News From the Sustainability Front as The Trump White House Makes Controversial Moves on ESG Issues — Actions and Reactions

by Hank Boerner – Chair/Chief Strategist – G&A Institute

February 23, 2017
Forward Momentum! – Sustainability 2017

Are you like many of us having sleepless nights and anxiety spells as you watch the antics of the Trump White House and the creeping (and similarly moving-backwards) effects into the offices of important Federal agencies that the Administration is taking over?

Consider then “other news” — and not fake news, mind you, or alt-news — but encouraging real news that is coming from OTHER THAN the Federal government.

We are on track to continue to move ahead in building a more sustainable nation and world — despite the roadblocks being discussed or erected that are designed to slow the corporate sustainability movement or the steady uptake of sustainable investing in the capital markets.

Consider the Power and Influence of the Shareowner and Asset Managers:

The CEO of the largest asset manager in the world — BlackRock’s Larry Fink — in his annual letters to the CEOs of the S&P 500 (R) companies in January said this: “Environmental, social and governance (ESG) factors relevant to a company’s business can provide essential insights into management effectiveness and thus a company’s long-term prospects. We look to see that a company is attuned to the key factors that contribute to long-term growth:
(1) sustainability of the business model and its operations; (2) attention to external and environmental factors that could impact the company; (3) recognition of the company’s role as a member of the communities in which it operates.

A global company, CEO Fink wrote to the CEOs, needs to be “local” in every single one of its markets. And as BlackRock constructively engages with the S&P 500 corporate CEOs, it will be looking to see how the company’s strategic framework reflects the impact of last year’s changes in the global environment…in the ‘new world’ in which the company is operating.

BlackRock manages US$5.1 trillion in Assets Under Management. The S&P 500 companies represent about 85% of the total market cap of corporate equities.  Heavyweights, we would say, in shaping U.S. sustainability.

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As S&R investment pioneer Steve Viederman often wisely notes, “where you sit determines where you stand…” (on the issues of the day).  More and more commercial space users (tenants and owners) want to “sit” in green spaces — which demonstrates where they “stand” on sustainability issues.

Consider:  In the corporate sector, Retail and other tenants are demanding that landlords provide “green buildings,” according to Chris Noon (Builtech Services LLC CEO). The majority of his company’s construction projects today can easily achieve LEED status, he says (depending on whether the tenant wanted to pursue the certification, which has some cost involved). The company is Chicago-based.

This is thanks to advances in materials, local building codes, a range of technology, and rising customer-demand.

End users want to “sit” in “green buildings” — more than 40% of American tenants recently surveyed across property types expect now to have a “sustainable home.” The most common approaches include energy-saving HVAC systems, windows and plumbing. More stringent (local and state) building codes are also an important factor.

Municipalities — not the Federal government — are re-writing building codes, to reflect environmental and safety advances and concerns. Next week (Feb 28) real estatyer industry reps will gather in Chicago for the Bisnow’s 7th Annual Retail Event at the University Club of Chicago to learn more about these trends.

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Institutional investors managing US$17 trillion in assets have created a new Corporate Governance framework — this is the Investor Stewardship Group.

The organizers include such investment powerhouses as BlackRock, Fidelity and RBC Global Asset Management (a dozen in all are involved at the start). There are six (6) Principles advanced to companies by the group that including addressing (1) investment stewardship for institutional investors and (2) for public corporation C-suite and board room. These Principles would be effective on January 1 (2018), giving companies and investors time to adjust.

One of the Principles is for majority voting for director elections (no majority, the candidate does not go on board). Another is the right for investors to nominate directors with information posted on the candidate in the proxy materials.

Both of these moves when adopted by public companies would greatly enhance the activism of sustainable & responsible investors, such as those in key coalitions active in the proxy season, and year-round in engagements with companies (such as ICCR, INCR).

No waiting for SEC action here, if the Commission moves away from investor-friendly policies and practices as signaled so far. And perhaps – this activism will send strong messages to the SEC Commissioners on both sides of the aisle.

Remember:  $17 trillion in AUM at the start of the initiative — stay tuned to the new Investor Stewardship Group.  These are more “Universal Owners” with clout.

