ESG Shareholder Proposals

By DirectorCorps

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May 8, 2019 All Industries

2019 could be the year of the human, at least as far as shareholder proposals are concerned. Proposals this year run the gamut, from talent and diversity to battling plastics and opioids. Here’s a snapshot of four “human” issues making the rounds at annual meetings:

1. Human Capital Management
This is an area of growing interest that even the Securities and Exchange Commission is spending time thinking about. EY Center for Board Matters found in a recent study that “more than a third of investors told us human capital management and corporate culture should be a top board focus, up from just 6 [percent] three years ago.”

2. Diversity, of all kinds
By this point, board diversity should be a no-brainer. Yet, only around 20 percent of S&P 1500 board seats are held by women. Investors continue to push for change. Beginning in 2019, proxy advisory services firm Glass Lewis will “generally recommend voting against the nominating committee chair of a board that has no female members. Depending on other factors, including the size of the company, the industry in which the company operates and the governance profile of the company, we may extend this recommendation to vote against other nominating committee members.” Asset management firm BlackRock has also stated support for board diversity, encouraging companies to have at least two women directors on their board. Executive diversity is another concern for stakeholders. This year Trillium Asset Management withdrew a shareholder proposal at automotive supplier Borg Warner after the company agreed to publish metrics on diversifying and retaining its workforce.

Investors are also submitting workplace diversity proposals. Trillium continues to support workplace diversity and has submitted shareholder proposals that seek a diversity report and “a description of policies/programs focused on increasing diversity and inclusion in the workplace” from companies.

3. Climate change
No longer a fringe movement, a variety of investors are taking a deeper look at the downsides to climate change. “The types of investors citing climate risk were evenly divided among mainstream asset managers, public funds, and faith-based and socially responsible investors, reinforcing the increasingly broad spectrum of investors focused on this issue,” states Steve Klemash, Jamie Smith, and Kellie Huennekens for the EY Center for Board Matters.

4. Battling the opioid crisis
The opioid crisis has torn apart families and created a blame game in corporate America. It’s also topic that has caused the ire of investors.

Since the 2018 proxy season, 19 shareholder resolutions that at least partially relate to the opioid crisis have been placed on the ballots of 10 companies, according to the Morningstar Fund Votes proxy database. “Of the 19 resolutions, 14 have come to vote to date (24 April), averaging 35 [percent] support, a relatively high level of support given that, across the board, management of targeted companies recommended investors vote against the resolutions. And at three companies–Assertio Therapeutics (ASRT), Rite Aid (RAD), and Walgreens Boots Alliance–support was north of 60 [percent]” according to Morningstar.

Withdrawn ESG Proposals
“In 2018, we saw a dramatic increase in the percentage of environmental and social (E&S) proposals that were withdrawn by their proponents after successful engagements with companies, as 48 percent of E&S proposals were withdrawn, compared to 36 percent of proposals in the previous years. Early trends indicate a higher propensity for environmental proposals to be withdrawn, while governance proposals are more likely to be omitted,” stated Subbed Mishra, executive director at proxy advisory firm Institutional Shareholder Services.