American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies better reflect American values by being more accountable to their beneficial owners. Accomplishing that goal depends on transparent governance, such as proxy voting, and fostering real dialogue on the issues faced by corporations and investors. As I have argued, real-time disclosure of proxy votes could drive these huge funds to compete with each other based on not only profits and costs but their governance efforts, as reflected in proxy voting records. Continue Reading →
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Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative model, in contrast to models based on management power or shareholder power. (download paper in pdf) Continue Reading →
Environmental health program manager wanted by my favorite nonprofit, As You Sow. Austin Wilson is leaving for a period of extensive travel. I will certainly miss him and hope when he returns he will find similar employment. Looking to make the world a better place and have the right skills and experience? There is probably no better place you could be working. Official job announcement. Continue Reading →
Ford Motor Company (F) designs, manufactures, markets, and services a range of Ford cars, trucks, sport utility vehicles, and electrified vehicles; and Lincoln luxury vehicles worldwide. Placing a big bet on the continued profitability of gas guzzling SUVs and trucks, they recently announced phasing out most sedans. Most shareholders do not vote because reading through 100+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read my rationale), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.
Starbucks Corp (SBUX), operates as a roaster, marketer, and retailer of specialty coffee worldwide. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.
I noticed some 2017 Tax Planning advice from Blank Rome LLP and thought to alert readers. On December 20, 2017, Congress passed its comprehensive tax reform bill, the Tax Cuts and Jobs Act (“the Act” or “the Bill”), which is expected to be signed into law by President Trump in early January 2018. The Bill represents one of the most extensive modifications to the U.S. tax code in recent history, significantly modifying U.S. taxation for individuals and businesses. Most provisions take effect on January 1, 2018, but the time to act is now. You may not like this legislation but it will go into effect regardless. Now is the time to make a huge tax deductible donation to your favorite 501(c)(3). Mine is As You Sow. Continue Reading →
As millennial-aged employees now represent the majority of the U.S. workforce, it is increasingly important that corporate management finds ways to engage them in the company. Creating 401k plans which connect to their core values — like solving human, social and environmental problems through their work and investments — can be a huge advantage to the company as a whopping 85% of millennials surveyed in the 2016 US Trust study said they consider their investment decisions as “a way to express their social, political, and environmental values.” This attracts the best talent, spurs employee engagement, extends retention, and sparks innovation. Continue Reading →
The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against most executive pay packages is one of the first steps to restoring shareholder value, company sustainability and the very foundations of American democracy.
Why combine CEO and chair positions or pay executives with options when both practices lead to poor results? We don’t except “everyone else does it” as an excuse for harmful behavior from our teenagers; why should we accept it as a reason from compensation consultants and the former CEOs sitting on most corporate boards? Clifford also outlines possible remedies but nothing will be done unless we shift public opinion. If widely read and discussed, The CEO Pay Machine could be central to change. Continue Reading →
Restaurant Brands International (RBI), parent of Tim Hortons, Burger King and Popeyes, announced its decision to purchase only chicken raised without antibiotics important to human medicine by the end of 2018, a major sustainability milestone for the world’s third-largest fast food restaurant operator.
RBI came to an agreement in March 2016 with As You Sow,a non-profit shareholder advocacy group, to set timelines to prohibit the use of medically important antibiotics in its global meat and poultry supply chains. In response to this commitment, As You Sow withdrew a shareholder resolution calling for reduced antibiotic use in the Company’s products. Continue Reading →
Digital Strategies Fellow sought by As You Sow to assist the Director of Digital Strategies with research, data analysis, project management, and outreach to stakeholders.
This position is a unique opportunity to merge technical and programmatic skills. You will be part of a team developing web tools and data-driven approaches to financial transparency and environmental and social issues, including climate change. Help us identify problems, seek out and analyze data, make it available to the public over the web, and coordinate with stakeholders around the world to spread the word. Continue Reading →
I don’t own ExxonMobil $XOM stock or the stock of any other oil companies, so won’t be examining their proxy when it comes out or making voting recommendations. However, oil companies do remain a potent economic force and won’t be going away anytime soon… even though folks like me hope to be driving around in electric cars fueled by the sun and wind within a few years.
