So Many Positives in 2016 for Sustainability – Corporate Citizenship – CR – Sustainable Investing — The Core of “Trends Converging!” Commentaries. It’s 2017 — Now What?

by Hank BoernerG&A Institute

Welcome to 2017! We are off to the start of a challenging year for sustainability / responsibility / corporate citizenship / sustainable investing professionals.

We are being forewarned: A self-described (by his constant tweeting) “new sheriff is coming to town,” along with the newly-elected members of the 115th Congress who begin their meetings this week. Given the makeup of the new Administration (at least in the identification of cabinet and agency leaders to date) and the members of the leadership of the majority party on Capitol Hill, sustainability professionals will have their work set out for them, probably coming into a more clear focus in the fabled “first 100 days” after January 20th and the presidential inauguration ceremonies.

The year 2016 began on such a hopeful note! One year ago as the year got started I began writing a series of commentaries on the many positive trends that I saw — and by summer I was assembling these into “Trends Converging! — A 2016 Look Ahead of the Curve at ESG / Sustainability / CR / SRI.” Subtitle, important trends converging that are looking very positive…

As I got beyond charting some 50 of these trends, and I stopped my thinking and writing to share the commentaries and perspectives that formed chapters in an assembled e-book that is available for your reading. I’ve been sharing my views because the stakes are high for our society, business community, public sector, social sector…all of us!

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The specifics: Throughout the early months of 2016 I was encouraged by:

The Secretary of the U.S. Department of Labor giving American fiduciaries the green light for considering corporate ESG factors in their investment decision-making. Page 7 – right up front in the commentaries!

The Sustainable Accounting Standards Board (SASB) team completing its comprehensive recommendations for 12 sectors and 80 industry components of these for “materiality mapping” and expansion of corporate reporting to include material ESG factors in the annual 10-k filing. These are important tools for investors and managements of public companies. See Page 17.

His Holiness Pope Francis mobilizing the global resources of the worldwide Roman Catholic Church with his 74-page Laudato Si [encyclical] that includes sharp and sweeping focus on climate change, global warming, water availability, biodiversity, and other social issues. Imagine, I wrote, the power that such an institution can bring to bear on challenges, in the world, in the USA, and other large nations…

This is the Pope’s great work: “On Care of Our Common Home.” I explored the breadth of depth of this in my commentaries. That’s on Page 163 – Chapter 44.

President Barack Obama ably led the dramatic advances made in the Federal government’s sustainability efforts thanks in large measure to several of the President’s Executive Orders (such as EO 13693 on March 19, 2015: Planning for Federal Sustainability in the Next Decade).

Keep in mind the Federal government is the largest purchaser of goods and services in the U.S.A. — over time this action will result in positive changes across the government’s prime supply chain networks. Page 50 / Chapter 13.

The European Union’s new rules for disclosure of non-financial information beginning in 2017; As I began my commentary, the various EU states were busily finalizing adoption of the Accounting Directive to meet the deadline for companies within each of the 28 states. The estimate is that as many as 5,000 companies will begin reporting on their CR and ESG performance. Page 27 / Chapter 7.

Here in the USA, Federal regulators were inching toward final rules for the remaining portions of the 2010 Dodd-Frank legislation. Roughly 20% of rules were yet to be completed for corporate compliance with D-F as we entered 2016, according to estimates by the Davis Polk law firm. Page 30 / Chapter 8.

In 2017, one very contentious rule will be in effect — the required disclosure by public companies of the CEO-to-median worker-pay ratio; the final rule was adopted in August 2015 and so in corporate documents we will be seeing this ratio publicized (technically, in the first FY beginning in January 1, 2017). Page 34 / Chapter 9 – What Does My CEO Make? Why It Matters to Me.

Good news on the stock exchange front: member exchanges of the World Federation of Exchanges have been collaborating to develop “sustainability policies” for companies with shares listed on the respective exchanges. At the end of 2015 the WFE’s Sustainability Working Group announced its recommendations [for adoption by exchanges]. Guidance was offered on 34 KPIs for enhanced disclosure. Page 103 / Chapter 27.

The WFE has been cooperating with a broad effort convened by stakeholders to address listing requirements related to corporate disclosure

This is the “SSE” — the Sustainable Stock Exchanges initiative, spearheaded by the Ceres-managed Investor Network on Climate Risk (INCR), and leadership of key UN initiatives as well as WFE member exchanges.

NASDAQ OMX is an important part of this overall effort in the United States and is committed to discussing global standards for corporate ESG performance disclosure.  Notd Evan Harvey, Director of CR for NASDAQ: “Investors should have a complete picture of the long-term viability, health and strategy of their intended targets. ESG data is a part of the total picture. Informed investment decisions tend to produce longer-term investments.”

The United Nations member countries agreed in Fall 2015 on adoption of sweeping Sustainable Development Goals (SDGs) for the next 15 years (17 goals/169 specific targets). This is a dramatic expansion of the 2000 Millennium Goals for companies, NGOs, governments, other stakeholders. Now the many nation-signatories are developing strategies, plans, programs, other actions in adoption of SDGs. And large companies are embracing the goals to help “transfer our world” with adoption of mission-aligned strategies and programs out to 2030.

G&A Institute’s EVP Lou Coppola has been working with Chairwoman of the Board Dr. Wanda Lopuch and leaders of the Global Sourcing Council to help companies adopt goals (the GSC developed a sweeping 17-week sourcing and supply chain campaign based on the 17 goals). Page 56 / Chapter 15.

Very important coming forth as the year 2016 moved to a close: The Report on US Sustainable, Responsible and Impact Investing Trends, 2016 – the every-other-year survey of asset managers in the USA to chart “who” considers ESG factors across their activities. Money managers and institutional investors, we subsequently learned later in 2016, use ESG factors in determining $8.72 trillion in AUM – a whopping 33% increase since 2014. Great work by the team research effort helmed by US SIF’s Meg Voorhes and Croatan Institute’s Joshua Humphreys (project leaders). Background before the report release Page 78.

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The above is a very brief overview of the many positive trends that I saw, explored further, and wrote commentaries on through many months of 2016. I worked to weave in the shared perspectives of outstanding thought leaders and experts on various topics. We are all more enlightened and informed by the work of outstanding thought leaders, many presented in the public arena to benefit us.

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Sharing Thought Leadership

In developing our commentaries we shared the wisdom of many people who are influential thought leaders and who enthusiastically share their own perspectives with us. These include:

  • Chris Skroupa, Founder of Skytop Strategies and prominent Forbes blogger. His views on Page i.
  • Pam Styles, Founder/Principal of Next Level Investor Relations and NIRI Senior Roundtable member. See Page iv.
  • Secretary Thomas Perez, U.S. Department of Labor on ERISA for fiduciaries. Page 7.
  • Dr. James Hawley of St. Mary’s College of California on the concept of the Universal Owner, based on the earlier work of corporate governance thought leader Robert Monks. Page 9.
  • the team at Sustainable Accounting Standards Board led by Chair Michael Bloomberg, Vice Chair Mary Schapiro, Founder and CEO Jean Rogers, Ph.D., P.E. . Page 17.
  • the team at TruCost.
  • the team at CDP.
  • the team at CFA Institute (the global organization for Chartered Financial Analysts) developing guidelines for inclusion of ESG factors in analysis and portfolio management — the new Guide for Investment Professionals – ESG Issues in Investing. Coordinated by Matt Orsagh, CFA, CIPM; Usman Hayat, CFA; Kurt Schacht, JD, CFA; Rebecca A. Fender, CFA. Page 20.
  • the leadership team at New York Society of Securities Analysts’ (NYSSA) Sustainable Investing Committee (where I was privileged to serve as chair until December 31st). Page 21. We have great perspective sharing among the core leadership team (Kate Starr, Peter Roselle, Ken Lassner, Andrew King, Agnes Terestchenko, Steve Loren).
  • experts respected law firms sharing important perspectives related to corporate governance, corporate citizenship / CSR / disclosure / compliance and related topics: Gibson Dunn on compliance matters. Page 25.
  • the law firm of Davis Polk on Dodd-Frank rulemaking progress and related matters.
  • experts at the respected law firm of Morrison & Foerster on executive compensation and related regulatory matters (in the excellent Cheat Sheet publication). Page 30.
  • the experts at the law firm of Goodwin Procter addressing SEC regulations. Page 146.
  • the skilled researchers, analysts and strategists at MSCI who shared “2016 ESG Trends to Watch” with their colleagues. The team of Linda Eling, Matt Moscardi, Laura Nishikawa and Ric Marshall identified 550 companies in the MSCI ACWI Index that are “ahead of the curve” in accounting for their carbon emissions targets relative to country targets. Baer Pettit, Managing Director and Global Head of Products, is leading the effort to integrate ESG factors into the various MSCI benchmarks for investor clients.Page 100.

AND……..