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Not really unexpected but disappointing nevertheless:  The Trump Administration made its moves on the Dakota Access Pipeline (DAPL), part of the Bakken Field project work, carrying out a campaign promise that caters to the project’s primary owners (Energy Transfer Partners**) and other industry interests, S&R investors are acting rapidly in response.

The company needed a key easement to complete construction across a comparatively small distance. Except that…

  • The Standing Rock Sioux Tribe says the route would cross their drinking water source, impact their sacred sites, and threaten environmentally-sensitive areas;
  • would violate treaty territory without meeting international standards for their consent; (this is the 1868 Fort Laramie Treaty, which according to the U.S. Constitution, should be the supreme law of the land);
  • and ignore alleged shortcomings in the required environmental review (under the National Environmental Policy Act – NEPA).

These are “abuses”, and banks and financial services firms involved may be complicit in these violations by the nature of their financing, S&R investors note. Their involvement in the project financing could impact their brands and reputations and relationships with society. And so S&R shareholders are taking action.

Boston Common Asset Management, Storebrand Asset Management (in Norway) and First Peoples Worldwide developed an Investor Statement to Banks Financing the DAPL. The statement — being signed on to by other investors — is intended to encourage banks and lenders to support the Rock Sioux Tribe’s request for re-routing the pipeline to not violate — “invade” — their treaty-protected territory. The violations pose a clear risk, SRI shareholders are saying.

The banks involved include American, Dutch, German, Chinese, Japanese, and Canadian institutions.  They in turn are owned by shareholders, public sector agencies, and various fiduciaries — “Universal Owners,” we would say.

The banks include: Bayerische Landesbank (Germany); BBVA (Argentina); Credit Agricole (France); TD Securities (Canada); Wells Fargo; ABN AMRO (The Netherlands); Bank of Tokyo-Mitsubishi UFJ; and Industrial and Commercial Bank of China, and others.

The shareholders utilizing the Investor Statement say they recognize that banks have a contractual obligation with the respect to their transactions — but — they could use their influence to support the Tribe’s request for a re-route…and reach a “peaceful solution” acceptable to all parties.

As The Washington Post reported on January 24th, soon after the Trump Administration settled in, President Trump signed Executive Orders to revive the DAPL and the Keystone XL pipelines. “Another step in his effort to dismantle former President Barack Obama’s environmental legacy,” as the Post put it.

One Executive Order directed the U.S. Army Corps of Engineers to “review and approve in an expedited manner” the DAPL. Days later the Corps made their controversial decision, on February 7th reversing course granting Energy Transfer Partners their easement. This week the remaining protestors were removed from the site (some being arrested).

The sustainable & responsible & impact investment community is not sitting by to watch these egregious events, as we see in the Investor Statements to the banks involved. The banks are on notice — there are risks here for you.

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May be what is happening in the asset management and project lending activities related to the project is the IBG / YBG worldview of some in the financial services world:  I’ll Be Gone / You’ll Be Gone when all of this hits the fan one day.  (Like the massive Ogalala Aquifer being contaminated by a pipeline break. The route of the extension is on the ground above and on the reservation’s lake bed.  Not to mention the threats to the above ground Missouri River, providing water downstream to U.S. states and cities.)

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Energy Transfer Partners, L.P:  (NYSE:ETP)  This is a Master Limited Partnership based in Texas.  Founded in 1995, the company has 71,000 miles of pipelines carrying various products. The company plans to build other major pipelines — the Rover Project — to carry product from the shale regions (Marcellus and Utica) across the Northern U.S. state east of the Mississippi.  ETP LP acquired Sunoco (remember them?).

Mutual Funds – Bond Holders – other key fiduciaries with brands of their own to protect — are funding the operations of ETP LP.

Brand names of equity holders include Oppenheimer; Goldman Sachs Asset Management; CalPERS; JPMorgan Chase.  Bond holders include Lord Abbett, PIMCO, Vanguard.  There are 567 institutional owners — fiduciaries — with some 45% of ownership, according to Morningstar. Partners include Marathon Petroleum Company (NYSE:MPC) and Enbridge (NYSE:ENB). (Bloomberg News – August 2, 2016 – both firms put $2 billion in the project and related work.)