ExxonMobil may be a special case, since they appear to have essentially funded a disinformation campaign on climate change for many years. See Exxon Knew, among many other sources and campaigns. I thought it would be interesting to take a look at shareholder proposals grappling with the beast. If you own stock in ExxonMobil and want to be a responsible fiduciary, how do you get them to take climate change seriously?
Since the proxy hasn’t been published, I don’t know what proposals will be included. However, ExxonMobil requested four no-action letters from the SEC that were refused. Let’s look at those. Continue Reading →
The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? is the second such report from As You Sow in two years. I hope it continues as an annual tradition. I urge everyone to read it. Rosanna Landis Weaver, Jackie Cook and others contributing to this project did a great job. As Nell Minow said of the report:
Overpaid CEOs: Rational Apathy at Investment Funds
Below are a few highlights from their press release and executive summary:
CEO pay grew an astounding 997% over the past 36 years, greatly outpacing the growth in the cost of living, the productivity of the economy, and the stock market, disproving the claim that the growth in CEO pay reflects the “performance” of the company, the value of its stock, or the ability of the CEO to do anything but disproportionately raise the amount of his or her pay.
In the last year, pay for S&P 500 CEOs has risen (by some estimates up to 15.6%), yet the value of the shares of these companies actually declined slightly- despite massive expenditures of corporate funds on stock buybacks designed to increase the value of those shares. After five years of delay the SEC finally adopted rules that will allow shareholders to better understand the gap between the pay of the CEO and other employees of the corporation. The SEC is also moving forward on rules that will help expose the gap between the pay of the CEO and the performance of the companies’ shares in the stock market. Furthermore, some mutual funds and pension funds began to better exercise their fiduciary responsibility by more frequently voting down some of the most outrageous CEO pay packages.
Today more and more investors own shares through mutual funds, often investing in S&P 500 index funds. Individual investors are not in a position to sell their stakes in a company. The funds themselves are subject to a number of well-documented conflicts of interest and to what economists refer to with the oxymoronic-sounding term “rational apathy,” to reflect the expense of oversight in comparison to a pro rata share of any benefits.
The following PX14A6G filing on a shareholder proposal at Anadarko $APC by As You Sow might be of interest to readers. I’m too busy with my own proposals to make all the links work and to neaten up this post but you can find them in the original filing here.
I suspect we will see many more proposals like these in future. I think there are risks in carbon investments to both inhabitants of Earth and individual portfolios, so have sold just about everything in my portfolio in that sector, preferring alternative energy and biosciences. I like what As You Sow is doing and for a while I was trying to invest in “best-in-class” carbon companies… hoping to see more transition their investment to renewables. Unfortunately, what I found was mostly just greenwashing efforts. There is certainly much to be said for investors, like As You Sow, hanging in there and pushing from the inside. I applaud their efforts. Continue Reading →
Procter & Gamble Company (PG), which manufactures and sells branded consumer packaged goods, is one of the stocks in my portfolio. Their annual meeting is coming up on 10/14/2014. ProxyDemocracy.org had collected the votes of three funds when I checked on 9/20/2014. I voted with management 44% of the time and assigned them a proxy score of 44. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Proctor & Gamble 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →
Companies that gave $46 million to stop California GMO labeling risk negative brand reputation if they fund effort to stop I-522 initiative for transparent labeling of food. Companies that donated funds to oppose ballot initiatives to require the labeling of products containing genetically modified organisms (GMOs) are facing new pressure from shareholders to stay out of future elections.
Leading up to the vote on Washington State’s ballot initiative to require GMO labeling, As You Sow, the Green Century Equity Fund, the Environmental Working Group (EWG), and the U.S. Public Interest Research Group (U.S. PIRG) are filing resolutions asking the top corporate donors to the opposition of the California GMO labeling ballot initiative to refrain from using Continue Reading →
About a month ago, I posted a piece aimed at getting students and alumni at Harvard (and hopefully at other universities) to advocate for more democratic endowments. In my zeal to focus on endowment governance, I was far too dismissive of the movement at Harvard and hundreds of universities to divest of fossil fuels. While I still think endowment governance is central, after further examining the issue, I have come to believe divestment of fossil fuel companies is likely to be a very important part of a larger movement to ensure a salubrious planet and one which should also be compatible with more democratically governed endowments.