  • Thanks to Peter Roselle for his continuous sharing of Morgan Stanley  research results with the analyst community. 
  • the perceptive analysts at Veritas, the executive compensation experts who closely monitor and share thoughts on CEO pay issues. Page 36.
  • the outstanding corporate governance thought leader and counsel to corporations Holly Gregory of the law firm Sidley Austin LLP who every year puts issues in focus for clients and shares these with the rest of us; this includes her views on proxy voting issues. (She is co-leader of the law firm’s CG and Exec Compensation Practice in New York City.) Page 39.
  • the Hon. Scott M. Stringer, Comptroller of the City of New York, with his powerful “Board Accountability Project,” demanding increased “viable” proxy access in corporate bylaws to enable qualified shareholders to advance candidates for board service. Pages 40, 45 on.
  • the experts at Institutional Shareholder Services (ISS), a unit of MSCI, which counts numerous public employee pension funds and labor pension systems among its clients; ISS staff share their views on governance issues with the rest of us to keep us informed on their policies and related matters. Page 40.
  • SRI pioneer and thought leader Robert Zevin (chair of Zevin Asset Management) who shares his views on the company’s work to improve corporate behaviors. Page 41.
  • Mark W. Sickles, NACD thought leader, and my co-author of “Strategic Governance: Enabling Financial, Environmental and Social Sustainability” (p.2010) for helping me to better understand and refine my views on the “Swarming Effect” (investor engagement) by institutional investors that influences corporate behavior. Page 44.
  • the experts led by thought leader (and ED) Jon Lukomnik at Investor Responsibility Research Center (IRRC) that, working with Ernst & Young LLP, one year ago in January produced the Corporate Risk Factor Disclosure Landscape to help us better understand corporate risk management and related disclosure. Page 47.
  • CNN commentator and author Fareed Zakaria who shared his brilliant perspectives with us in publishing “The Post American World,” focusing on a tectonic, great power shift. Page 61.
  • The former food, agriculture and related topics commentator of The New York Times, Mark Bittman, who shared many news reports and commentaries with editors over five years before moving on to the private sector. Page 65.
  • our many colleagues at the Global Reporting Initiative (GRI) in the Netherlands, the USA, and in other countries, who shared their views on corporate sustainability reporting and related topics; the GRI framework is now becoming a global standard. (G&A Institute is the Data Partner for GRI in the USA, UK and Republic of Ireland; we are also a Gold Community member of supporters for the GRI.) Page 71.
  • our colleagues at Bloomberg LP, especially the key specialist of ESG research, Hideki Suzuki; (and) other colleagues at Bloomberg LP in various capacities including publishing the very credible Bloomberg data and commentary on line and in print. Page 76 and others.
  • Barbara Kimmel, principal of the Trust Across America organization, who collaborated with G&A Institute research efforts in 2016.
  • we have been continually inspired over many years by the efforts of the Interfaith Center on Corporate Responsibility (ICCR), and past and present leaders and colleagues there, who helped to inform our views in 2016 on shareholder activism and corporate engagement. Chair the Rev. Seamus Finn is on point with his “Holy Land Principles” in recent years. The long-time executive director, Tim Smith (now at Walden Asset Management) has been very generous in sharing news and perspectives long after his ICCR career. Details on Page 77.
  • our colleagues at the U.S. Forum for Sustainable & Responsible Investment (US SIF), and its Foundation, led by CEO Lisa Woll; and our colleagues at the SIF units SIRAN and IWG. The every-other-year summary of Assets Under Management utilizing ESG approaches showed [AUM] nearing $9 trillion before the run up in market valuations following the November elections. Page 78.
  • Goldman Sachs Asset Management acquired Imprint Capital in 2015 (the company was a leader in developing investment solutions that generate measureable ESG impact — impact investing). Hugh Lawson, head of GSAM client strategy, is leading the global ESG activities. GSAM has updated its Environmental Policy Framework to guide the $150 billion in clean energy financing out to 2025. Page 83.
  • the experts at Responsible Investor, publishing “ESG & Corporate Financial Performance: Mapping the Global Landscape,” the research conducted by Deutsche Asset & Wealth Management and Hamburg University. This is an empirical “study of studies” that looked at the “durable, overall impact of ESG integration to boost the financial performance of companies.” A powerful review of more than 2,000 studies dating back to 1970. Page 90.
  • Boston Consulting Group’s Gregory Pope and David Gee writing for CNBC saw the advantage held by the USA going into the Paris COP 21 talks: advances in technology are making the USA a global leader in low-cost/low-pollution energy production. They worked with Professor Michael Porter of Harvard Business School (the “shared value” proponent) on research. Page 95.
  • researchers, analysts and experts at Morgan Stanley Research charted “what was accomplished in Paris in 2015″ for us; their report identified five key areas of progress that cheered conference participants; I share these in the “Trends Converging!” work. MS Research in the post-Paris days shared perspectives on the carbon tax concept and the status of various nations on the issue — and the actions of the State of California in implementing “AB 32″ addressing GhGs. Page 119.
  • G&A Institute Fellow Daniel Doyle, an experienced CFO and financial executive, sharing thoughts on corporate “inversion” and the bringing back of profits earned abroad by U.S. companies. Page 122.
  • the Council of State Governments (serving the three branches of state governments) is actively working with public officials in understanding the Clean Power Plan of the Obama Administration (the shared information is part of the CSG Knowledge Center). Page 101.
  • Evan Harvey, Director of CR at NASDAQ, has continuously shared his knowledge with colleagues as the world’s stock exchanges move toward guidance or rule making regarding disclosure of corporate sustainability and related topics. Page 104.
  • our former Rowan & Blewitt [consulting practice] colleague Allen Schaeffer, now the leader of the Diesel Technology Forum, explaining the role of “clean diesel” in addressing climate change issues. Page 128.
  • Harvard Business School prof Clayton Christensen, who conceived and thoroughly explained “the Innovator Dilemma” in the book of the same name in 2007, updated recently, characterized new technology as “disruptive” and “sustaining,” now happening at an accelerated pace. We explain on Page 147.
  • the researchers and experts at the Society for Human Resource Management (SHRM) has shared important perspectives and research results dealing with the massive shift taking place in the corporate and business sectors as Baby Boomers retire(!) and the Millennials rise to positions of influence and power. And Millennials are bringing very positive views regarding corporate sustainability and sustainable investing to their workplace! The folks at Sustainable Brands also weighed in on this in recent research and conference proceedings. Page 154.
  • Author Thom Hartman in 2002 explored for us the subject of “corporate citizenship” in his book, “Unequal Protection, the Rise of Corporate Dominance and the Theft of Human Rights.” This work continues to help inform views regarding “corporate rights” in the context of corporate citizenship and beyond. The issue of corporate contributions to political parties and candidates continues to be a hot proxy season debate. Page 160.
  • Author and consultant Freya Williams in her monumental, decade-long research into “Green Giants” shared results with us in the book of that name and her various lectures. Seven green giant [companies] are making billions with focus on sustainability, she tells us, and they outperform the S&P 500 benchmark. Page 170.
  • Speaking of the S&P 500, I shared the results of the ongoing research conducted by our G&A Institute colleagues on the reporting activities of the 500 large companies — now at 81% of the benchmark components. Page 195.
  • And of course top-of-mind as I moved on through in writing the commentaries, I had the Securities & Exchange Commission’s important work in conducting the “Disclosure Effectiveness Initiative,” and a look at Regulation S-K in the “Concept Release” that was circulated widely in the earlier months of 2016. Consideration of corporate sustainability / ESG material information was an important inclusion in the 200-page document. Page 174.

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All of the above and more were important contributors in my collected “Trends Converging!” (in 2016) work. I am grateful to many colleagues in the corporate community and in the capital markets community who shared knowledge, wisdom, expertise and more with Lou Coppola and I over the recent years. They have helped to inform our work.

We thank the knowledge and valuable information willingly shared with us by our valued colleagues at RepRisk, especially Alexandra Milhailescu; Measurabl (Matt Ellis); The Conference Board’s Matteo Tonello; Nancy Mancilla and Alex Georgescu at our partnering organization for training, ISOS Group; Bill Baue at Convetit; Herb Blank at S-Networks Global Indexes; Robert Dornau at RobecoSAM Group, managers of the Dow Jones Sustainability Index family; Barbara Kimmel at Trust Across America.

Also, Professor Nitish Singh of St. Louis University, with his colleague VP Brendan Keating of IntegTree, our on-line professor and tech guru for the new G&A on-line, sustainability and CSR e-learning platform.

And, Executive Director Judith Young and Institute Founder James Abruzzo, our colleagues at the Institute for Ethical Leadership at Rutgers University Business School; Matt LePere and the leaders at Baruch College / City University of New York; and, Peter Fusaro, our colleague in teaching and coaching, at Global Change Associates.

And thank you, Washington DC Power Players!

Very important: We must keep uppermost in mind the landmark work of our President Barack H. Obama (consider his Action Plan on Climate Change, issued in December 2015) with the Clean Power Plan for the USA included. His Executive Orders have shaped the Federal government’s response to climate change challenges.

And there is U.S. Senator Bernie Sanders, again and again hitting the hot button sensitive areas for the middle class — like income and wealth inequalities and Wall Street reform — that raised the consciousness of the American public about these issues.
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Former Secretary of State Hillary Rodham Clinton and her views (published in The New York Times) in her “How to Rein in Wall Street” op-ed.

