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

 

University Endowments – Fidicuiary Duties – Whose Money is it — What Are “Societal” Responsibilities?

by Hank Boerner – Chairman, G&A Institute

Many of our nation’s colleges and universities — which are “Social Institutions” — have long had established endowments. Some are truly wealthy — these are pools of assets designed to serve future generations.  Other types of  various types of social institutions” are similarly wealthy. Endowment assets are managed in-house or by outside professional money managers.   Over the years, the college and university endowments have been in focus for sustainable & responsible investors (SRI advocates) — as they are right now.

For example, Harvard University has an endowment fund reported to have  US$36 billion in Assets Under Management (AUM) — the largest of these “funds-for-the-future” of the higher education community in the USA.

The students and other stakeholders would like to see “more responsible” investing by the Harvard endowment, such taking the decision to divestment shares of traditional fossil fuel companies in the portfolio. (think: “ExxonMobil“). Among the arguments, gaining ground. including beyond the university endowments discussion, is that these public companies have “reserves” (such as coal, oil, natural gas) that are important parts of their capital markets valuation, and with climate change and the development of renewable fuel sources and other factors, the reserves on the balance sheet will over time become “stranded assets” – thus, devaluating the business enterprise. That is, the coal or crude oil in the gorund will not be harvested and sold…they will be stranded and of little or no value.  And therefore, as fiduciaries, responsible for the fund in the future, a collision course is set up:  the fund needs in 2050 will be diminished as the value of the corporate holdings moves downward.

And so, students of the Harvard Law School have filed a lawsuit seeking to compel the endowment fiduciaries (the trustees) to divest holdings in fossil fuel enterprises.  Interesting:  their case is based on 17th Century transactions (back when whale oil and wood were the primary energy sources).  In 1640, Harvard College was established as a seminary and documents were filed with the Massachusetts Bay Colony.  Under those documents, the 21st Century students argued that they had standing (to bring the action) under “special interest” provisions.

The endowment leadership responded:  “The endowment is a resource, not and instrument to compel social and political change…” (The New York Times). Harvard President Drew Gilpin Faust has spoken on fossil fuel divestment.  In October 2013, a statement to the Harvard community said in part:  “[I] and members of the Corporate Committee on Shareholder Responsibility have benefitted from conversations [with students] who advocated divestment…while I share their belief in the importance of addressing climate change, I do not believe, nor do my colleagues on the Corporation, that university divestment from the fossil fuel industry is warranted or wise…”

The president also said that “…especially given our long-term investment horizon, we are naturally concerned about ESG factors that may affect the performance of our investments now and in the future…”  Harvard policy is engagement and collaboration, rather than “ostracizing” companies based on their product (such as fossil fuels). The Harvard Management Company brought on a VP for sustainable investing. (You should  read the full statement here: http://www.harvard.edu/president/fossil-fuels to understand the university’s official position on these issues).

Alice M. Chaney, who with six other Harvard students filed the lawsuit to compel Harvard Corporation (the governing body of the university) to divest fossil fuel companies, said the following: “We allege that Harvard’s investment in those companies violate its duties as a public charitable institution by harming students and future generations.” (Cheney is a law school student and member of the Harvard Climate Justice Coalition.)

The students — organized as “Divest Harvard” — have been campaigning on the issue.  The first step was a survey of students in 2012 — 72% at the college and 67% at the law school voted in favor of divestment.  Since then 200 faculty members, 1,000+ alumni, and 63,000 community members have signed divestment petitions, the group says.

The legal arguments:  the Harvard Corporation’s public charitable obligations include managing its endowment so as to protect the ability of Harvard students to learn and thrive. The Corporation also has a responsibility not to act in ways that threaten the health and welfare of future generations. (You can read her statement at: http://billmoyers.com/2014/11/22/suing-harvard/)

The pressure on universities to divest holdings in companies based on ESG issues is a long-time tradition.  American university interests were deciding factors, I believe, in the American and global campaigns to abolish Apartheid practices in South Africa in the 1980s and the aid to combatants in the civil war in Darfur more recently.  (The drive was to get investors out of the stock of US companies “supporting” the Sudan government which was making war on its own populations.)

Beth Dorsey, CEO of Wallace Global Fund and leader of the Divest-Invest Movement, commented on the Harvard University leadership’s opposition to divestment:  “In the last great divestment campaign, Harvard said ‘no’ before it said ‘yes’ and I think if just a matter of time.  Unlike the anti-apartheid movement, this is not just an ethical issue.  There is a powerful financial reason as well…”

As the lawsuit in the Commonwealth of Massachusetts / Suffolk County courts winds on, and the Divest Harvard protests continue, half a world away, the world’s largest Sovereign Wealth Fund – the US$800+ billion AUM Norway Government Pension Fund — just announced it will divest holdings in coal mining companies.  the list of companies will be made public on December 1.  The SWF will not divest oil and gas companies.  (Consider: the wealth of the wealth fund is primarily based on taxes on the country’s North Sea fossil fuels.)

While you think about that last tidbit, consider that the descendants of John D. Rockefeller — the 19th Century Titan of Industry who assembled the giant Standard Oil Company — have decided to divest their fossil fuel investments (in September 2013)! Great and great-great grandchildren Peter O’Neil, Neva Rockefeller Goodwin and Stephen B. Heintz are in the lead for the Rockefeller Brothers Fund, which has $860 million AUM.

Said Stephen Heintz:  “John D. Rockefeller, founder of Standard Oil, moved American out of whale oil and into petroleum.  We are quite convinced that if he were alive today, as an astute business man looking out to the future, he would be moving out of fossil fuels and investing in clean, renewable energy…”   (More about this in The Guardian coverage of the announcement at: http://www.theguardian.com/environment/2014/sep/22/rockefeller-heirs-divest-fossil-fuels-climate-change)

The Rockefeller family announcement was an important part of a “momentum moment” for fossil fuel divestment proponents.  The influential World Council of Churches joined the divestment movement. American cities are adopting similar policies (as many did in the anti-Apartheid movement).  Advocates are working under the umbrella of the Divest-Invest Movement.  To date some 800 institutional investors have pledged to withdraw more than $50 billion in fossil fuel investment over the coming 5 years.

ExxonMobil’s position?  In October The Wall Street Journal headline read:  “Exxon Blasts Movement to Divest From Fossil Fuels…the oil giant seeks to counter the campaign…”  The article by Ben Geman said that the company published a “lengthy attack about the divestment movement, positioning the argument that [the movement] is at odds with the need for poor nations to gain better access to energy, as well as the need for fossil fuels to meet global energy demand for decades to come…” The author is Ken Cohen, VP for Public and Government Affairs (writing in the company’s blog.)

“Almost every place on the planet where there is grinding poverty,” he wrote, “there is energy poverty.  Wherever there is subsistence living, it is usually because there is little or no access to modern, reliable forms of energy.”

And so, the battle lines are formed — advocates vs. university, asset owners (and managers) vs big fossil fuel companies, institutions and fiduciaries (in Exxon’s view) vs. the people of poor nations.

The positions (and actions) of two important institutional investors could create a tipping point:  Harvard University (with considerable wealth, influence, prestige, powerful alumni, world-class faculty, a powerful publishing arm and on and on) and the Norwegian Sovereign Fund, which invests in literally thousands of public companies…and soon will have $1 trillion in AUM to leverage in pursuit of its social / societal issues policies and investment actions.

Stay Tuned to the Fossil Fuel Divestment Movement…and the push back by giants of the fossil fuel industry and their allies in the US Congress and other power centers.

 

 

 

 

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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.”