The Partnership used to have an “Ownership” explanation on its web site — now it’s disappeared. But you can review some of it in Google’s archived web site pages here: http://webcache.googleusercontent.com/search?q=cache:http://www.energytransfer.com/ownership_overview.aspx&num=1&strip=1&vwsrc=0

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We are seeing in developments every day (like these above with non-governmental strategies and actions) that hold out promise for corporate and societal sustainability advocates and sustainable investment professionals that with — or without — public sector support, the Forward Momentum continue to build.

We’ll share news and opinion with you — let us know your thoughts, and the actions that you / your organization is taking, to continue the momentum toward building a better future…a more sustainable nation and world.

Out the Seventh Generation, as the Native American tribes are doing out in the American West in protecting their Treaty lands.  In that regard we could say, a promise is a promise — the Federal and state governments should uphold promises made in treaties.  Which are covered as a “guarantee” by the U.S. Constitution that some folk in politics like to wave around for effect.

FYI — this is Article VI:  “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land, and the Judges in every State shall be bound thereby…”

World’s Largest Sovereign Wealth Fund – an Investor Actively Engaged in ESG Issues Like Fossil Fuel Divestment…Quo Vadis, Norway SWF?

by Hank Boerner – Chairman, G&A Institute

Here at G&A the team monitors a sizeable number of asset owners (like pension funds CalPERS and New York State Common), asset managers (Black Rock, Morgan Stanley State Street), S&R investors (TIAA-CREF, Trillium, Calvert) and other kinds of institutional investors – including the growing universe of Sovereign Wealth Funds (SWFs).

A SWFis generally described as an asset fund that is state owned and managed, and investing outside of the home nation for the benefit of the population of the home state — and especially for future generations.  The oldest SWF is the Kuwait Investment Authority,  founded in 1954, and funded with oil revenues.

The largest SWF in terms of asset base has long been ADIAAbu Dhabi Investment Authority — established more than 30 years ago by the Emirate and now with US$800 billion-plus in Assets Under Management (AUM). .

Today, it’s a given that the #1 tittle is now held by Norway — the Government Pension Fund Global designed for investing outside of the country (there is a companion fund, much smaller, for investing inside the nation).

Let’s take a look at Norway’s SWF — established almost 20 years ago.  The “inflow” of money to invest comes from sale of the country’s North Sea oil and gas reserves; the government levies a tax of 78% on oil and gas production, and has income from other taxes and dividends from Statoil, the government-managed oil company.

The fund is managed by Norges Bank Investment Management, part of the financial ministry. Investments are primarily in stocks and bonds, a bit of real estate.

The New York Times profiled the SWF in June 2014; among the highlights: the SWF will be more aggressive over the next 3 years, taking larger stakes (5% of more) in companies; expanding the real estate portfolio; will be an “anchor investor” in capital raising; will continue to invest in smaller companies and emerging markets; will continue to look at “green investments.”  The fund has traditionally invested in Europe and North America markets.  Largest holdings are in such companies as Nestle, Novartis, HSBC Holdings, Royal Dutch Shell, Vodafone Group.

Norway’s SWF managers are reported to be looking for investments in companies that are involved in renewable energy, energy efficiency, water / waste water management, and related fields — for both equity and bonds (possibly “green bonds” investments).

Here is where things get interesting.  The flow of funds into the SWF to invest since 1996 has come from oil and gas activities.  Earlier this year a panel of experts was assembled to study the SWF’s investments in oil and natural gas and coal — “fossil fuels.”  Environmentalists and political interests want to see less/or no investments in fossil fuels.  Where the fund’s future funds come from!

More recently, The Financial Times profiled the SWF (November 3, 2014) — and the discussion involved not only the huge size of the fund, and its success in investing (helping to fuel the growth of average US$165 million each year) but also the “climate change” issue.  Soon the fund will be the first SWF to reach US$1 trillion in AUM.  Will those assets include fossil fuel companies?