And I thank my G&A Institute colleagues for their support and continued input all through the writing process: EVP Louis Coppola; Ken Cynar, our able editor and news director; Amy Gallagher, client services VP; Peter Hamilton, PR leader; Mary Ann Boerner, head of administration.

So many valuable perspectives shared by so many experts and thought leaders! All available to you…

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And Now to 2017!

And so what will happen in these many, many areas of forward-momentum in addressing society’s most challenging issues (like global warming) with “deniers and destroyers” lining up for key Federal government positions in the new administration and in the 115th Congress?

I and my colleagues at G&A Institute will be bringing you news, commentary and opinion, and our shared perspectives on developments.

If you would like to explore the many (more than 50) positive trends that I saw as 2016 began and proceeded on into the election season, you will find a complimentary copy of “Converging Trends!” (2016) at:http://www.ga-institute.com/research-reports/trends-converging-a-2016-look-ahead-of-the-curve.html

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Please do share with us your own thoughts where you think we might be headed in 2017, and your thoughts on the 2016 trends and their future directions — for 2017 and beyond. Do tune in to the many experts that I included in the various commentaries as they adjust to the New Normal of Washington DC.

I plan to share the individual commentaries with updates in 2017. Do Stay Tuned to G&A Institute’s Sustainability Update blog (you can register here to receive notice of new postings). You can sign on to receive the latest post at: http://www.ga-institute.com/sustainability-update-blog.html (Sharing insights and perspectives for your sustainability journey.)

Best wishes from the G&A Institute team for the New Year 2017!

 

 

The Results Are In: Sustainable, Responsible, Impact Investing by U.S. Asset Managers At All-time High — $8 Trillion!

by Hank Boerner – Chairman & Chief Strategist, G&A Institute

We have an important update for you today: The US SIF Report on “US Sustainable, Responsible and Impact Investing Trends, 2016,” was released this week.

The top line for you today: In the U.S.A., sustainable, responsible and impact (SRI) investing continues to expand — at a rapid and encouraging pace.

As we read the results of 2016 survey report, we kept thinking about the past 30 or so years of what we first knew as “socially responsible,” “faith-based,” “ethical” (and so on) approaches to investing, and that more recently we declared to be sustainable & responsible investing (SRI). And even more recently, adding “Impact Investing”).

At various times over the years we tried to visualize “how” the future would be in practical terms when many more mainstream investors embraced SRI / ESG approaches in their stock analysis and portfolio decision-making.

We’re happy to report that great progress continues to be made. It may at times have seemed to be slow progress for some of our SRI colleagues, especially the hardy pioneers at Domini, Trillium, Calvert, Zevin, Walden, Christian Brothers/CBIS, As You Sow, Neuberger Berman, and other institutions.  But looking over the past three decades, always, in both “up and down” markets, and especially after the 2008 market crash — sustainable, responsible and impact investment gained ground!

And so, we in the U.S. SRI community anxiously look forward to the every-other-year survey of U.S.A. asset owners and managers to measure the breadth and depth of the pool of assets that are managed following ESG methods, SRI approaches, etc.

Here are the key takeaways for you in the just-released survey by the U.S. Forum for Sustainable & Responsible Investment (US SIF), the trade association of the SRI community that has tracked SRI in its survey efforts since 1995-1996, and the US SIF Foundation.

2016 Survey Highlights:

• At the start of 2016, ESG (“environmental/social/governance”) factors were being considered for US$8.72 trillion of professionally-managed assets in the United States of America.

• SRI Market size: that is 20 percent / or $1-in-$5 of all Assets Under Management (AUM) / for all US-domiciled assets under professional management (that is almost $9 Trillion of the total AUM of $40.3 trillion).

• This is a gain of 33% over the total number ($6.572 trillion in AUM) in the previous US SIF survey results at the start of 2014.

• Surveyed for the 2016 report: a total of 447 institutional investors, 300 money (asset) managers, and 1,043 community investment institutions. This can be described as a diverse group of investors seeking to achieve positive impacts through corporate engagement -or- investing with an emphasis on community, sustainability or advancement of women.

Drivers: Client demand is a major driver – the U.S. asset owners hiring asset (money) management firms are increasingly focused on ESG factors for their investments — as responsible fiduciaries.

ESG Criteria: Survey respondents in the investment community had 32 criteria to select from in the survey, including E-S-G and product related activities (ESG funds); they could add ESG criteria used as well.

What is important to the investors surveyed?  The report authors cited responses such as:

• Environmental investment factors — now apply to $7.79 trillion in AUM.
• Climate Change criteria – now shape $1.42 trillion in AUM – 5 times the prior survey number.
• Clean Technology is a consideration for managers of $354 billion in AUM.
• Social Criteria are applied to $7.78 trillion in AUM.
• Governance issues apply to $7.70 trillion in AUM, 2X the prior survey.
• Product specific criteria apply to $1.97 trillion in AUM.

The Social criteria (the “S” in ESG) include conflict risk; equal employment opportunity and diversity; labor and human rights issues.

Product issues include tobacco and alcohol; these were the typically “screened out” stocks in the earlier days of SRI and remain issues for some investors today.

Mutual Funds:
Among the investment vehicles incorporating ESG factors into investment management, the survey found 519 registered investment companies (mutual funds, variable annuity funds, ETFs, closed-end funds). Total: $1.74 trillion in AUM.

Alternative Investment Vehicles:
There were 413 alternate investment vehicles identified as using ESG strategies (including private equity, hedge funds, VCs). Total: $206 billion in AUM.

Institutional Investors:
The biggie in SRI, with $4.72 trillion in AUM, a 17% increase since the start of 2014 (the last survey). These owners include public employee funds; corporations; educational institutions; faith-based investors; healthcare funds; labor union pension funds; not-for-profits; and family offices.

Community Investing:
The survey included results from 1,043 community investing institutions, including credit unions; community development banks; loan funds; VC funds. Total: $122 billion in AUM. (These institutions typically serve low-to-moderate income individuals and communities and include CDFI’s.)

Proxy Activism:
SRI players are active on the corporate proxy front: From 2014 to 2016, 176 institutional investors and 49 money managers file / co-file shareholder resolutions at U.S. public companies focused on environmental (E) or social (S) issues. (The number remains stable over the past four years, the report tells us.) The major development was that where such resolutions received 17% approval from 2007 to 2009, since 2013, 30% of resolutions received 30% or more approval.

Methodologies/Approaches:
There are five primary ESG incorporation strategies cited by US SIF: (1) Analyzing, selecting best-in-class companies, positive choices for the portfolio; (2) negative approaches / exclusionary approaches for certain sectors or industries or products by/for the fiduciary; (3) methods of ESG integration — considering various ESG risks and opportunities; (4) impact or “outcome” investing, intended to generate social (“S) or environmental (“E”) impact along with financial return; (5) selecting sustainability-themed funds of various types.

Commenting on the survey results, US SIF CEO Lisa Woll observed that as the field grows, some growing pains are to be expected. . .with the continuing concern that too often, limited information is disclosed by survey respondents regarding their ESG assets. While the number of owners and managers say that they are using ESG factors, they do not disclose the specific criteria used. (This could be, say, criteria for clean energy consideration, or labor issues of various kinds.)

The US SIF biannual survey effort began in 1996, looking at year-end 1995 SRI assets under management. In that first year, $639 billion in AUM were identified. By the 2010 report, the $3 billion AUM mark was reached. That sum was doubled by the 2014 report.

Year-upon-year, for us the message was clear in the periodic survey results: The center (the pioneering asset owner and management firms) held fast and key players built on their strong foundations; the pioneers were joined by SRI peers and mainstream capital market players on a steady basis (and so the SRI AUM number steadily grew); and investors — individuals, and institutions — saw the value in adopting SRI approaches.

Today, $1-in-$5 in Assets Under [Professional] Management sends a very strong signal of where the capital markets are headed — with or without public sector “enthusiasm” for the journey ahead in 2017 and beyond!

There is a treasury of information for you in the report, which is available at: www.ussif.org.

Congratulations to the US SIF team for their year-long effort in charting the course of SRI in 2015-2016:  CEO Lisa Woll; Project Directors Meg Voorhes of the US SIF Foundation and Joshua Humphreys of Croatan Institute; Research Team members Farzana Hoque of the Foundation and Croatan Institute staff Ophir Bruck, Christi Electris, Kristin Lang, and Andreea Rodinciuc.

2016 survey sponsors included: Wallace Global Fund; Bloomberg LP; JP Morgan Chase & Co.; Calvert Investments; TIAA Global Asset Management; Candriam Investors Group; KKR; MacArthur Foundation; Neuberger Berman; Saturna Capital (and Amana Mutual Funds Trust); Bank of America; BlackRock; CBIS (Catholic Responsible Investing); Community Capital Management Inc.; ImpactUs; Legg Mason Global Asset Management / ClearBridge Investments; Morgan Stanley Institute for Sustainable Investing; Sentinel Investments; Trillium Asset Management; Cerulli Associates; and, Walden Asset Management.

A footnote on terminology: Throughout the survey exercise and reporting, terms used include sustainable, responsible and impact investing; sustainable investing; responsible investing; impact investing; and SRI. These are used interchangeably to describe investment practices.