Perhaps explaining the evolution of my thoughts will help others have a similar conversion.
In reviewing the Investment Policy Statement of the Fair Harvard Fund, I expressed my opinion that their strong emphasis on negative screening reminded me of where SRI funds were 20 years ago (Fair Harvard Fund Makes Progress: Alternative Endowment Should Be Permanent & Democratic): Continue Reading →
As students around the country are asking their university endowments to do the climate math and divest from fossil fuel companies, the financial community is responding with its own math, the “investment math,” to determine the risk impact of carbon divestment. Aperio Group LLC, a financial advisory firm that manages customized portfolios for a range of values-based investors, released its latest analysis of the risks of divesting from carbon: Do The Investment Math: Building a Carbon Free Portfolio. Continue Reading →
I waited until almost the last minute hoping to get proxy advice from my usual sources, ProxyDemocracy.org and MoxyVote.com. However, little has been forthcoming… nothing from Proxy Democracy as I write this.
Based on Moxy Vote information and recommendations from As You Sow, I went ahead and voted against two directors: Howard Schultz and Javier G. Teruel. I voted along with the As You Sow recommendation at Moxy Vote in favor of the shareowner proposal to Adopt Comprehensive Recycling Strategy for Beverage Containers. Starbuck’s is doing more than many companies in this area but I want to stress the importance of going even further, both for the environment and to project the right image for companies in which I want to continue to be a long-term shareowner.
I was able to find how Florida SBA voted, so went with them and voted against amending the omnibus stock plan. I understand their advance votes will soon be recorded at MoxyVote, which may finally make that platform a one-stop-shop, since it will give them the depth and breadth of the 4th largest public pension fund.
All of my other votes were with management.
First up was Environmental Shareowner Resolutions Gain Record Levels of Support in 2010 Proxy Season, in which Kropp interviewed Michael Passoff of As You Sow. Looking back on shareowner vote totals for first-time environmental resolutions over the past decade, five of the top ten were for resolutions filed this year. One reason, according to Passoff, was that “Shareholder activists are getting better at making financial arguments about risks from environmental and social liabilities.” In addition to strong showings for resolutions on coal ash and hydraulic fracturing, which got considerable press, a first-time vote on Bisphenol A (BPA) at Coca-Cola won 21.9% of shareowner votes, and resolutions addressing oil sands development in Canada won substantial vote totals as well.
Kropp interviewed Laura Berry of the Interfaith Center on Corporate Responsibility (ICCR) whose members filed a total of 308 shareowner resolutions this year, addressing issues across the ESG spectrum. After years of attempting to convince financial companies to disclose the manner in which they collateralized derivatives, only to have the resolutions disallowed by the SEC, ICCR members were finallysuccessful in having the resolutions included on proxy ballots. Resolution filed at Goldman Sachs, Bank of America, Citigroup, and JP Morgan Chase requested that the companies “ensure that the collateral is maintained in segregated accounts and is not rehypothecated. (taking in collateral as guarantees on derivatives trades, and then using it as collateral for their own transactions)
Members are also “connecting the dots” on health care, asking, “do companies go on record saying they support universal health care, and then underwrite the US Chamber’s efforts to derail it?” Some retail shareowners are beginning to see some value in voting but “I don’t think the average retail investor really understands how to be a citizen investor yet.” “Institutional investors are beginning to understand the connection between lack of transparency and investment risk.” “Those of us who think about social and human capital have been working on these issues for such a long time,” Berry said. “Now, we owe it to the issues to move beyond our circle and make our case to mainstream investors.” (Higher Shareowner Votes Are Encouraging, But Not Enough to Change the System)
Kropp finished up by interviewing me for a post entitled, Will 2011 Be a Watershed Year for Corporate Governance? Speaking to a largely CSR audience I stressed the fundamental importance of corporate governance to any chance of winning on social and environmental issues. Pay attention to the rules of the game. In that regard, the most important development was Apache v. Chevedden where Apache won the battle but lost the war and the Dodd-Frank bill.