Yngve Slyngstad (CEO of the fund) was interviewed by FT; he indicated the SWF will begin next year how it will vote ahead of corporate shareholder meetings, beginning with about 30 companies. (The fund owns shares in 8,000 companies; that means with an average of 10 proxy items to vote on, some 80,000 decisions are necessary before votes are cast this global fiduciary with considerable clout.)

The Norway SWF did cast votes against big names in the portfolio; managers don’t like the combination of chairman and CEO so prevalent in US companies, so it voted against Lloyd Blankfein of Goldman Sachs and Jamie Dimon, JP MorganChase for their combined roles.

CEO Slyngstad explained to FT that the SWF is not necessarily an activist investor and does usually support company boards of companies in portfolio, but the CEO and chair at companies they invest in should be separate people. Auditors should be rotated. And shareowners should be allowed to nominate board candidates.

And then the conversation got to climate change and fossil fuels. Should the Norway fund divest fossil fuel investments? Should it back more green (renewable) technologies? Should the fund be used as a diplomatic policy or environmental policy instrument?

In Norway, the fund is regularly the focus of political discussion.  The assets managed are larger than the country’s Gross Domestic Product.

Some politicians want to make changes in the investment policies. Climate change is central to some politico’s views.  The Times quotes Christine Meisingset, who heads sustainability research at Storebrand, who said: “As a country we are so exposed to fossil fuels, a risky position in the transition to a low-carbon economy. That makes the discussion around the oil fund so important.”

The fund does not invest in tobacco companies or companies involved in weapons manufacturing.  Will it soon divest investments in fossil fuel companies…even as fossil fuels “fuel the growth” of the SWF itself?

Stay Tuned to the discussion in the nation of Norway — the wealth generated for its citizens from deep beneath the earth (oil and gas reserves) and being available to the SWF for investment helped to create one of the world’s most important investment portfolios.  And the SWF as the country’s investment mechanism may be among the largest of the institutional investors heeding the call to divest fossil fuel companies (which compromise a tenth of the portfolio right now).

The climate change – global warming dialogue centered on portfolio management approaches regarding fossil fuel divestment continues to…well, “heat up!”

 

Pension Fund Activists Focus on Climate Change, Diversity, Director Nomination Process — with New York City Funds in the Lead

by Hank Boerner– Chairman, G&A Institute

Leading and influential activists in the sustainable & responsible investment community are focusing on the filing of their 2015 corporate proxy ballots with ESG issues top-of-mind. Let’s take a look at the actions of the New York City (5) pension funds (with US$160 billion in Assets Under Management).

The city comptroller, Scott M. Stringer, was elected in November 2013, along with the new high-visibility mayor (Bill DeBlasio).  Under Comptroller Stringer’s direction, the fund(s) are filing proxy proposals with 75 companies to demand a greater voice in the nomination of boards of directors.  This is the characterized as “giving shareowners a true voice in how boards are elected.” .

This campaign is designed to roll out proxy access demands across the broad public company universe in the United States.  Back in the 1800s, one of the corrupt big city political bosses was William M. “Boss” Tweed.  Said Comptroller Stringer:  “The current ]corporate] election procedures would make Boss Tweed blush. We are seeing to change the market by having more meaningful director elections through proxy access, which will make boards more responsive to shareowners.  We expect to see better long-term performance across our portfolio…”

(As local point of reference, Boss Tweed of Tammany Hall was a member of Congress and director of the Erie Railroad Company and 10th National Bank.  He was convicted of corruption and died in jail in 1878.  His name is synonymous with corruption, cronyism, political back slapping.)

The NYC comptroller serves as investment advisor to, and custodian and trustee of the 5 funds, which are for city employee beneficiaries — teachers, police, fire department, board of education, city employees.

Proxy access” is the ability for owners to nominate directors in addition to — or in opposition to — the company’s slate of directors (in the proxy statement).  Comptroller Stringer wants to give shareholders with (1) 3% of shares and (2) holding the shares for 3 years the “threshold” of being able to nominate candidates for board service, up to (3) 25% of the total board membership.  Those companies not agreeing to the proposal received the NYC fund ballot initiative.

