Springtime in North America – A Time Featuring Corporate-Investor Engagement and Proxy Voting on Critical Issues

April 20 2021   Spring is in the air!  Proxy Season 2021 getting underway.  So how did we get here?  Some history and springtime news. 

by Hank Boerner – Chair & chief Strategist – G&A Institute

Springtime comes to the USA and and the Northern Hemisphere countries with pretty flowers in bloom, trees budding, the onset of warmer weather.  And…

Asset owners and their managers participating willingly or reluctantly in the peak months of corporate proxy voting season in North America.

Typically, the corporate issuer develops the resolution(s) for voting by the shareholder base – for example, election of slate of nominees for the board and approval of the outside auditing firm.

And then… there are the resolutions prepared by the shareholders, and these are usually not to board and executives’ liking.

Thought you might be interested in some of the history of shareholder activism.  In the earlier days of shareholder activism certain “gadflies” would offer up their resolutions for inclusion in the voting (typically then, by individual investors).

Brothers John and Lewis Gilbert and a few others of similar thinking would gin up their resolution drafts and then face the challenge by the target company could be expected.

Some still around remember the ever-present at annual meeting Evelyn Davis, a Dutch Holocaust survivor with strong feelings and lots to say about how companies she invested in were being managed .

The Gilbert siblings operated “big time” in proxy season; they owned shares in 1,500 companies and attended at least 150 corporate annual meetings each year. T

They were often characterized as showmen (kicking up a storm at companies like Chock Full o’ Nuts and Mattel and other companies’ meetings.) Right after WW II John Gilbert got the SEC on the shareholders’ side; the regulatory agency started to require that companies include relevant shareholder resolutions in the annual proxy statement (of course certain conditions applied then and now).

Over time, this process became more sophisticated as many institutional owners put corporate equities in portfolios and steadily a certain number became activist investors. (

It really helped that the US Department of Labor leveraging ERISA statutes and rules  reminded US institutional investors that their proxy was an asset and voting was a clear responsibility of the fiduciary-owner.

In 1988, Assistant Secretary of Labor Olena Berg reminded pension fund managers of the “Avon Letter” that posited that corporate proxies are a pension plan asset and should be taken seriously and voted on.

One of today’s proxy voting / corporate governance experts with wide recognition and respect is California-based James McRitchie (principal of Corpgov.net).

In a communication to the US SEC in November 2018, he explained that he and other investors engage companies on ESG issues “to enhance their long-term value and to ensure corporate values do not conflict with the long-term interests of a democratic society.”

He suggested: “Corporations should welcome shareholders into the capitalist system as participants in major decision.”

In proxy season 2021, the “crisis stories” of 2020 and earlier years continue as public dialogue at least in the form of shareholder requests / demands / expectations of the companies that are in the portfolio on important societal issues.

Climate change action, racial justice/injustice, diversity & inclusion, inequality – these are high on the list for this year’s voting.

We have selected three Top Stories for you on the themes of 2021 voting. The not-for-profit Ceres organization, long active in ESG proxy voting issues, highlights the focus on science-based emissions reduction plans, and corporate policies aligned with the goals of the 2015 Paris Agreement. There are 136 climate-related shareholder-sponsored resolutions submitted to public companies as of April 2nd for 2021 voting.

The good news is that a number of these have been resolved in investor-corporate dialogues at Domino’s Pizza, Citigroup, JPMorgan Chase, and other firms. Others were withdrawn at Duke Energy, CSX, and Valero.

Climate-related themes for resolutions include “Banking on Low Carbon”, “Carbon Asset Risk”, and “Say on Climate”.

Long-time shareholder activist Tim Smith is Director of ESG Shareowner Engagement at Boston Trust Walden and member of the Ceres Investor Network. Ceres continues to track such resolutions and information is available at www.ceres.org.

The authoritative Pensions & Investments publication shares news about a new website — Majority Action’s “Proxy Voting for a 1.5 C World”.

Four key sectors are in focus: electricity generation, oil & gas, banking, and transportation, with summaries of corporate current emission targets, capital allocations and policy activity relate to climate change. (Reaching net-zero emissions by 2050 is an example of issue in focus.)

The web site offers recommendations for voting against director nominees at companies failing to implement plans “consistent with limiting global warming” by industry/sector.

In banking the web site names Wells Fargo, Goldman Sachs, and JPMorgan Chase. Issues in focus overall include Climate Change, Community Development / Investment, Gender Equality, and more.

Third – the Yield Positive web platform offers excellent background on shareholder resolutions and the current state of affairs following the dramatic events of 2020 – racial inequality highlighted by the killing of George Floyd; worker health and safety protections in the Covid pandemic; climate change issues – with examples of the resolutions coming up for vote in 2021.

