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

 

The Corporate Proxy Season is Underway – ESG Issues Are in Focus

by Hank Boerner, Chairman, G&A Institute

It’s a new year and the 2014 corporate proxy season is really underway, and the topics in focus are reflective of asset owners’ and managers’ concerns about key societal issues. Managements taking no action on the issues, deciding the wrong actions, or boards and managers ignoring the facts regarding key topics of concern to the asset owners could lead to greater risk, lost opportunities, and dramatic hits on corporate reputation — and share price valuations.

And all of that that could affect the value of the investors’ holdings. Since many of the shareowners are fiduciaries (think of SRI mutual funds, public employee pension funds, state trust funds), the growing consensus is that as fiduciaries, asset owners have a duty to be vocal, to actively engage with corporate management, and to take strong stands on key ESG issues. And, in some cases, to bring those issues to the electoral process at proxy time so all shareholders can have their say. Of course, there is usually negative press resulting for some companies.

“Proxy season” used to be those times of year when certain gadflies showed up to (in the view of management and board) ” harass” the assembled corporate leadership. (Such pioneer proxy luminaries as the Gilbert Brothers and Evelyn Davis come to mind.)

Today, the proxy  season is actually a year-round engagement, with advocates such as the Interfaith Center on Corporate Responsibility (ICCR) institutional members active in dialogue with corporate managements and board members on various E-S-G issues. One sea change of a decade ago or more was the linking of traditional corporate governance concerns with environmental and social or societal issue concerns, and working through the barriers to getting their resolution to the proxy statement and to vote.

Linking “good governance” practices with progress (or lack of) on supply chain issues, or product stewardship, marketing practices, protection of natural resources, or lobbying and political spending, now helps advocates avoid the “no action” letter from the SEC that allowed corporate managements to ignore the shareholder’s resolution. (In the past, the usual practice of SEC staff was to advise the company protesting the draft resolution that “no action” would be recommended to the commissioners if the company ignored the draft.)

So what is in store for 2014 corporate proxy voting — what are the issues in focus? Sustainable & responsible investing (SRI) advocates are raising issues with companies about public policy and climate. (As we write this, every US state is in the grip of a cold wave, that is being linked to climate change by experts.)  For two decades now, investors have engaged company managements about climate change.

Now, coalitions of shareholders are involved in a larger collective effort — “Raising the Bar” — in response, they say, to the expanding and alarming scientific evidence of our changing climate. And, as long-term advocates like Tim Smith of Walden Asset Management point out, the resulting significant environmental and economic impacts on the corporate enterprise. Investor interests are very concerned about climate change.

A number of companies — AEP, Chevron, Conoco, ExxonMobil — have received draft resolutions by coalition shareowners urging boards and managements to re-examine their opposition to regulation and legislation intended to address climate change. That includes their lobbying on climate change issues and disclosing more about those actions to their owners.

It’s not just direct company actions in focus — the shareowners include the corporation-funded efforts of the US Chamber of Commerce , the oil lobby (American Petroleum Institute) and the National Association of Manufacturers in the lobbying and advocacy on issues…

Beyond climate change, other proxy resolutions call for companies to re examine their state-level lobbying, especially through such groups as ALEC (the American Legislative Exchange Council), which operates primarily with corporate contributions and promotes conservative public policy issues with :”model” legislation which often moves from state-to-state. (An example is the “Stand Your Ground” laws adopted by a number of states.)

The companies in focus include Microsoft, Pfizer, Time Warner Cable, and UPS. Among the prime movers in this initiative: State of Connecticut Retirement Plans, Zevin Asset Management, Sisters of Charity of the Incarnate Word, and Walden Asset Management clients.

Some companies are responding to shareowner concerns — Coca-Cola, John Deere, Dell, P&G, GE, GM, Unilever, and Wal-Mart have reduced their involvement or quit ALEC,according to information provided by Walden Asset Management.

Other concerns: ICCR’s David Schilling advises that an issue now in focus is the garment industry’s pricing policies, following the Rana Plaza tragic fire in Bangladesh (killing 1,000+ people). The “Accord for Fire and Building Safety” addresses pricing practices and the almost 300 institutional members of ICCR and other shareholder advocates are focused on current pricing models, outsourcing, and prevailing wages in developing countries.

And, from Green Century Capital Management we hear that more than 40 institutional investors representing US$270 billion in AUM are urging the other invesotrs, major palm oil products, consumers, and major shareholders in such companies as food marketers Kellogg and financiers HSBC to support an effort to not contribute to further deforestation or support human rights violations. “Fueling deforestation is bad business for any company seeking to position itself as a responsible, sophisticated global player,” says Lucia von Reusner, Green Century’s shareholder advocate.