And big corporate names are involved; the resolutions are being filed at:

  • 33 carbon intensive coal, oil & gas, and utility companies (such as Duke Energy, ExxonMobil, Chevron, Apache, AEP (power), Southwestern Energy, ConocoPhilipps, Peabody Energy);
  • 24 companies with few / or no women on the board, and “little or no” racial or ethnic diversity – including eBay, Priceline, Level 3 Communications, Urban Outfitters, Alexion Pharma;
  • 25 companies that received “significant” opposition to 2014 shareholder votes (advisory, not binding) on their executive compensation plans.

In focus: :”Zombie directors”  – of 41 corporate directors receiving less than a majority vote in 2013, 40 remain on their boards.  As Comptroller Stringer described them, “unelected, but still serving…

“This is all part of what the pension fund leaders call their “Boardroom Accountability Project,” designed to call attention to as boards of directors and their perceived failure to address critical issues — climate risk, excessive compensation and lack of diversity in the board room.

Note that under “”plurality” voting in un-contested elections, a director who receives just one vote (his or hers counts if shares are owned) is re-elected…even if every other vote is cast against him.  The project seeks to have companies amend their bylaws to change that situation.

New York State Comptroller Tom DiNapoli was re-elected by an overwhelming statewide majority in November; he enthusiastically endorsed the city funds’ project (he is the sole trustee of the US$180 billion New York State Common Fund). He described the Board Accountability Project as a wake-up call to boards of directors to change the way business in the board room is done.

Also in support:  Anne Stausboll, CEO for California Public Employees Retirement System (CalPERS) — the nation’s largest public employee pension fund with US$ 300 billion in AUM.

Her colleague, Anne Sheehan, corporate governance director at the California State Teachers Retirement System (CalSTRS) termed the board accountability project “long overdue for our country,” voicing her support.  The fund has US$186 billion AUM.

This is not just a “New York City” liberal-leaning thing — voicing support for the project were other public sector fiduciaries:

  • William R. Atwood, executive director of the Illinois State Board of Investment. (US$5 billion AUM)
  • Francis X. Bielli, executive director of the Philadelphia Board of Pensions & Retirement.   (US$4.5 billion AUM)
  • Travis Williams, chairman of the Firefighters Pension System of Kansas City, Missouri (US$460 million AUM)
  • Alex Fernandez, chairman of the Miami (Florida) Firefighters Relief and Pension Fund.( US$1.5 billion AUM)

Comptroller Scott Singer explained that the U.S. Securities & Exchange Commission (SEC) first proposed “universal proxy access” (for all shareholders) back in 2003 as a “way to end the Imperial CEO,” as Enron, WorldCom and other large-caps imploded and many went out of business.  In 2010, the SEC approved a universal policy access rule in response to the financial crisis.” In a federal district court case, the rule was set aside; the SEC still allows “private ordering,” the ability for shareowners such as pension funds to file resolutions to be placed on the annual voting ballot.

And so the battle lines are being drawn for 2015 corporate engagements.  Many of the public companies named by New York City funds are seen as leaders in sustainability, responsibility and accountability.  The proxy resolutions would seem to state otherwise.

It will be interesting to see how the Board Accountability Project progresses, and how corporate boards and C-suites see the demands presented for greater “Corporate Democracy.”

CalPERS – Beyond the Headlines About Hedge Fund Exit – Guide for the California System Are Its “Investment Beliefs”

by Hank Boerner – Chairman & Chief Strategist – Governance & Accountability Institute

This week’s capital markets headlines focus on the planned divestment of hedge funds by the USA’s largest public employee retirement system (CalPERS).  The US$300 billion California Public Employees Retirement System announced on September 15th that over the coming months the $4 billion invested through its hedge fund program — CalPERS “Absolute Return Strategies” — would be redirected to other investments.  (CalPERS will exit 24 hedge funds and 6 fund-of-funds.)