These include Home Depot – Report on racism in the company; Target – Report on/end police partnerships; Wells Fargo – report on financing Paris Agreement-compliant GHG emissions cut, and more.

The 2021 spring season of corporate proxy voting and then the voting at company issues to Fall 20231 will be closely followed by business media and of course, the global investing community. We will continue to share news and perspectives about this annual exercise of “shareholder capitalism”.

TOP STORIES – April 2021

It’s Proxy Season 2021: Investors Focus on Climate Action

FYI

 

Stepping Up in the Virus Crisis: Leaders in the Oil & Gas Sector

G&A Institute Team Note
We continue to bring you news of private (corporate and business), public and social sector developments as organizations in the three societal sectors adjust to the emergency. This is post #16 in the series, “Excellence in Corporate Citizenship on Display in the Coronavirus Crisis”.

13 April 2020    #WeRise2FightCOVID-19 “Corporate Purpose – Virus Crisis”

By Sarah El-Miligy – Sustainability Reporting Analyst-Intern, G&A Institute

The Oil and Gas Sector has already taken strong hits due to the OPEC+ conflict and the Saudi-Russian oil price war prior to the outbreak of the novel coronavirus (COVID-19) Pandemic.

The worldwide pandemic was the second hit this year that has dramatically affected the oil and gas industry, causing significant disruption with long-term harmful consequences.

According to the IEA, for the 1st time since 2009 the global demand for oil is expected to fall by 2.5 million barrels per day in the 1st quarter of 2020.

These negative consequences are expected to extend out to 2022.

However, the industry’s recovery given the amount of damage caused by the virus can’t be predicted at this stage, given the evolving nature of the coronavirus and the widespread impact on the global society.

The oil and gas industry has had to take a major step back — as have many different industries across the globe – due to the COVID-19 pandemic.

The Largest of the Oil & Gas Companies

The top industry players are found to be ready to fight back and help to mitigate the drastic effects of the pandemic and to support their communities through a strong global response.

Despite being financially-affected due to the decline in production, travel restrictions, drop in oil demand and lower oil prices resulting from the pandemic, many companies in the industry have contributed to the global efforts taken in response to the coronavirus outbreak.

For example, some by directing considerable amount of funds to the World Health Organization’s (WHO) COVID-19 Solidarity Response Fund as a part of their demonstration of social responsibility towards their employees, customers and the communities where they operate.

Looking at the top 10 O&G companies, some of them have invested in research and innovation, even shifting their production lines and putting their technical knowledge and financial resources in use in order to help fighting the battle against the virus. Other companies had a quick response and supplied key protection products used by the healthcare professionals.

On the internal front, the oil and gas companies have shown immediate responses to guarantee the safety of their employees and customers.

This begins with updating their health and safety protocols and constantly introducing new, up-to-date protection policies in order to ensure the safety of their dispersed staff.

Social distancing measures have been one of the premier precautionary actions adopted and stressed upon industry-wide.

In response to the many negative impacts of the pandemic, the major players in the oil and gas industry — such as BP, ExxonMobil, Total, Chevron — have demonstrated significant Corporate Citizenship practices while dealing with the current crisis at all levels.

I’ve compiled 10 corporate examples for you:

1- ExxonMobil

ExxonMobil Global Response to the COVID-19 Crisis

According to the company’s official website the efforts by the Oil & Gas giant in fighting COVID-19 include:

  • Supporting vulnerable communities, specially in the most infected countries through financial donations, subsidized fuel supply and providing other significant products required to address the COVID-19 challenges.
  • Investing in research and development, producing an innovative reusable personal protection equipment to the healthcare staff and other consumers.
  • Taking a number of measures to slow the spread of the virus in many European and Asian countries.
  • Directing operations to focus on manufacturing ingredients such as isopropyl alcohol, which is used in the production of hand sanitizers, alcohol wipes and disinfectant sprays.
  • Implementing health and safety precautionary actions in order to protect the employees such as applying restrictions on business travel, as well as applying working from home and social distancing policies.
  • In terms of customer safety, ExxonMobil has increased the safety and hygiene levels in all their stations and stores. As well as applying online payment where available in order to limit the money transactions.
  • Implementing a 14-day work-from-home policy for individuals traveling from locations with sustained community transmission, as defined by the U.S. NIH and Centers for Disease Control and Prevention.

West Texas Food Bank Initiative
ExxonMobil is supporting hunger relief in the Midland-Odessa area and across West Texas with a US$100,000 donation to the West Texas Food Bank to help those facing difficult economic circumstances resulting from the COVID-19 pandemic.

