Standard Life Investments, the fund arm of insurer Standard Life , has concerns about governance at Sports Direct and Volkswagen and will press for more change at the companies, it said in its annual governance report on Wednesday.
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Mike Ashley's previous role as executive deputy chairman of Sports Direct had been "ill-defined and did not seem to reflect the reality of his influence at the company," and the board lacked independence, Standard Life Investments (SLI) said, though it added it welcomed Ashley's appointment as chief executive in September.
SLI also said it had "major concerns" about the firm's remuneration policy.
The sportswear chain founded by Ashley, owner of Newcastle United soccer club, has come under fire for its working practices as well as for governance failures.
Standard Life is the fourth largest shareholder in Sports Direct with a 3.5 percent stake, according to Thomson Reuters Eikon.
Sports Direct did not respond to request for comment.
At Volkswagen (VW), SLI said "increased board independence is crucial to rebuilding trust" in the company.
VW's acknowledgement in September 2015 that it had used software to reduce emissions levels when diesel cars were being tested in the United States wiped billions of euros from its market value, forced the chief executive's resignation and led to investigations and lawsuits around the world.
A VW spokesman said that "from its own estimation, the Supervisory Board has a reasonable number of independent members".
An SLI spokeswoman said the investor did not currently hold any VW shares but did own debt.
Sports Direct and VW were marked as "escalation candidates" in the investor's report, indicating it planned to ask for more changes in the way they are run.
SLI said it had been influential in achieving change at WPP , the world's largest advertising agency.
"We were reassured that progress had been made, both in the ownership of the succession planning process by the board, led by the chairman, and the process itself."
One of the highest profile businessmen in Britain, WPP chief executive Martin Sorrell has run the company since 1986.
SLI is the 16th largest shareholder in WPP, with a 0.58 percent stake, according to Thomson Reuters Eikon.
SLI also said it would continue to monitor progress by BHP Billiton in its compensation programs following the deadly Samarco dam disaster in Brazil in 2015. BHP and Vale jointly own the Samarco unit.
The investor has a 0.25 percent equity stake in BHP, according to Thomson Reuters Eikon.
(Additional reporting by Jan Schwartz in Hamburg,; Editing by Andrew MacAskill and Mark Potter)