AGM season: shareholder resolutions and how we voted
AGM season: shareholder resolutions and how we voted
We have taken action by voting against management and in favour of shareholder resolutions across a range of topics from racial equity to climate and lobbying disclosures this AGM season.
Now that this year’s voting and reporting season nears its end, we thought it would be useful to highlight the main trends in our decisions and some key shareholder resolutions.
We have been publishing all votes on environmental and social resolutions and the rationales on the voting section of our website. We also wrote about shareholder resolutions in our Q2 sustainable investment report.
Below is our summary.
People issues we’ve voted on (social)
Diversity and inclusion
It has been a record year for diversity-related proposals and we’ve supported a number of them.
This AGM season we asked First Solar, the 20-year-old American manufacturer of solar panels and provider of solar power plants, for a plan on board diversity, for example.
Among other shareholders, we voted in favour of a proposal requesting a report on plans to improve diversity at the Nasdaq-listed firm headquartered in Tempe, Arizona. The company currently has zero racially or ethnically diverse directors on the board and, whilst it states the Nominating and Governance Committee is committed to selecting minority candidates, we believed the requested report would increase board accountability for this and help drive an improvement.
We also asked for reports on workforce and diversity and inclusion initiatives at rail transport giant Union Pacific and UPS, the shipping and logistics service.
Union Pacific, the North American rail transport business based in Omaha, Nebraska, is one of a number of firms that had declined to make public its Consolidated EEO-1 Report submission to the US’ Equal Employment Opportunity Commission.
The submission is an annual federal government requirement but many companies are not keen to make it voluntarily available, despite intensifying pressure for transparency.
A shareholder resolution specifically asked the firm to annually disclose its Consolidated EEO-1 Report on its website. Although the company does disclose some data relating to the diversity of its workforce, the level of detail is limited. Given that the company already reports this information to the EEOC, and public disclosure will enable better assessment of success of the company's diversity efforts, so we were supportive of the proposal.
In the case of UPS, the company was also being asked to publish an annual report assessing the company diversity and inclusion efforts. Whilst the company reports some diversity statistics, it lags peers in the granularity of its disclosure. The group has faced several allegations of discrimination on the basis of race and religion, including lawsuits in 2018 and 2019, we therefore believed increased disclosure in this regard would allow investors to better assess these potential reputational and legal risks.
In the case of Union Pacific, the company was being asked to "publish an annual report assessing the company's diversity and inclusion efforts". Whilst the company does provide some information on its diversity and inclusion efforts, it does not provide comprehensive diversity metrics. We would welcome additional disclosure on this issue.
We’ve supported specific asks on pay disparity at Amazon and the US food company Mondelez, known for brands including Oreos, Belvita and Ritz biscuits and Cadbury, Milka and Toblerone chocolate.
At Amazon’s AGM a shareholder resolution called on the business to report on its gender and racial pay gap. This is something we supported last year. The company does report on its gender pay gap in the UK, in line with UK regulation, and has just a single line on its global racial pay gap in its sustainability report. However, there is nothing about how this has been calculated. The company has committed to disclose its EEO-1 report, but at the time of the AGM this had not yet been disclosed. The workforce diversity stats that are disclosed show a lack of progress on promoting a diverse talent pool. More transparency would be welcome, so we voted FOR.
Another shareholder resolution called for a report on promotion data. Whilst this is an unusual request, and it’s not common practice to report on promotion velocity, there is a slow progress on aligning the diversity of the wider workforce and that of management so we welcome more transparency on promotions as one way of addressing inequality at management level. We voted FOR.
At Mondelez’s AGM in May the company was being asked to take into consideration the salary ranges of all employees when setting CEO compensation targets. While we welcome the company’s existing disclosure on compensation policies and practices, we believe that ensuring executive compensation is reasonable in the context of overall pay practices is an important angle to complement other assessment and benchmarking approaches. As such we supported this proposal.
We believe that corporate diversity is a key driver of returns and we've taken action by asking for racial equity audits at Amazon, JPMorgan investment bank, American financial services business State Street Corporation and the US tech corporation Intel.
At Amazon’s AGM in May, 44% of votes cast supported a request that the board commission “a racial equity audit analysing Amazon’s impacts on civil rights, equity, diversity and inclusion, and the impacts of those issues on Amazon’s business”. The proposal was filed by New York State comptroller Thomas DiNapoli and the New York State Common Retirement Fund. It was considered an “immense success for a first-time proposal” by DiNapoli’s office.
This shareholder resolution was new for 2021. Throughout proxy season we have supported similar requests at other US companies and we supported the request for greater transparency that may further strengthen the company's existing policies. We voted FOR.
Meanwhile the shareholder proposal for a racial equity audit at JPMorgan, brought by the CtW Investment Group, was backed by almost 40% that month. It requested that the board “oversee a racial equity audit analysing JPMorgan’s adverse impacts on non-white stakeholders and communities of colour”. We welcome the company’s existing initiatives and reporting in this area, including its diversity and inclusion reporting, commitment to spend $30 billion over the next five years to advance racial equity, and efforts to increase diversity, equity and inclusion and equality across the business. However, we also note that the company's reputation has been damaged as a result of recent controversies relating to the issue. We are supportive of an audit that would help the company identify and address any remaining gaps or areas of development in its current approach. As such, we supported the proposal.