About US SIF:  This is a three-decade old, Washington-DC-based membership association that advances SRI to ensure that capital markets can drive ESG practices. The mission is to work to rapidly shift investment practices toward sustainability, focusing on long-term investment and the generation of positive social and environmental impacts.  SIF Members are investment management and advisory firms; mutual fund companies; research firms; financial planners and advisors; broker-dealers; non-profit associations; pension funds; foundations; community investment institutions; and other asset owners.

Governance & Accountability Institute is a long-time member organization of the U.S. Forum for Sustainable and Responsible Investment (US SIF).

As part of the G&A Institute mission, we are committed to assisting more investing and financial professionals learn more about SRI and ESG — especially younger professionals interested in adopting SRI approaches in their work.  G&A is collaborating with Global Change Advisors to present a one-day certification program hosted at Baruch College/CUNY on December 14, 2016.  Details and registration information is at: https://www.eventbrite.com/e/intro-to-corporate-esg-for-investment-finance-professionals-certification-tickets-29052781652

New Training Announcement: Introduction to Corporate Environmental, Social, Governance (ESG) for Investment & Finance Professionals Certification

- The Why and How of Applying ESG to Corporate Valuations

New York, NY (November 3, 2016) –  In response to the growing demand for sustainable investing education from asset owners, asset managers, financial analysts and other financial professionals we are pleased to announce a one-day certificate program entitled, “Introduction to Corporate Environmental, Social and Governance (ESG) for Investment and Finance Professionals.” The program is organized by Governance & Accountability Institute (G&A) in collaboration with Global Change Associates (GCA) and hosted by the Zicklin School of Business at Baruch College/CUNY.

The first all-day certification program will be presented on Thursday, December 14, 2016. The program is being hosted at Baruch College’s Newman Vertical Campus (55 Lexington Avenue) in midtown Manhattan.  The course will begin at 8 a.m. with registration and continental breakfast, leading into a full day of lectures from leaders in the sustainable investing field.  A networking lunch is included.  Participants will receive a certificate of completion from G&A and GCA at the 5 p.m. close of the seminar.

AGENDA

Arrival, Registration & Continental Breakfast

What is Corporate ESG and Why It Really Matters to Shareowners
Hank Boerner, Chairman & Co-Founder, Governance & Accountability Institute

Bridging the Perceived Gap Between Corporate Sustainability & Corporate Profitability: Materiality, Risk Management and How Top and Bottom Lines Are Affected
Louis Coppola, EVP & Co-Founder, Governance & Accountability Institute

Coffee Break and Networking

ESG Analysis, Rating, and Research
Samuel Block, Research Analyst – Investment ESG Risk, MSCI

What Investors Need to Know About the Rising Importance of Impact Investing
Kate Starr (Invited), Founder & CIO, Flat World Partners; formerly Vice President-Capital Deployment, Heron Foundation

Networking Lunch

SASB 101: About the Sustainability Accounting Standards Board (SASB) and More Effective 10-k Disclosure
Eric Kane, Sector Analyst – Health Care, SASB

Case Study of Corporate Malfeasance:  The VW Emissions Scandal
Peter Fusaro, Chairman, Global Change Associates

Break

ESG Equity Fundamentals Data Analytics
Hideki Suzuki, ESG Group, Equity Fundamentals Department, Bloomberg LP

About the Baruch CSR-Sustainability Monitor Project
Mert Demir, Ph.D. in Finance, Senior Research Associate, Weismann Center for International Business at Baruch College

Looking Beyond Corporate Sustainability & Financial Performance
Louis Coppola, EVP & Co-Founder, Governance & Accountability Institute
Peter Fusaro, Chairman, Global Change Associates
Lecturers include leading experts in the sustainable investing field and the participants will come away with an understanding of why ESG matters, and how to apply ESG to corporate valuations, reputation, risk, opportunity and other aspects of financial analysis.

For information and to register click the link below: 
https://www.eventbrite.com/e/intro-to-corporate-esg-for-investment-finance-professionals-certification-tickets-29052781652

About Baruch College (http://www.baruch.cuny.edu/)
Baruch College is a senior college in the City University of New York (CUNY) with a total enrollment of more than 18,000 students, who represent 164 countries and speak more than 129 languages. Ranked among the top 15% of U.S. colleges and the No. 5 public regional university, Baruch College is regularly recognized as among the most ethnically diverse colleges in the country. As a public institution with a tradition of academic excellence, Baruch College offers accessibility and opportunity for students from every corner of New York City and from around the world.

About Governance & Accountability Institute, Inc. (www.ga-institute.com)
Governance & Accountability Institute is a New York City-based sustainability research, consulting and educational services company working with corporate sector and investment community clients. Typical engagements include preparation of sustainability, CSR and citizenship reports; peer benchmarking on ESG issues and reporting; customized ESG research (environmental, social and governance performance); strategic materiality analysis; sustainable investor relations; corporate communications around sustainability; and assistance with stakeholder engagements. The company is the exclusive Data Partner for the Global Reporting Initiative (GRI) for the USA, UK and the Republic of Ireland.


About Global Change Associates (www.global-change.com)
Peter C. Fusaro founded Global Change Associates, Inc. in 1991 to focus on the convergence of energy and environmental financial markets. His insights have earned him the international status of “thought leader” in these markets. His advice to client companies who require expert guidance to navigate their way through the multiple impacts of clean energy, natural gas and water technologies has proven invaluable to them. The focus of GCA today is to assist in raising funds for clean energy funds as a Registered Representative and to assist in the commercialization of new energy technologies. Peter holds the highly successful Wall Street Green Summit (www.wsgts.com) now in its 16th year and held in New York City each spring.

“Shareholder Activism on Sustainability Issues” — New Harvard B-School Paper Will Further Inform Us on ESG “Materiality” and its Impacts on Companies in the Capital Markets

One of the most influential voices of the Harvard B-School faculty on corporate sustainability and sustainable investing trends is George Serafeim, the Jakurski Family Associate Professor of Business Administration.  He has teamed with Calvert and other organizations to produce a substantial, impressive body of work related to “making the investment” and “making the business” cases for both corporate managers and boards, as well as for institutional and individual investors.

In a commentary in the July 12th issue of the Harvard Business Review, he presents key highlights of a paper just published by him and his research team (Jody Grwal and Aaron Yoon) on the positive and negative affects of shareholder activism and capital market results (for affected companies).  The team looked at 2,665 proxy resolutions filed between 1997 and 2012 and presents in-depth research findings and conclusions in their paper (“Shareholder Activism on Sustainability Issues”).

The importance of “Materiality” of “G” and “ESG” issues played a key role in what happens for the target companies in the capital markets, short- and longer-term after corporate managements took action on the issues raised in engagements and where proxy campaigns resulted.

Where an ESG issue raised by shareholders was about an issue / issues that were indeed material, and corporate management responded by making changes, adjusting policies and practices and so on, there were positive results [for the company] in the capital markets. Where the issue E, S or G issue raised was im-material, management response had the opposite effect.

Why if the issue is not material and management responded (even though the shareholder resolution did not receive a majority vote) would (1) management react and (2) the capital market impact would be negative (share price declines, for example)?  The authors set out three primary reasons.

First, incentives of managers and investors were “mis-aligned,” and management may agree to initiatives that will destroy financial value because they believe they (top managers) will benefit.  Second, corporate managements struggled to really understand “material” and “immaterial” shareholder requests.  Third, management responded, taking action to divert attention away from really material issues that were problematic. (Example: a financial firm responding to a less material environmental issue (fossil fuels) to divert attention away from a material issue like making false advertising claims.)

Authors Serafeim, Grewal and Yoon caution:  while policy experts have argued that E and S issues divert the attention of senior management and directors away from more important work…we show this position is supported in case of financially immaterial ESG [shareholder] proposals.  “Our results suggest that one should be careful about over-generalizing, since a significant number of ESG proposals are financially material and associated with subsequent increase in market valuation.”  The research project findings will no doubt be carefully studied by shareholder activists in all quarters of the financial markets, whether ESG-focused or mainstream (such as hedge fund managers).

The HBR article and the comprehensive 60+ page paper with sector/industry materiality mapping, capital market charting, reference review, and other important resources, has quickly become a topic of conversation in the institutional investment community.

At G&A Institute we are having many ongoing conversations with both corporate managers and our colleagues in the investment community on “materiality,” with the information or data being discussed often viewed by “the beholder.”  (Remember the old saying, “Beauty is in the eye of the Beholder?”)  The topic of materiality is at the heart of the new sector and industry standards published by SASB, and in the fourth generation (G4) of the Global Reporting Initiative (GRI) frameworks.  Professor Serafeim’s paper will fuel further, deeper debate on the possible “real world” effects (such as impact of share price) of corporate managements’ and investors’ engagements on “material” and “im-material” issues and topics.

We share some of our thoughts on the critical issue of “materiality” and the services and resources that we provide our G&A Institute web site – check out our Materiality Assessments & Strategies services.