No doubt the Street anxiously read the Pension & Investments headline:  “CalPERS Dumping Head Funds.”  Reported the P&I editors:  Theodore Eliopoulos, interim chief investment officer said:  “Hedge funds are certainly a viable strategy for some, but at the end of the day, when judged against their complexity, cost and lack of ability to scale at CalPERS size, the ARS program doesn’t merit a continued role…”

The news-behind-the news and a very important context for the story goes back to the 2008 financial crisis.  Everyone’s portfolio took a massive hit as the nation’s bankers and investment houses drove the big yellow CMO bus over the cliff.  The CalPERS managers (with 1.8 public employee members’ short- and longer-term retirement benefits and 1.3 million health plan members in mind) explored ways to be less susceptible to future shocks.  In September 2013, the board adopted the “CalPERS Investment Beliefs,” which today guide the investment office.

The Beliefs provide very important context for decision-making, reflect CalPERS values, and acknowledge the awesome responsibility to sustain the ability to pay those millions of beneficiaries when the time comes. For generations, as CalPERs says.

So what are the CalPERs Investment Beliefs?  There are 10; here are highlights:

  • Liabilities must influence the CalPERS asset structure.
  • A long-time investment horizon is a responsibility and an advantage.
  • Investment decisions may reflect wider stakeholder views, provided they are consistent with CalPERS’ fiduciary duty to members and beneficiaries.
  • Long-term value creation requires effective management of three forms of capital: financial, physical, human.
  • CalPERS must articulate its investment goals and performance measures and ensure clear accountability for their execution.
  • Strategic asset allocation is the dominant determinant of portfolio risk and return.
  • CalPERS will take risk only where we have a strong belief we will be rewarded for it.
  • Costs matter and need to be effectively managed.
  • Risk to CalPERS is multi-faceted and not fully captured through measures such as volatility or tracking error.
  • Strong processes and teamwork and deep resources are needed to achieve CalPERS goals and objectives.

In Investment Belief #2 (about the long-time horizon), sustainable & responsible investment leaders were encouraged to see the four subsets:

  • Consider the impacts of actions on future generations of members and taxpayers.
  • Encourage investee companies and external managers to consider the long-term impact of their actions.
  • Favor investment strategies that create long-term, sustainable value and recognize the critical importance of a strong and durable economy in the attainment of funding objecdtives.
  • Advocate for public policies that promote fair, orderly and  effectively regulated capital markets.

There are great lessons learned coming out of the 2007-2008-2009 dark days of the capital markets crisis – in the USA and worldwide.

Effective corporate governance has long had a champion in CalPERS; over the years the system’s (former) annual Target List led the companies selected for attention usually improving their governance policies and practices.  More recently CalPERS has adopted “ESG” approaches (governance being the “G”), and Investment Belief #5 reflects the CalPERS views:

Long-term value creation requires effective management of three forms of capital: financial, physical and human.  Good governance [by companies in portfolio] is key to the overall ESG performance.

And so with this week’s headline about hedge fund investments by CalPERS, which is a tiny part of the system’s vast portfolio, it is I think important for analysts, asset manages (and other asset owners) to better understand the overall policies that guide the nation’s largest state retirement system’s investment strategies.  The CalPERS Investment Beliefs make a very strong case for sustainable investment, and underscore the duty of the fiduciary to look way beyond the immediate corporate financials alone.  (Remember, when Enron collapsed it was a darling of Wall Street and #7 on Fortune’s list of the Fortunate 500. Numbers alone no longer tell the whole story of the enterprise.  ESG performance data and narrative really do matter!)

You can read the complete Investment Belief text and learn more about CalPERS Asset Liability Management Process at: www.calpers.ca.gov/alm

Addition to yesterday’s commentary, above:  On September 17th, CalPERS issued a news release that clarified for everyone their investment policies and put the hedge fund story in perspective.  You can read about “CalPERS Outlines Plan for Financial Markets Principles – Guided by Beliefs, System Will Focus on Risk, Governance and Transparency” — details at:  http://www.calpers.ca.gov/index.jsp?bc=/about/newsroom/news/plan-financial-markets.xml

A “Grade A” and Other Recognitions for CalPERS

One of the state public employee systems that we track is CalPERS — long a leader in advancing effective corporate governance and now a leader in embracing and communicating about ESG performance as part of their investment strategy.

The California Public Employees Retirement System (CalPERS) is the largest state investment fund in the USA, with Assets Under Management of US$257 billion as of March 31, 2103. More than 1.5 million public employees are covered by the system (including 550,000 retirees). Continue reading