Ceres helps to mobilize business and investor leadership on climate change. Rob Berridge, director of shareholder engagement, says investors Ceres works with are asking corporate managements to actively address forced labor, deforestation, habitat destruction, and accelerating GhG emission, and to develop and operate palm plantations more responsibly.

Consumer-facing brand companies — Uniliver, Kellogg, Dunkin Donuts, HSBC — are facing high-profile consumer campaigns on palm oil issues. Some companies are saying in response that they will purchase of finance palm oil that has been certified by the Roundtable on Sustainable Palm Oil (RSPO).

There is much more action to come in the days ahead as the peak of proxy voting nears — we’ll bring you news and commentary and insight on trends in this space.  Stay Tuned to the 2014 ESG-focused proxy campaigns.

World Bank – G4 Reporting Pioneer!

559719_615384138487346_109625660_a[1]by Hank Boerner – Chairman, G&A Institute

Stay Tuned to the World Bank – it’s a Pioneer in G4 Sustainability Reporting!

The World Bank, composed of the International Bank for Reconstruction and Development (IBRD) and the International Development Association (IDA), is a vital source of financial and technical assistance to developing countries around the world.
Since its inception in 1944, the World Bank has expanded from a single institution to a closely associated group of five development institutions.

Their mission evolved from the International Bank for Reconstruction and Development (IBRD) as facilitator of post-war reconstruction and development to the present-day mandate of worldwide poverty alleviation in close coordination with their affiliate, the International Development Association, and other members of the World Bank Group: the International Finance Corporation (IFC), the Multilateral Guarantee Agency (MIGA), and the International Centre for the Settlement of Investment Disputes (ICSID). Today the institution has a staff of engineers, financial analysts, economists, sector experts, public policy experts, and social scientists.

The newly-endorsed goals of the Bank are to end extreme poverty and promote shared prosperity by fostering growth at the bottom 40 percent of every country. To accomplish this, the World Bank — operating in over 130 countries around the world — offers its members low interest loans, interest-free credits, and grants as well as a wealth of technical assistance and knowledge sharing.

The World Bank sets an example for its clients and partners in reporting and public accountability.

So it is fitting that one of the first institutions to embrace the new GRI G4 (fourth generation) guidelines would be the World Bank. Spearheading the effort is Monika Kumar, the Bank’s sustainability coordinator. When the report landed on our platform, we reached out to Monika to ask her about the effort – here are highlights of our conversation.

G&A Institute: Monika, congratulations on being one of the first U.S. based institutions to embrace G4 for reporting. What was the experience like, moving from G3.1?

Monika Kumar: We started with the premise that the G4 would be similar to the G3.1, simply with a few additional indicators, but were pleasantly surprised. The emphasis on materiality was something that we had to understand better, and inform our internal stakeholders about. In our preparation, we reviewed each and every one of the Aspects and Indicators to assess the relevance to the World Bank, which falls within this unique mix of a public-financial-development institution. We also had to ensure to link content material to the Bank as a development institution, such as how we address issues of food security in our client countries, with the appropriate GRI indicators.

G&A: How long has the World Bank been reporting?

MK: Our first report was published in 2005, covering our 2004 fiscal year. We began first using G3 and then shifted to G3.1 for our Content Index and over time included the Financial Services and the Public Agencies Sector Supplements. In 2008, we moved to an on-line platform, with a standalone GRI index report where we addressed every GRI indicator, explaining inapplicable indicators where needed. So, every year, we’ve learned from our experience – trying to make our reporting process more efficient and the report more reader friendly.

G&A: Talk about your Materiality process – what is involved?

MK: G4 required that we dedicate a considerable amount of time to carrying out a materiality assessment and disclose that methodology in the specific indicator responses (G4-19-21).

We had to develop a methodology that applied to our development-oriented business model, incorporated feedback from our myriad stakeholder groups (clients, civil society, investors, to name a few), and simultaneously allowed us to determine the sustainability impact of the aspect considered.

We looked at the AA 1000 five-step process, ISO 14001, and the Natural Step process, and then created our own approach to meet our specific needs – one that looks at financial and reputational risk, stakeholder concern, and sustainability impact. This is the first time that we applied the approach and since G4 is so new, we really had no good examples to follow. You will note we have a simplified version of the methodology on our website currently. We hope next year to validate the process and upload a more robust response.

G&A: What’s the worldview of the institution as you prepare your “progress report” for the user base?

MK: Lots of exciting things are happening at the Bank right now. We are undergoing a period of change, one that would help us achieve the two goals we have set: reducing extreme poverty globally to 3 percent by 2030, and boosting incomes for the bottom 40 of the population in developing countries. President Kim has made it clear that sustainability frames these two goals – a sustainable path of development and poverty reduction would be one that: (i) manages the resources of our planet for future generations, (ii) ensures social inclusion, and (iii) adopts fiscally responsible policies that limit future debt burden.