I was on a call with the Social Investment Forum yesterday where a panel was also discussing the 2010 proxy season. Conrad MacKerron and the folks at As You Sow put together a great recap. Two measures were passed with record high votes on sustainability/GHG emissions (60% at Layne Christensen) and climate change (53% at Massey Energy). In 2000, no majority votes on CSR resolutions… none even above 40% and only 6 above 20% out of 266 resolutions (average vote of 7%). This year, 2 majority votes, 17 above 40%, 88 above 20% out of 361 (average 19% vote). MacKerron attributes to:
- Activists making better financial arguments
- Increased environmental awareness
- Recognizing true vs. externalized costs
- Calculating environmental and reputations risk
- More mutual fund and pension fund support
- SEC Staff Legal Bulletin in October 2009 made it harder for companies to omit resolutions on environmental or health risk assessment
On the call, Sanford Lewis mentioned that SEC staff would likely issue another legal bulletin in the fall. Comments to Meredith Cross, Director, Division of Corp. Finance, might be helpful. For next year, he sees more focus on risk evaluation, enterprise risk management and better coordination between funds to avoid duplication. Paul Hodgson sees even bigger wins for shareowners, with proxy access, expanded say on pay, continuing work on majority voting… an “era of shareholder activism.”
For much more, see post by Lejla Hadzic and Eric Shostal, More Shareholders Call for Political, Climate Risk Disclosure: A Post-Season Review of 2010 Environmental and Social Proxy Proposals, RiskMetrics Group, 7/15/2010. See also Should shareholder proposals serve as an early warning system for emerging risks and retail challenges? by Sanford Lewis and SIF proxy season recap call by Paul Hodgson.
The first ever shareholder resolution on BPA that was filed at Coca-Cola received 22% of the vote. The information below is from Michael Passoff of As You Sow, which was a co-filer on the shareholder resolution:
Our speaker at the Coke annual meeting just reported that the shareholder resolution on BPA received a 22% vote. This is an excellent first year vote. Few new resolutions get more than 5-6% on a first year vote. Some of the other new resolutions that I can remember getting more than 20% on their first vote were the Say on Pay and climate change resolutions – both of which now regularly get very high support – some even winning majority votes
The resolution received support from some significant sources.
- RiskMetrics Group and Proxy Governance – the first and third largest proxy analyst services in the country both recommend voting FOR this resolution. Both groups note that Coca-Cola does not sufficiently disclose the steps the company is taking to address shareholder and consumer concerns about the use of BPA in can linings.
- CalPERS, the nation’s largest pension fund – voted all of its 6,075,143 shares for this resolution (= aprox. $346M)
- The Investor Environmental Health Network – a shareholder network with $41B in combined assets – supported this resolution.
We will be bringing it back every year until the company catches up with the rest of the industry in recognizing the risks of BPA. Coke should be concerned about where these resolutions are headed over the long term. The main implication of the resolution is that Coke is an industry laggard, and shareholders like to invest their money with leaders not laggards.
Our shareholder coalition contacted Coke in 2007, 2008, and 2009 requesting a dialogue regarding the company’s use of BPA. The company did not agree to talk with us until December 2009. At that point we had already surveyed more than 20 companies over their use of BPA and had engaged in dialogues with several of them – so our dialogue with Coke made it quite clear that they were lagging the industry in several significant ways.
- Coke does not provide consumers with sufficient information regarding the health risks associated with BPA. For example, Heinz Company’s website notes that the company is “proactively exploring alternatives to BPA.” In stark contrast, Coke’s website claims that its beverage packaging does not pose a public health risk, including any “alleged risks” associated with BPA. As the world’s largest beverage company, Coca-Cola sells almost 570 billion servings of beverages. A significant part of this business is selling beverages in aluminum cans that contain BPA. Yet, our company has failed to provide shareholders with sufficient evidence that it is addressing or mitigating BPA related risks.