For a really good read on highlights of the paper, see the story below — “The Fastest-Growing Cause for Shareholders is Sustainability.”  Congratulations to Professor George Serafeim and his colleagues for publishing the important paper “Shareholder Activism on Sustainability Issues.”

The Fastest-Growing Cause for Shareholders Is Sustainability
(Wednesday – July 13, 2016)
Source: Harvard Business Review - Ask someone to name the demands that activist hedge funds make of companies and they’ll likely list corporate governance issues like board changes and executive compensation, or perhaps some form of restructuring. In fact…

Will We See Mandated Corporate Reporting on ESG / Sustainability Issues in the USA?

by Hank Boerner – Chairman – G&A Institute

Maybe…U.S. Companies Will Be Required…or Strongly Advised… to Disclose ESG Data & Related Business Information

Big changes in mandated US corporate disclosure and reporting on ESG factors may be just over the horizon — perhaps later this year? Or perhaps not…

Sustainable & responsible investing advocates have long called for greater disclosure on environmental and social issues that affect corporate financial performance (near and long-term). Their sustained campaigning may soon result in dramatic changes in the information investors and stakeholders will have available from mandated corporate filings.

We are in countdown mode — in mid-April the Securities & Exchange Commission (SEC), the agency that regulates many parts of the capital market operations and especially corporate disclosure and reporting for investors issued a Concept Release with a call for public comments.

Among the issues In focus are potential adjustments, expansions and updating of mandated corporate financial reporting. One of these involves corporate ESG disclosure. The issue of “materiality” is weaved throughout the release.

Among the many considerations put forth by SEC: expanding corporate disclosure requirements for corporate financial and business information to include ESG factors, and to further define “materiality.” Especially the materiality of ESG factors.

The comment period is open for you to weigh in with your opinion on corporate ESG disclosure and reporting rules — or at least strong SEC guidance on the matter.

SEC has been conducting a “Disclosure Effectiveness Initiative,” which includes looking at corporate disclosure and reporting requirements, as well as the forms of presentation and methods of delivery of corporate information made available to investors. (Such as corporate web site content, which most feel needs to be updated as to SEC guidance.)

The umbrella regulatory framework — “Regulation S-K” — has been the dominant approach for corporate reporting since 1977 has been the principal repository (in SEC lingo) for filing corporate financial and business information (such as the familiar 10-K, 10-Q, 8-K, etc.).

Investors Want More Corporate ESG Information

For a number of years now, investment community players have urged SEC to look at mandating or offering strong guidance to public company managements to expand disclosure and reporting to substantially address what some opponents conveniently call “non-financial,” or “intangible” information. An expanding base of investors feel just the opposite — ESG information is quite tangible and has definite financial implications and results for the investor. The key question is but how to do this?

Reforming and Updating Reg S-K

In December 2013 when the JOBS Act (“Jumpstart Our Business Startups”) was passed by Congress, SEC was charged with issuing a report [to Congress] on the state of corporate disclosure rules. The goal of the initiative is to improve corporate disclosure and shareholders’ access to that information.

The Spring 2016 Concept Release is part of that effort. The SEC wants to “comprehensively review” and “facilitate” timely, material disclosure by registrants and improve distribution of that information to investors. Initially, the focus is on Reg S-K requirements. Future efforts will focus on disclosure related to disclosure of compensation and governance information in proxy statements.

Asset managers utilizing ESG analytics and portfolio management tools cheered the SEC move. In the very long Concept Release – Business and Financial Disclosure Required by Regulation S-K, at 341 pages — there is an important section devoted to “public policy and sustainability” topics. (Pages 204-215).

ESG / Sustainability in Focus For Review and Action

In the Concept Release  SEC states: In seeking public input on sustainability and public policy disclosures (such as related to climate change) we recognize that some registrants (public companies) have not considered this information material.

Some observers continue to share this view.

The Concept Release poses these questions as part of the consideration of balancing those views with those of proponents of greater disclosure including ESG information:

• Are there specific public policy issues important to informed voting and investment decisions?

• If the SEC adopted rules for sustainability and public policy disclosure, how could the rules result in meaningful disclosures (for investors)?

• Would line items about sustainability or public policy issues cause registrations to disclose information that is not material to investors?

• There is already sustainability and ESG information available outside of Commission (S-K) filings — why do some companies publish sustainability, citizenship, CSR reports…and is the information sufficient to address investor needs? What are the advantages and disadvantages of these types of reports (such as being available on corporate web sites)?

• What challenges would corporate reporters face if ESG / sustaianbility / public policy reporting were mandated — what would the additional costs be? (Federal rule making agencies must balance cost-benefit.)

• Third party organizations — such as GRI and SASB for U.S. company reporting — offer frameworks for this type of reporting. If ESG reporting is mandated, should existing standards or frameworks be considered? Which standards?

The Commission has received numerous comments about the inadequacy of current disclosure regarding climate change matters. And so the Concept Release asks: Are existing disclosure requirements adequate to elicit the information that would permit investors to evaluate material climate change risk? Why — or why not? What additional disclosure requirements– or SEC guidance — would be appropriate?

Influential Voices Added to the Debate

The subject of expanded disclosure of corporate ESG, sustainability, responsibility, citizenship, and related information has a number of voices weighing in. Among those organizations contributing information and commentary to the SEC are these: GRI; SASB; Ceres; IEHN; ICCR; PRI; CFA Institute; PWC; E&Y; ISS; IIRC; BlackRock Institute; Bloomberg; World Federation of Exchanges; US SIF.

The overwhelming view on record now with SEC is that investor consideration of ESG matters is important and that change is needed in the existing corporate reporting and disclosure requirements. You can add your voice to the debate.

For Your Action:

I urge your reading of the Concept Release, particularly the pages 204 through 215, to get a better understanding of what is being considered, especially as proposed by proponents; and, I encourage you to weigh in during the open public comment period with your views.

You can help to ensure the SEC commissioners, staff and related stakeholders understand the issues involved in expanding corporate disclosure on ESG matters and how to change the rules — or offer strong SEC guidance. Let the SEC know that ESG information is needed to help investors better understand the risks and opportunities inherent in the ESG profiles of companies they do or might invest in.

SEC rules or strong guidance on ESG disclosure would be a huge step forward in advancing sustainability and ESG consideration by mainstream capital market players.

Information sources:

The SEC release was on 13 April 2016; this means the comment period is open for 90 days, to mid-July.

Helpful Background For You

Back in 1975 as the public focus on environmental matters continued to increase (all kinds of federal “E” laws were being passed, such as the Clean Air Act and Clean Water Act), stakeholders asked SEC to address the disclosure aspects of corporate environmental matters.

The initial proposal was deemed to have exceeded the commission’s statutory authority.

In 1974 the ERISA legislation had been passed by Congress, and pension funds, foundations and other fiduciaries were dramatically changing the makeup of the investor community, dwarfing the influence of one once-dominant individual investor. After ERISA and the easing of “prudent man” guidelines for fiduciaries, institutional investors rapidly expanded their asset holdings to include many more corporate equities.

And the institutions were increasingly focused on the “E,” “S” and :”G” aspects of corporate operations — and the real or potential influence of ESG performance on the financials. Over time, asset owners began to view the company’s ESG factors as a proxy for (effective or not) management.

While the 1975 draft requirements for companies to expand “E” and “S” information was eventually shelved by SEC, over the years there was a steady series of advances in accounting rules that did address especially “E” and some “S” matters.

FAS 5 issued by FASB in March 1975 addressed the “Accounting for Contingency” costs of corporate environmental liability FASB Interpretation FIN 14 regarding FAS 5 a year later (September 1976) addressed interpretations of “reasonable estimations of losses.” SEC Staff Bulletins helped to move the needle in the direction of what sustainable & responsible investors were demanding. Passage of Sarbanes-Oxley statutes in July 2002 with emphasis on greater transparency moved the needle some more.

But there was always a lag in the regulatory structure that enables SEC to keep up with the changes in investment expectations that public companies would be more forthcoming with ESG data and other information. And there was of course organized corporate opposition.

(SEC must derive its authority from landmark 1933 and 1934 legislation, expansions and updates in 1940, 2002, 2010 legislation, and so on. Rules must reflect what is intended in the statutes passed by Congress and signed into law by the President. And opponents of proposals can leverage what is/is not in the laws to push back on SEC proposals.)

There is an informative CFO magazine article on the subject of corporate environmental disclosure, published September 9, 2004, after the Enron collapse, two years after Sarbanes-Oxley became the law of the land, and 15+ years after the SEC focused on environmental disclosure enhancements. Author Marie Leone set out to answer the question, “are companies being forthright about their environmental liabilities?” Check out “The Greening of GAAP” at: http://ww2.cfo.com/accounting-tax/2004/09/the-greening-of-gaap/

And we add this important aspect to corporate ESG disclosure: Beginning in 1990 and in the years that followed, the G1 through G4 frameworks provided to corporate reporters by the Global Reporting Initiative (GRI) helped to address the investor-side demand for more ESG information and the corporate side challenge of providing material information related to their ESG strategies, programs, actions and achievements.

The G&A Institute team sees the significant progress made by public companies in the volume of data and narratives related to corporate ESG performance and achievements in the 1,500 and more reports that we analyze each year as the exclusive data partner for The GRI in the United States, United Kingdom, and The Republic of Ireland.