Supporting Online Education
ExxonMobil supports Online Education with $100,000 funds for Carlsbad Municipal Schools in response to the distance-based education policies due to the coronavirus outbreak. 14 schools in the district have been closed affecting 7,000 students. This funding will support providing low-income students with the needed equipment and internet connectivity facilitating the transition to online learning.

The Global Center for Medical Innovation Partnership
ExxonMobil is aware of the scarcity of protective masks and responded by manufacturing reusable protective masks to help solve the problem, in collaboration with the Global Centre for Medical Innovation (GCMI).

The mask would use disposable cartridges containing filter fabrics and would withstand sterilization. Because of this, it would not need to be replaced. The company and center stated that the new mask design covered the mouth and nose even better than existing N95 masks.

Prototypes are currently being tested and reviewed by the U.S. Food and Drug Administration.

If/when approved, production will begin immediately, with ExxonMobil supporting the identification of manufacturers familiar with the materials and process to quickly deliver the masks to doctors, nurses and health care providers.

Once approved, manufacturers indicate they will be able to produce as many as 40,000 ready-to-use masks and filter cartridges per hour

Source

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2- BP

The Corporation Supporting Communities

  • The BP Foundation will donate $2 million USD to the WHO COVID-19 Solidarity Response Fund to support medical professionals and patients worldwide by providing critical aid and supplies. The Solidarity Response Fund also helps track and understand the spread of the COVID-19 virus and supports efforts to develop tests, treatments, and ultimately, a vaccine.
  • In Brazil, BP is following a different approach, allocating their own resources (ethanol from sugarcane used normally in fuel) to use them as a disinfectant, not only for their employees use but also distributing it to local health services to help close to 1.4 million people in danger and risk of infection.
  • BP also started offering free fuel to emergency service vehicles in the United Kingdom, as well as supplying free fuel to jets that serve as air ambulances there, along with their continuous support to the efforts in Australia, Spain, Turkey and Poland to control the pandemic.
  • In the UK, emergency service vehicles can refuel for free at BP retail stations as well as supplying free fuel to air ambulances. In additional, supporting similar efforts in Spain, Turkey, Poland, and Australia.
  • And in Germany where they have provided fuel cards to health care workers.

BP Turkey will provide free fuel to ambulances operated by the Ministry of Health Istanbul Directorate to support the fight against COVID-19

Source https://www.bp.com/en/global/corporate/news-and-insights/covid-19-bp-response.html

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3- Total Group

France today is one of the most affected countries with high numbers of coronavirus cases, and the nation’s companies are responding to the pandemic spreading.

The French oil & gas player “Total Group” has been consulting with the French health authorities to supply the healthcare staff in France with gasoline vouchers worth up to 50 million Euros that can be used at Total stations across the country.

The company has provided the hospitals’ professionals with a telephone number and an email published on their website in order to receive their vouchers.

“In this period of crisis, Total’s teams remain mobilized to enable French people to make all their necessary travel arrangements. With its nationwide network, Total is working alongside those who are fighting the epidemic everywhere. Which is why the Group has decided to make this practical gesture of support for our hospital staff, who are working to ensure the health of patients.” –  Patrick Pouyanné, Chairman and CEO of Total

Moreover, the Total Foundation will contribute €5 million to the Pasteur Institute and to hospital and health associations involved in the fight against COVID-19.

Source https://www.total.com

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4- Shell

Caring for the People

Shell is doing many things to keep their customers, colleagues and communities safe. These include carrying out enhanced cleaning operations, increasing stocks of sanitation products and other essential goods, social distancing, working from home policies and health monitoring for teams at retail sites

Caring for the community:

  • Shell has also increased the production of some of the key products which is used in manufacturing soaps and sanitizers in response to COVID-19
  • Shell Manufacturing plants in the Netherlands and Canada are diverting their resources to produce isopropyl alcohol (IPA) as fast as they can. IPA makes up about half the content of the hand-sanitizing liquids being used to keep the virus down around the world.
  • The Shell team is also working closely with governments to keep track of and help meet evolving needs. On March 20, Shell announced that it would make 2.5 million liters of IPA — roughly equivalent to an Olympic-sized swimming pool — available free of charge for the Dutch healthcare sector.

On March 31, the Government of Canada listed Shell Canada as one of the Canadian companies that has stepped up to help during this crisis. Shell is donating 125,000 litres of IPA to the Government of Canada free of charge over the next three months to help the Canadian healthcare sector.

