories from around the web

– Proxy advisory firms are urging shareholders of Exxon Mobil and Chevron to vote against several board-backed proposals ahead of the companies’ AGM on May 27, as reported by Reuters (paywall).

ISS and Glass Lewis recommended Exxon investors reject the company’s proposal to move its incorporation from New Jersey to Texas, arguing the change could weaken shareholder protections. Exxon said the move would align its incorporation with its headquarters location and would improve operational efficiency.

Responding to Glass Lewis in a SEC14A filing, Exxon said the proxy advisor issued an ‘ill-informed recommendation’ based on ‘misunderstandings, speculation, and immaterial factors.’ Exxon also accused Glass Lewis of failing to disclose ‘an obvious conflict of interest’ tied to litigation with the Texas attorney general, adding that shareholder rights would remain ‘fully preserved’ and describing suggestions to the contrary as ‘blatant scaremongering based on pure speculation.’

ISS and Glass Lewis also advised shareholders at both Exxon and Chevron to oppose other management-backed measures amid broader pressure on major US oil producers over governance concerns.

 

– OpenAI has backed the idea of creating a global AI governance body led by the US and involving China as concerns grow over the risks posed by increasingly powerful systems, according to Bloomberg (paywall).

Chris Lehane, OpenAI’s vice president of global affairs, said the proposed framework could help establish international safety standards and make AI systems more resilient. Speaking ahead of talks between President Donald Trump and Chinese President Xi Jinping in Beijing, Lehane said AI ‘transcends a lot of the prevailing or traditional trade type of issues.’

Lehane compared the proposal to the International Atomic Energy Agency, which sets global standards for nuclear safety and includes China as a member. He also suggested linking US and international AI safety institutes as part of a broader governance structure.

The comments come as Washington and Beijing are set to discuss AI guardrails and protocols aimed at preventing misuse of advanced models by criminal or non-state actors.

 

– Leaders of three major US public pension systems are opposing what they called SpaceX’s ‘extreme’ governance structure ahead of the company’s anticipated IPO, raising concerns about shareholder rights and Elon Musk’s control over the company.

In a letter seen by Reuters to Musk and other executives, officials from the New York State and New York City comptrollers’ offices along with the California Public Employees’ Retirement System criticized conditions that would grant Musk super-voting shares, veto power over his removal as CEO and protections from shareholder lawsuits through mandatory arbitration.

The pension leaders, who oversee more than $1 trn in assets, also objected to SpaceX’s planned reincorporation in Texas, saying it could create additional barriers for shareholder litigation. They called for reforms including a one-share, one-vote structure, a majority-independent board and independent oversight of transactions involving Musk’s other businesses.

 

– Paramount Skydance is defending its proposed $111 bn merger with Warner Bros Discovery by arguing that neither HBO Max nor Paramount+ can effectively compete alone against streaming leaders Netflix, The Walt Disney Company and Amazon.

According to Variety, in a letter to California attorney general Rob Bonta, Paramount chief legal officer Makan Delrahim said the merger would inject ‘new competitive energy’ into the entertainment industry while strengthening movie theaters and streaming operations. He said Paramount+ and HBO Max ‘lack the scale to compete effectively’ against larger rivals and would struggle to ‘catch up’ without a transformative deal.

According to Nielsen estimates cited by Paramount, Netflix accounted for 32.5 percent of US subscription video-on-demand viewership in December 2025, followed by Disney at 16.7 percent and Amazon at 15.3 percent. Paramount and Warner Bros Discovery together represented 10.8 percent.

 

– Activist investor PrimeStone Capital has urged Intertek to engage with Swedish private equity firm EQT after the British testing and inspection company rejected a sweetened £8.93 bn ($11.9 bn) takeover proposal.

According to Reuters, PrimeStone, which holds about 0.5 percent of Intertek shares, said the board should ‘engage constructively’ with EQT and grant the firm supervised due diligence access. The investor argued the latest offer did not ‘significantly undervalue’ Intertek and questioned the credibility of the company’s ongoing strategic review, which could lead to a breakup of the business.

Intertek rejected EQT’s third bid last week, saying the proposal undervalued the company and carried execution risks. The company has instead focused on a strategic review and said it has received interest in its energy and infrastructure division from potential buyers.

Pressure on Intertek has intensified after reports that activist investor Palliser Capital also built a stake in the company, while EQT later raised its proposal to £9.4 bn.

Natalie Bannerman

Natalie is a former telecoms and infrastructure journalist, a role she held for nearly seven years. Before this, she worked in the B2C startup space, covering lifestyle, arts and culture reporting. As senior reporter for Governance Intelligence she...