We have come a very long way since the 1970s and the SEC Concept Release provides a very comprehensive foundation for dialogue and action — soon!

Please remember to take action and leave your comments here:

http://www.sec.gov/rules/concept.shtml

Norway – Sovereign Wealth Giant & Activist Investor Focused on Corporate Sustainability & Responsibility

Many nations have created what can be defined as a “Sovereign Wealth Fund,” which hold assets in portfolio that are supposed to benefit the entire population, and usually, future generations of the country’s citizens. The first such fund was launched in 1954 by the oil-producing nation of Kuwait.  Today, the largest such “SWF” is that of Norway – officially, the Norway Government Pension Investment Fund – with “wealth” now approaching US$1 trillion in Assets Under Management.

The Fund, managed by Norges Bank, invests in literally thousands of public companies.  Consider:  The fund invests in 9,000 companies in 75 countries (1.3% of the world’s listed companies; 2.4% of Europe’s listed companies).  The funds come from Norway’s North Sea oil royalties.

This is an activist investor:  Last year the SWF divested shares in 73 companies because of environmental and governance issues – the news comes from the Fund’s second annual sustainable investing report.  The Norway SWF is an activist investor, voting against 9,000 company-backed proxy resolutions (including votes at Apple, ExxonMobil, Sanofi, Anheuser-Bush InBev, Toyota, and General Electric).

As the Financial Times’ Nordic & Baltic reporter Richard Milne explains in his report, “The disclosures come as part of the oil fund’s second report on responsible investing…detailing its aspiration to use its growing weigh in financial markets to push companies towards good corporate behavior.”

The G&A Institute team has been monitoring SWFs for almost 10 years, as the assets – and influence — of this important sector of the institutional investment community grows and grows.  Not many SWFs could be characterized as sustainable & responsible investors, but the Norway fund example is at least favorably referenced by some other national funds when they describe their own “sustainable investing” activities.

Collectively, the SWF community owned/managed US$7 trillion in AUM as of December 2015, according to the Sovereign Wealth Funds Institute.   (Norway Fund was $825 billion; Abu Dhabi, long the largest SWF, was at $773 billion.)

Other large SWFs are owned by governments of China; Korea; Qatar (and other oil-producing states).  Oil – fossil fuel, legacy fuel – is an important factor in building this type of national wealth.  Norway’s fund states:  “The [Fund] is saving for future generations in Norway. One day the oil will run out, but the return on the fund will continue to benefit the Norwegian population.”

G&A’s SustainabilityHQ web platform tracks the activities of the world’s SWFs and presents headlines of fund activities. The profiles of the SWFs is part of our asset owner/manager profiling resources (part of G&A’s “Big Data”) used for customized research for clients.  Norway is our north star — look at what this Nordic giant is doing and “imagine” in John Lennon’s terms, what might be if many other SWFs followed its lead in responsible investing!

Read more about the Norway Sovereign Wealth Fund in the story below. And tune in to SWFs – we track news of this category of asset owner/manager every day using our SHQ platform tools.

Norway’s oil fund sells 73 stakes on sustainability concerns
(Thursday - February 04, 2016)
Source: FT.com - Norway’s $810bn oil fund sold out of 73 companies last year due to environmental and governance issues as the world’s largest sovereign wealth fund stepped up its work on responsible investing.

Dodd-Frank Act at 5 Years – Not Quite Done in Rulemaking

by Hank Boerner – Chairman – G&A Institute

So Here We Are Five Years on With The Dodd-Frank Act

Summer’s wound down/autumn is here  – while you were sunning at the beach or roaming Europe, there was an important anniversary here in the U.S.A. That was the fifth anniversary of “The Dodd-Frank Act,” the comprehensive package of legislation cobbled together by both houses of the U.S. Congress and signed into law by President Barack Obama on July 21, 2010.

The official name of the Federal law is “The Dodd-Frank Reform and Consumer Protection Act,” Public Law 111-203, H.R. 4173. There are 15 “titles” (important sections) in the legislative package addressing a wide range of issues of concern to investors, consumers, regulators, and other stakeholders.

Remember looking at your banking, investment and other financial services statements …in horror…back in the dark days of 2008-2009?

The banking and securities market crisis of 2008 resulted in an estimated losses of about US$7 trillion of shareholder-owned assets, as well as an estimated loss of $3 trillion ore more of housing equity, creating an historic loss of wealth of more than $10 trillion, according to some market observers.

That may be an under-estimation if we consider the wide range of very negative ripple effects worldwide that resulted from [primarily] reckless behavior in some big investment houses and bank holding companies…rating agencies…and then there were regulators dozing off…huge failures in governance by the biggest names in the business…and therefore the ones that investors would presumably place their trust in.

In response to the 2008 market, housing and wealth crash, two senior lawmakers — U.S. Senator Christopher Dodd of Connecticut and Congressman Barney Frank of Massachusetts — went to work to enact sweeping legislation that would “reform” the securities markets, address vexing issues in investment banking practices, and “right wrongs” in commercial banking, and consumer finance services. (Five years on, both are retired from public office. Congressman Frank is still vocal on the issues surrounding Dodd-Frank.)

After more than a year of hearings – and intense lobbying on both sides of the issues — the The Dodd-Frank Act became the Law of the Land — and the next steps for the Federal government agencies that are charged with oversight of the legislation was development of rules to be followed.

So — in July, we observed the fifth anniversary of Dodd-Frank passage. I didn’t hear of many parties to celebrate the occasion. Five years on, many rules-of-the-road have been issued — but a significant amount of rule-making remains unfinished.

Yes, there has been a lot of work done: there are 22,000-plus pages of rules published (after public process), putting about two-thirds of the statutes to work. But as we write this, about one-third of Dodd-Frank statutes are not yet regulatory releases — for Wall Street, banks, regulators and the business sector to follow.

Is The Wind At Our Back – or Front?

What should we be thinking regarding Dodd-Frank half-a-decade on? Are there positive results as rules get cranked out — what are the negatives? What’s missing?

We consulted with Lisa Woll, the CEO of the influential Forum for Sustainable & Responsible Investment (US SIF), the asset management trade association whose members are engaged in sustainable, responsible and impact investing, and advance investment practices that consider environmental, social and governance criteria.

She shared her thoughts on D-F, and progress made/not made to date: “Congress approved the Act following one of the worst financial crises in our country. The 2008 crash impacted the lives of millions of Americans who lost their homes, jobs and retirement savings. The Dodd-Frank Act helped to bring about much-needed accountability and transparency to the financial markets.”

Examples? Lisa Woll thinks one of the most important achievement was creation of the Consumer Financial Protection Bureau (CFPB), “which is up and running and now one of the most important agencies providing relief to consumers facing abuse from creditors.” She points out that CFPB has handled more than 677,000 complaints since it opened its doors four years ago.

Put this in the “be careful what you wish for” category: You may recall that the buzz in Washington power circles was that Harvard Law School professor Elizabeth Warren was slated to head the new bureau – -which was a concept championed by her. Fierce financial service industry opposition and Republican stonewalling prevented that appointment. Elected Senator from Massachusetts on November 6, 2012, she is now mentioned frequently in the context of the 2016 presidential race.

Continuing the discussion on Dodd-Frank, US SIF’s Lisa Woll points to a recently released regulatory rule that addresses CEO-to-work pay-ration disclosure. This is a “Section” of the voluminous Dodd-Frank package requiring publicly-traded companies (beginning in 2017) to disclose the median of annual total compensation of all employees except the CEO, the total of the CEO compensation, and the ratio of the two amounts.

Says Lisa Woll: “Disclosure of the CEO-to-worker pay ratio is a key measure to ensure sound corporate governance.”

She says in general US SIF members are pleased that the Securities & Exchange Commission (SEC) rule applies to U.S. and non-U.S. employees, as well as full-time, part-time, seasonal and temporary workers employed by the company or any consolidated subsidiaries, with some exceptions: “The rule will provide important information about companies’ compensation strategies and whether CEO pay is out of balance in comparison to what the company pays its workers. Those will be measurable results.”

What Doesn’t Work/ or May be Missing in D-F?

CEO Woll says investors were disappointed that the pay ratio provision (CEO-to-worker) did not include smaller companies and that up to five percent of non-U.S. employees may be excluded from reporting. Her view: “High pay disparities within companies can damage employee morale and productivity and threaten a company’s long-term performance. In a global economy, with increased outsourcing, comprehensive information about a company’s pay and employment practices is material to investors.”

The Conflict Minerals Rule

Another positive example offered by Lisa Woll: The Dodd-Frank Act requirement that companies report on origin of certain minerals that are used, and that originate in conflict zones such as the Democratic Republic of the Congo. (Section 1502 of Dodd-Frank instructed SEC to issue rules to companies to disclose company use of conflict minerals if those minerals are “necessary to the functionality or production of a product manufactured by the company”. This includes tantalum, tin, gold or tungsten.)

Lisa Woll observes: The submission of these reports exposes operational risks that are material to investors. Last year 1,315 companies submitted disclosures, according to Responsible Sourcing Network. We continue to urge more corporate transparency in conflict minerals reporting.”