In this effort, addressing climate change is key. We are currently working with 130 countries to take action on climate change—helping cities to adopt green growth strategies and develop resilience to climate change, developing climate-smart agricultural practices, finding innovative ways to improve both energy efficiency and the performance of renewable energies, and assisting governments to reduce fossil fuel subsidies and put in place policies that will eventually lead to a stable price on carbon.

A lot is happening, but I’m really excited that we began tracking the GHG footprint for specific sectors including energy and forestry within our lending portfolio. Within the next three years we expect to be publishing this information – as currently we only report on our corporate carbon footprint – in both our annual sustainability review and the Carbon Disclosure Project (CDP). We are working towards more comprehensive reporting.

This is important, not just for us being a model of a sustainable institution, but also for our stakeholders, especially sustainable and responsible investors who invest in our “green bonds,” that benefit projects related to climate change.

We are proud to say that the World Bank helped start the development of the quickly-expanding green bond market – the program recently reached a milestone of USD 4 billion in issuance, helping create and develop a market that raises funds to support climate activities – one that will support future climate finance.

I’ll stop there and urge the reader to read more about the Bank’s efforts to achieve its ambitious goals in the Sustainability Review online (http://crinfo.worldbank.org).

G&A: Thank you Monika. We will be watching as other financial sector institutions transition to G4 guidelines over the next two years. The World Bank example will be helpful to the financial sector partners, we’re sure.

Footnote: As we prepared this blog post, news came from the Global Reporting Initiative (GRI) that as of November 4, 2013, 84 organizations had signed on to the new initiative – the G4 Pioneers Program. Organizational Stakeholders (OS), organizations that support the GRI, commit to producing a G4 report in their next (reporting) cycle. The program is interactive, and designed to be knowledge-sharing (webinars, focus groups). We will be following the Pioneers and will bring you updates on the program’s progress.

CalSTRS Shows Way on Corp Gov Issues

One of the largest public employee pension funds in the USA is the California State Teachers’ Retirement System (CalSTRS), which has US$160 billion in Assets Under Management and serves 800,000 beneficiaries.  As the fund managers say, “We have an obligation to be responsible stewards of the retirement funds of California’s educators.”  And corp gov activists they are!

That includes being an activist and engaged institutional investor and focusing on issues [critical to fund managers] when CalSTRS engages with companies in the investment portfolio. The fund just issued  its very first Corporate Governance Annual Report (2013), which explains investment policies, governance philosophy, partnerships (example, with the Council of Institutional Investors/CII, the fund’s trade association; Ceres; UN Principles for Responsible Investment/PRI, of which CalSTRS is a signatory,  Investor Network on Climate Risk/INCR, a project of Ceres); and an explanation of corporate engagements.

Issues in focus for corporate engagement discussions include Exec Comp, Say on Pay; Majority Vote Standards; Diversity of Boards; and (of course) Sustainability.  The fund is an activist in filing and supporting other investors’ sponsored shareholder resolutions at proxy voting time.

In 2012 CalSTRS voted nearly 7,000 meetings — 3,000 U.S.A. and 4,000 non-US companies in portfolio.  Some 24,000 proposals were considered for the US companies and double that for non-US companies. 

CalSTRS believes that “good governance contributes to better long-term sustainable performance. Asset managers hired by CalSTRS take large positions in companies and are required to be active in engaging with boards and senior management to “undertake value-driving change…” Eight partnerships with asset managers are identified in the report.

This is a good primer if you are interested in learning more about what large US activist pension funds are focusing on in both the traditional governance and (newer) sustainability areas.  It’s available on line at the CalSTRS web site: http://www.calstrs.com/news-release/calstrs-releases-first-annual-corporate-governance-report

P.S.

Matthew Scott, Editor of Corporate Secretary in his timely and information email newsletter is informing his audience of influencers – corporate secretaries – of the CalSTRS governance report and suggesting that this is one way for board governance influential to better understand the large public fund’s focus on corporate engagements. He characterized the report as “a definitely a positive development for the corporate governance industry…”)  You can contact Matthew at Corporate Secretary magazine (Cross Border Publications) and follow him on Twitter – @corpsecmag

The Facts about FACTS / and New Name – Trust Around the World

G&A Institute’s Q&A With Barbara Kimmel – Trust Across America / Trust Around the World

We shared news in our May issue about TrustAcross America –now named Trust Around the World. Readers were interested in learning more about the organization and its activities. Here is our interview with co-founder Barbara Kimmel. Continue reading