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5- Chevron Corporation

US operator Chevron has also donated $7 million to food banks, education and health services, and is matching employee donations two-to-one, in an initiative to integrate their employees in the world goal in fighting the pandemic.  Actions:

  • $500,000 has been allocated to purchase the required equipment of online learning to the Donors Choose program, “Keep Kids Learning”.
  • Helping to fund emergency services in remote parts of Western Australia and providing medical supplies to hospitals in Thailand.
  • More than $2 million has been granted to the American relief efforts in several U.S./ states and an additional $2 million to match 2:1 employee contribution to U.S.-based nonprofits.

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6- Valero
In a similar effort, the large refining company Valero has elected to donate $1.8m to fight the virus in the cities where it operates.

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7- OMV

Austrian oil, gas and petrochemical company OMV is donating $1.09m of fuel cards to the Austrian Red Cross and Caritas Austria, a food and shelter charity.

OMV Chairman and CEO Rainer Seele said: “These aid workers accomplish great things. We are helping them get around, which is an essential factor in delivering provisions and support to people in need as well as emergency aid”.

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8- Sinopec

Sinopec Corp., China’s leading energy and chemical company, has shown support and solidarity to the international community by supplying 10,256 tones of “much-needed bleaching powder” to more than 10 affected countries including Italy, France, Thailand, Australia, New Zealand and Vietnam.

The company has allocated limited time in their Yanshan Factory in Beijing to manufacture fabrics that are put in use to make the N95 disposable masks.  They got this assembly line running in just 12 days in order to cover the shortage in fabrics required to manufacture these masks to help give back to the society.

Source http://www.sinopecgroup.com/group/en/Sinopecnews/20200327/news_20200327_696607861362.shtml

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9- Southern Company Gas

Atlanta-based Southern Company Gas and its subsidiaries have committed a total of $4.85 million in support of communities affected by the coronavirus outbreak.

The Southern Company Gas Charitable Foundation will award $2.5 million in support of several human services organizations — including Meals on Wheels, American Red Cross, the Salvation Army, and United Way, in seven states,.

The Alabama Power Foundation and Georgia Power Foundation have each pledged $1 million and the Mississippi Power Foundation has pledged $350,000 to the effort.

Source https://www.webwire.com/ViewPressRel.asp?aId=257009
https://scgcares.org/

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10- Sempra Energy

In San Diego, California, Sempra Energy Foundation has established a $1.75 million Nonprofit Hardship Fund to provide expedited grants ranging from $500 to $50,000 to small and midsize nonprofits serving the health, education, welfare, or social services in response to COVID-19 to the individuals and families in California, Texas, and Louisiana impacted by the coronavirus.

Source https://www.sempraenergyfoundation.org/pages/areas-of-giving/health-and-safety.shtml

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CONCLUSION

This COVID-19 pandemic is an unprecedented worldwide crisis that not only affecting the oil & gas industry but every industry and household around the globe. In response, many of the top oil and gas players concluded that to help overcome the affects of this horrific crisis they have to give back to their communities, employees and customers and unit to do their part in supporting and mitigating these negative effects of the pandemic.

REFERENCES

  1. https://www.al-monitor.com/pulse/originals/2020/03/covid19-fear-oil-market-mideast-coronavirus.html
  2. https://www.offshore-technology.com/features/coronavirus-fight-charity-help-covid-19/

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About the Author
Sarah El-Miligy
is a Sustainability Reporting Analyst-Intern with G&A Institute. She was was graduated from the Faculty of Economic studies and Political science at Alexandria University, holding a bachelor degree in Political science and she is currently acting as a Teacher Assistant in scientific research methodologies and Diplomatic and Consular Relations in the political section department and a former international diplomacy coordinator with Ambassador Sameh Abu- El Enien – Deputy Foreign Minister and Director of the Egyptian Diplomatic Academy at Universidad Oberta de Cataluña.

Sarah El-Miligy is also a Sustainability Research Analyst in Egypt at DCarbon for Environmental and Sustainability Consultancy, the first and sole Certified Global Reporting Initiative Training Partner in Egypt and a member of the GRI Gold Community.

She has a broad experience in volunteering and working abroad with the European Union, United Nations and the League of Arab States — specifically in the fields of Sustainable Development, Climate Change, Peacebuilding and Women and Youth Empowerment.

G&A Institute Team Note
This is another in our series – “Excellence in Corporate Citizenship on Display in the Coronavirus:. We bring you news of private (corporate and business), public and social sector developments as organizations in the three societal sectors adjust to the emergency.

New items will be posted at the top of the blog post and the items posted today will move down the queue.

We created the tag “Corporate Purpose – Virus Crisis” for this continuing series – and the hashtag #WeRise2FightCOVID-19 for our Twitter posts. Do join the conversation and contribute your views and news.

Do send us news about your organization – info@ga-institute.com so we can share. Stay safe – be well — keep in touch!