Dodd-Frank Rule Making Scorecard

The US SIF CEO notes that of 390 rules required to be enacted, 60 rules have yet to be finalized and another 83 have not even been proposed, according to law firm Davis Polk & Wardell LP.

Woll: “One example is the Cardin-Lugar Amendment, requiring any U.S. or foreign company trading on a U.S. stock exchange to publicly disclose resource extraction payment made to governments on a project basis. We are still waiting for SEC to complete the rule.”

CEO Woll sees the ongoing effort by some members of the U.S. Congress to undermine or weaken The Dodd-Frank Act as “very concerning,” and putting investors at risk. “In my own work with our asset management members, I am seeing positive effects in that they have greater access to information in order to make an investment decision in companies. The examples are rules around transparency and disclosure. At the same time, asset managers lack access to information in a number of areas where rules are still pending, such as payment disclosures to companies by extractive companies.”

Of rules not yet adopted (or addressed), Lisa Woll urges continued work by SEC: “We hope to see more of the rules finalized so that we can move toward more transparent financial markets and a more sustainable economy.”

# # #

Notes: The Forum for Sustainable & Responsible Investment (US SIF) is an asset management trade association based in Washington, D.C. Member institutions include Bank of America, UBS Global Asset Management, Bloomberg, Calvert Investments, Legg Mason, Domini Social Investments, Cornerstone Capital, Walden Asset Management, and many other familiar names.

Members are engaged in sustainable, responsible and impact investing, and advance investment practices that consider environmental, social and governance criteria. Lisa Woll has been CEO since 2006.

Disclosure: G&A Institute is a member organization of US SIF and team members participate in SIRAN, the organization’s “Sustainable & Responsible Research Analyst Network.”) Other SIF entities include The International Working Group; Indigenous Peoples Working Group; and Community Investing Working Group. Information is at: http://www.ussif.org/

Movers & Shakers in Shareholder Activism — Watch the 2015 Proxy Season and ICCR

by Hank Boerner – Chairman, G&A Institute

For more than 35 years, the Interfaith Center on Corporate Responsibility (ICCR) has been in the forefront of pressing for changes and reforms in corporate policies, practices and behaviors. This is a coalition of 300 institutional investment organizations — mainly faith-based and “values-driven” institutions — directly managing US$100 billion in assets.

Members include major religious denominations, sustainable & responsible investing organizations, foundations, unions, colleges & universities, and social issue advocacies.

ICCR through its long0-term activism and corporate engagement — especially in proxy season and importantly, year-round — influences many billions of dollars more in AUM in the US and global capital markets.

Issues on focus for ICCR members in 2014 included:

Corporate Governance — a traditional/perennial set of concerns; this includes separation and chair and CEO positions, and independence of board members;

The Environment – especially global warming / climate change and environmental justice;

Food – access to nutritious food, ag & land use, use of antibiotics in meat animals, food & sustainability…and more; note that for ICCR, food issues include the impact of climate change on growing areas (such as flooding and droughts);

Global Health – access to medicines by people in less-developed economies is a long-standing concern of members, who over the decades have engaged with pharma companies change marketing practices;

Human Rights — increasingly in recent years the focus on corporate supply chain behaviors, policies, and actions has increased;

Water – this ties in to human rights and access to water is a key factor; also, the trend to privatization of water supply is an important focus;

Financial Services – responsible lending was in focus long before the major banks took on too much risk and led the nation into crisis with subprime lending shenanigans; as investors, ICCR members are focused on “risk” as much and perhaps more than many mainstream institutions.

Big issues for ICCR members in recent years includes the focus on corporate political spending (lobbying, contributions); and, strategies / policies / actions / disclosures (and especially lack thereof) on the part of companies in member investment portfolios.

Says the coalition:  “ICCR members advocate for greater transparency around how company resources are used to impact elections, regulations and public policy.”

ICCR through member organizations engages with corporate boards and managements to discuss issues of importance to members, who operate in “a multi-stakeholder collaboration.”  Typically, brand names among public companies are the enterprises engaged for discussion.  Changes made at the brand names will eventually affect (and result in change) for more companies in the industry or sector or geography.

At G&A Institute we have long had a collaborative relationship with ICCR and see [ICCR] actions as important sustainable investment leadership positioning by key institutional and individual investors on ESG issues — especially in the annual corporate proxy voting seasons.

Recently Al-Jazeera America network broadcast an informative segment featuring ICCR leadership –the program interviews feature Sister Pat Daly (leader of the Tri-State Coalition for Responsible Investment), Sister Barbara Aires (Sisters of Charity of Paterson NJ), and ICCR Chair Father Seamus Finn, OMI (Missionary of Oblates of Mary Immaculate).

Father Finn is a regular contributor to The Huffington Post — his very readable posts are at: http://www.huffingtonpost.com/rev-seamus-p-finn-omi/

Sister Pat, the segment reported, filed 20 proxy resolutions and had corporate engagement meetings in 2014.

The segment is available on line at:  https://ajam.app.boxcn.net/s/7bkt7oc4mpymnfuow3g3

Worth noting:  In December, JP Morgan Chase released a report on changes in how the company does business; ICCR member institutions invested in JPMC welcomed the public release of the report.

Stay Tuned to ICCR in the new year — it’s an important capital markets force…”Inspired by faith, committed to action.”

ICCR is led by Executive Director Laura Berry; you can learn more about her at:   https://www.youtube.com/watch?v=HJ4PzEpyiD4; information on ICCR is at:  www.iccr.org

 

Corporate Human Rights Performance — Benchmarking and Ranking of Global Companies

by Hank Boerner – G&A Institute

Interesting news out of Switzerland today — the first wide scale project to rank up to 500 global companies on their human rights performance was launched, and corporate human rights performance in key sectors will be researched and ranked over the coming months.  The first sectors in focus are Agriculture, Apparel, Extractives, and Information and Communications Technology.

This is the new Corporate Human Rights Benchmark (“CHRB”).

The organizers of the long-term project include Aviva Investors; Business and Human Rights Resource Center; EIRIS; the Institute for Human Rights and Business; and VBDO (a sustainable investment forum for SR investors in the Netherlands).  The Corporate Roundtable (ICAR) has endorsed the project.

In announcing the project, the organizers said that investors, companies and consumers are increasingly aware of the impacts of business on human rights.  The project will share the first publicly-available (open source) information on corporate policies, processes and performance on human rights…including what managements are doing to address negative impacts, and what they can do to scale resources.

Among recent positive developments the organizers citied:

  • A year after the Rana Plaza factory fire in Bangladesh, the Bangladesh Accord has spurred on greater transparency, with increased public reporting on factory inspections.
  • Beverage industry giants Coca Cola Company and PepsiCo have committed to Zero Tolerance policies on “land grabs.”
  • The European Union is committed to restricting exports of spyware surveillance technologies because of human rights concerns.
  • The recently-adopted Conflict Mineral legislation in the United States has resulted in a 65% drop in armed groups profiting from illegal mining trade.

Backgrounds of the partnering organizations in the project:

  • Aviva Investors – global asset management business, and part of Aviva plc, one of the UK’s largest insurance services providers.
  • Business and Human Rights Resource Centre – international NGO that tracks human rights impact of 5,600 companies in 180+ countries, with information available in 7 languages.
  • Calvert Investments - influential US investment management firm and long-time recognized leader in advancing sustainable & responsible investment strategies.
  • EIRIS – global leader in ESG research and SRI strategies (UK based with members in the EU).
  • Institute for Human Rights and Business – global “think and do” tank, providing “impartial space for dialogue to deepen understanding of human rights challenges and the [appropriate] role of business.”
  • VBDO – The Dutch association of institutional investors promoting  sustainable development; members consider both financial and ESG criteria for their investments.

Over the next 3 years the 6 organizations — organized as the “CHRB Steering Group” — will conduct a worldwide “consultation” on the methodology and results with diverse stakeholders, and collect and release information on 500 companies’ human rights performance.  The information will be open source, and available to company managements, investors, the public sector, local communities, and NGOs.

Steve Waygood of Aviva Investors commented:  “Our benchmark will introduce a positive competitive environment and companies try to race to the top of the annual ranking.  [The effort] will also shine a light on those [companies] where performance needs to improve.

“It took more than 60 years from the signing of the Universal Declaration of Human Rights before the UN Guiding Principles on Business and Human Rights were developed.

“We believe that within 6 years of their approval, we can help to make these Guiding Principles routine corporate practice through the development and use of the Benchmark.”

Information is available through EIRIS:  contact is Stephen Hine, head of Responsible Investment Development – Stephen.hine@eiris.org

Note that the team at Governance & Accountability Institute identifies, tracks and monitors third party recognitions of companies for a variety of [their] achievements. These include scores, rankings, ratings, and “best of” lists.  This is definitely a growth business, and the third party actions can have influence on a company’s reputation and capital markets valuation.  Investors and other third parti4s will be watching the new human rights benchmarking as the project moves forward.

The Holy Land Principles for US Companies — Campaign for Fair Employment in Israel and Palestine

by Hank Boerner – Chairman G&A Institute

Important note: We published this on 2 December…please note in third and fourth paragraphs important clarifications as of 4 December based on input from Father Sean McManus.