- Coke’s assumption that BPA does not pose a public health risk, in the face of mounting regulatory restrictions and consumer concerns exposes our company to regulatory, legal, and competitive risks. Coke does not provide investors with information about these financial risks. (CorpGov.net: In my opinion, the company has basically taken the position of Don’t Ask, Don’t Tell: A Poor Framework for Risk Analysis by Both Investors and Directors (HLSCG&FR, 11/15/09)
Coke also lags behind the industry in exploring alternatives to BPA. Coke’s failure to explore BPA-free alternatives leaves it unprepared for likely regulatory changes. For example:
- Four bills were introduced in the 2009-10 Congress to ban or limit the use of BPA.
- Four states passed legislation banning or limiting BPA and in 2009 over 20 states introduced similar legislation.
- In January 2010, the FDA reversed decades of silence on the possible dangers of BPA, stating its concerns about the potential effects BPA has fetuses, infants and young children. The FDA also stated that it supported efforts to replace BPA and to developing alternatives – sending industry a clear signal that it should transition out of BPA
All of this led As You Sow, Domini Social Investments, and Trillium Asset Management to file the first-ever shareholder resolution focused on BPA – and apparently a lot of Coke investors share our concerns.
As can be seen from the list of stocks I own, I don’t have any direct investments in Coca Cola (KO). However, I do have indirect holdings through my pension at CalPERS and through several mutual funds and a strong longstanding concern about the safety of Bisphenol-A (BPA), a chemical used in the epoxy lining of Coca-Cola’s canned beverages.
Domini Social Investments, As You Sow, and Trillium Asset Management Corporation filed the first shareowner proposal focused solely on BPA at Coke, asking for a study updating investors on how the company is responding to the public policy challenges associated with BPA, including summarizing what the company is doing to maintain its position of leadership and public trust on this issue, the company’s role in adopting or encouraging development of alternatives to BPA.
Scientific studies indicate that BPA is an endocrine-disrupting chemical that mimics estrogen in the body. Numerous animal studies link BPA, even at very low doses, to changes in brain structure, immune system, and male and female reproductive systems changes. A recent study in the Journal of the American Medical Association links BPA exposures in humans to cardiovascular disease, diabetes, and liver enzyme abnormalities. Health Canada, a Canadian federal agency has warned that BPA can leach into beverages.
Manufacturers of baby and sports bottles have been eliminating BPA-containing plastics from their product lines. Eden Foods has been using BPA-free cans since 1999 and General Mills recently announced that the company will offer alternative can linings that do not use BPA for their organic canned tomatoes, so substitutes can be found.
There are additional shareowner proposals on the ballot seeking an advisory vote on executive pay, requiring an independent board chairman and performance-based equity awards. All should be supported. I’m delighted that CalPERS is voting in favor of all the resolutions and is also withholding votes from directors B. Diller and J. Wallenberg for serving on too many boards.
Need more voting advice on Coke? Check out ProxyDemocracy.org.
Proxy Preview is an annual publication that focuses on upcoming social and environmental shareholder proposals. However, it also includes some information on governance proposals as well. It was initiated to help foundations and endowments better align investment and mission but it is useful for other organizations or individual shareholders. The Proxy Preview is published by As You Sow Foundation with support from Jessie Smith Noyes Foundation, Educational Foundation of America, Foundation Partnership for Corporate Responsibility and the Singing Field Foundation.
Michael Passoff, Sr. Program Director, Corporate Social Responsibility Program, As You Sow Foundation authored the review, with substantial input from a large number of institutional shareowner advocates. Passoff broadly covers the types of proposals, major players, reviews 2009, discusses trends, identifies the hot topics by category, provides a good discussion of aligning mission with values, a fairly comprehensive list of resources and concludes with a list of votes coming up in the Spring of 2010.
The average vote for social proposals has more than doubled over the last decade. At the same time, there has been an increase in constructive dialogue. In 2009 less than half of the social proposals filed actually made it on the proxy. Most were withdrawn by proponents as a result of negotiations. For the fourth year in a row, Say on Pay is the dominant governance issue. Nearly 60 proposals were filed by the end of Marh on the topic of Political Donations, 47 came from the Center for Political Accountability. Sexual Orientation Non-Discrimination and Climate Change continue as strong issues, while new topics include the Troubled Asset Relief Program (TARP), Coal Ash, Hydraulic Fracturing, and Internet Privacy.