Investors and companies will be keeping watch on a new campaign gaining momentum that is advocating for fair employment policies and practices by US companies doing business in Israel and Palestine.

At the center of the campaign are the Holy Land Principles for companies doing business there.

Clarification:  All 546 U.S. companies doing business in Israel and/or Palestine are receiving communications from the Principles advocates.  The package sent to CEOs included a “pamphlet” with and other background on the issue along with a copy of organizer Father Sean McManus’s updated memoir, “My American Struggle for Justice in Northern Ireland…and the Holy land.”

To date, three U.S public companies — Intel, GE and Corning — have received shareholder resolutions urging the companies to sign on to the Principles on behalf of the Holy Land Principles organizers for 2015 shareholder votes.  The filers are Harrington Investors ((Intel); Cardinal Resources (General Electric); Corning (Jim Boyle).

This campaign is reminiscent of two prior successful investor and advocate campaigns:  the struggle to eliminate South Africa’s official Apartheid policies and  structured discrimination practices, and the campaign to end anti-Catholic worker discrimination practices in Northern Ireland.  Both campaigns involved corporate fair employment issues in those countries.

This new campaign may touch some nerves of people on hearing the news because it may appear to be political — but the organizers stress that only one issue is involved:  fair employment by US companies.  Global or domestic politics aside, the campaign organizers say that this is the most basic, proper thing for American investors to be concerned about.

And, they stress, this is an American campaign, not a Palestinian or Israel campaign. and is restricted to employment conditions in the Holy Land — universally called that because it is home to three of the world’s major faiths — Judaism, Christianity and Islam.

The Principles campaign is centered on inviting American companies operating in the Holy Land to sign on to the Holy Land Principles — it is essential to note up front that the Principles do not call for quotas, reverse discrimination, dis-investment, divestment, or boycotts.

There are important precedents for this type of issue advocacy campaign.  US companies operating in South Africa and later, Northern Ireland were pressured over years in focused campaigns by investors, issue advocates and a number of US governmental jurisdictions to embrace fair employment practices in those countries.

In focusing on the policies of US companies doing business in Israel and Palestine, of course there may be sensitive issues raised (political, statecraft, religious, ethnic, etc. ).  This is understandable; we offer some background may help to put the campaign in context.

Background to help in understanding the Holy Land Principles:

The Holy Land is spiritual home to three of the world’s great monotheistic religious: in order of evolvement, Judaism, Christianity, Islam.

It is ironic to think that for hundreds of years, yea, for millennia, this relatively tiny land at the eastern edge of the larger Middle East region [that] is considered to be holy, fervently revered by literally billions of people (the faithful) …has been a battleground for various faiths, tribes, outside empires (Roman, Ottoman, British), and more recently, between regional states / nations and nascent states in formation.

Leaders of powerful nations watch or involved in the ongoing efforts to bring peace to the Holy Land and to settle the conflict that has haunted the Holy Land for the past 60+ years. The Palestinian population seeks to create their own state, and the US and other nations have encouraged a “two-state” solution (the State of Israel and a new State of Palestine).

Of course, this is a complicated corner of the world.  The State of Israel is the thriving democracy in the midst of numerous failed states in the region, or states now or previously ruled by monarchies or despots.  And the State of Israel for all of its years since founding the United States and Israel have been allies.

In the case of the MacBride Principles campaign for fair employment in Northern Ireland’s 6 countries (considered part of the United Kingdom), the UK was also a long-time American ally — but in no way did the MacBride Principles campaign vitiate the integrity of the Principles or the reasonableness of the request, the organizers point out.  The campaign never addressed the partition of Ireland, Irish independence, and other thorny political issues.

Similarly, the Holy Land Principles organizers take no position on the issues of one state, two states, refugees, settlements, United Nations resolutions, or issues beyond fair employment practices of US companies doing business in Israel and Palestine.  These are for other parties to address.

The 2014 Campaign Addresses Elements of Holy Land Social Justice Issues – With the MacBride Principles as Model

The campaign organizers point out there were discrimination issues in the six counties of Northern Ireland where the Roman Catholic minority was not being treated fairly by the Protestant majority.   The recent “Troubles” began in the late 1960s and civil unrest and strife continued on to the “Good Friday Agreement” brokered by the US in 1998.

Investors and social justice advocates in the USA created the MacBride Principles, a corporate code of conduct for US companies doing business in Northern Ireland and the standards for actions by the US Congress.

The “Easter” agreement ended the civil war between the United Kingdom’s security forces and Irish political loyalists and armed paramilitary forces (more than 3,500 people died during the conflict).

After years of campaigning, American companies signed on to the MacBride Principles for their Northern Ireland operations.

In a December 1997 post on the Human Rights Library of the University of Minnesota, Father Sean McManus, President of the Irish National Caucus, explained:  “…there are 80 publicly-traded US companies in Northern Ireland and many, because of the systematic practice and endemic nature of anti-Catholic discrimination [the companies] are subsidizing discrimination…”

At that writing 44 US companies agreed to “make all lawful efforts to implement the fair employment practices embodied in the MacBride Principles for their Northern Ireland operations.”  The list of those companies and more information is at: http://www1.umn.edu/humanrts/links/macbride.html

A total of 116 companies have to date signed on to the MacBride Principles — the reference materials can be found on the web site: www.HolyLandPrinciples.org.

Father Sean McManus — the same man who launched the MacBride Principles on November 4, 1984 –is also President of the Holy Land Principles (based in Washington, DC) and is still President of the Irish National Caucus.  He is calling on US SRI investors to support the “just, moderate and eminently reasonable Holy Land Principles.”

The Principles, he points out, do not call for quotas, reverse discrimination, dis-investment, or boycotts.  (All of these strategies are hugely unpopular among certain stakeholders.)  They do call for fair employment by American companies.  He describes the Principles as pro-Jewish, pro-Palestinian, pro-company.

Father McManus points out that the Holy Land Principles are based on the success of the MacBride Principles — “now universally regarded as having played a most effective role in promoting equality, justice and peace in Northern Ireland.”

To date, Father McManus reports that one US company has signed on to the Holy Land Principles:  Oxygen Biotherapeutics. OXBT is a specialty pharmaceutical company focused on developing and commercializing a portfolio of products for the critical care market.  In September the Company received shareholder approval to change the Company name to Tenax Therapeutics, Inc.

Is Father McManus discouraged by slow progress?  No – he explains that it took five years for the first US company to sign the McBride Principles.  He adds: “Holy Land Principles is in it for the long haul.  We know the companies will be persuaded sooner or later to sign the Principles. We just urge them to do it sooner rather than later and be on the right side of history, which dictates that American principles should follow American investment.”

By Father McManus’s count, there are 546 American companies operating in the Holy Land; a complete list he assembled is available at:  HolyLandPrinciples.org

The MacBride Principles has had positive, long-term effect.  In November, New York State Comptroller Thomas DiNapoli visited Northern Ireland and spoke with Irish News. The newspaper reported that the recently re-elected comptroller (who is sole trustee of the US$180 billion state pension fund) pointed out that the NYS Common Fund had investment capital set aside for Northern Ireland. It is important for the political institutions of Northern Ireland to remain stable to ensure the north is attractive to investors.”

MacBride Luminaries:  During the campaign to have companies adopt the MacBride Principles, individuals and jurisdictions voicing support included President Bill Clinton; US Senator Bob Dole; NYC Mayor Rudy Giuliani; NYS Governor Mario Cuomo; Boston Mayor Raymond Flynn (later, ambassador to the Vatican); and 16 states passing MacBride legislation (including New York).

Quo Vadis, Holy Land Principles?

Going forward into the 2015 proxy season we will see where and how the Holy Land Principles may make an impact in the American corporate sector, and in the capital markets.  This is a new campaign seeking to gain traction,  characterized as a “moral appeal” by the Father McManus and the campaign managers.

Intel is in focus and the organizers have created a 29-page pamphlet: “Why Intel Should Sign the Holy Land Principles.” Similar reports have been prepared about GE and Corning.  Activist investor Harrington Investors has filed a resolution with Intel for the 2015 annual meeting of shareholders; similar resolutions are filed at GE and Corning.  The campaign organizers are inviting voting support by other investors.

Intel, says Father McManus, has 10,000 employees and billions of dollars invested in the Holy Land.

On a positive note, Father McManus points out that the “Intel and the 546 US companies have certain fair employment guidelines already in place…but with the MacBride Principles [experience] it was not until the companies sign on that real progress was made in discrimination…:

It’s interesting to speculate:  Will US companies agreeing to the Holy Land Principles help to make a difference in debate about the future peace efforts in the region? Time will tell; what is immediately  important to the US companies as they consider the invitation to sign on to the Principles:  What happens if they (a) sign on or (b) ignore or brush off the request to agree to this new code of conduct?

American CEOs and boards of at least 546 companies no doubt will be watching the progress of the Holy Land Principles every closely.  As will the investment community, and issue advocates, keeping in mind the American social justice campaigns in South Africa and Northern Ireland that changed the course of history.