Over one third (almost 37%) supported a comprehensive racial equity audit via a resolution filed by the Service Employees International Union Master Trust at the State Street AGM, also in May. The company was being asked to oversee and report on a racial equity audit analysing the adverse impacts of the company on non-white stakeholders and communities of colour. We welcome the company’s existing initiatives and reporting in this area, including its diversity & inclusion reporting, efforts to improve the diversity of the board, enhancements to proxy voting guidelines and review of the State Street Foundation's grant portfolio and pipeline. We are supportive of an audit that would help the company identify and address any remaining gaps or areas of development in its current approach. As such, we supported the proposal.
At Intel’s AGM a shareholder proposal was requesting that the business produce a report on whether written policies or unwritten norms at the company reinforce racism in the company culture. We commend the company's existing initiatives in this area and the level of disclosure it already gives on its efforts to improve racial inequity at the business. However, we are supportive of any further efforts that may help identify any gaps or areas for further improvement. We therefore believed a vote FOR was warranted.
In a separate shareholder resolution the company was being asked to produce a report on the company's gender and racial pay gaps. We believe Intel already provides a great deal of disclosure in this regard and therefore do not believe another report on gender and racial pay would be of value to shareholders. We therefore believed a vote AGAINST was warranted. The proposal for a report on racial and gender pay gaps at Intel received only 15% of shareholder votes.
At Citigroup’s AGM, in a shareholder resolution brought by CtW Investment Group, the company was being asked to oversee and report on a racial equity audit analysing the adverse impacts of the company on non-white stakeholders and communities of colour. We welcome the company’s existing initiatives and reporting in this area, including its talent and diversity reporting, $1 billion in strategic initiatives to help address the racial wealth gap, and recent hiring of a chief diversity officer. We are supportive of an audit that would help the bank identify and address any remaining gaps or areas of development in its current approach. As such, we supported the proposal. Unfortunately the resolution failed, with only 37% of shareholders voting FOR.
The shareholder advocacy group As You Sow has said 70% of S&P500 companies published statements of commitment to workplace diversity, equity and inclusion in the wake of the murder of George Floyd.
We’ve supported specific resolutions to combat potential human rights infringements, for example asking for more information on due diligence at Northrop Grumman, the global aerospace and defence business headquartered in Virginia, US.
The shareholder resolution was brought by the Sisters of St Dominic of Caldwell, New Jersey, and the School Sisters of Notre Dame Cooperative Investment Fund.
As the proponents of the resolution wrote in their supporting statement, “as the world’s fourth-largest defence company, Northrop Grumman’s most severe human rights impacts are likely to result from the use of its products and services, such as controversial arms trade, military training, nuclear weapons and border surveillance systems. Business relationships with the US government and foreign governments whose activities may be linked to human rights violations may expose Northrop Grumman to legal, financial and reputational risks.”
This repeat shareholder proposal was asking the company to report on its human rights due diligence process. Given the line of business the company operates in, we welcome greater disclosure in its implementation of human rights due diligence so a vote FOR was warranted.
The defence industry is failing to carry out effective human rights due diligence, according to a 2019 Amnesty international report.
We have supported a range of resolutions at big tech companies calling for them to take on a greater responsibility for their impact on society. We voted on shareholder resolutions at the AGMs of Facebook, Amazon and Alphabet.
We've asked Amazon for a report on how AI technology called Rekognition, a facial recognition software, could contribute to human rights violations; on gender and racial pay gaps; promotion velocity; and a diversity and inclusion audit. The proponent of this shareholder resolution had asked for more disclosure around the potential human rights risks associated with the company's facial recognition software. Following the death of George Floyd the company announced a one-year moratorium on the sale of Rekognition to law enforcement whilst regulations were reviewed. It is unclear what changes, if any have been made as the moratorium comes to an end so we voted FOR.
Since then a report from a US government agency has revealed six federal agencies turned to facial recognition software to identify protesters following George Floyd’s murder. There have been concerns around how the tech is used and suggestions it misidentifies women and minorities at a higher rate.
We've asked Facebook for a report on online child sexual exploitation and privacy tools as well as for a report on efforts to combat platform mis/dis-information.
In a shareholder proposal where Facebook was asked to issue a report assessing the risks relating to increased sexual exploitation of children as the company develops additional privacy tools, we voted FOR because greater transparency in this area would be welcomed given the severity of the matter and the company's involvement in controversies.
For a shareholder proposal asking the board to prepare a report assessing the benefits and drawbacks of the enhanced efforts to reduce mis- and dis-information on its platform that were put in place during the 2020 election cycle, we felt such information would be valuable given growing reputational and strategic risks in this area.
The board was asked in another shareholder resolution to nominate an independent director with human/civil rights expertise. We welcome the company's efforts to strengthen its policies and oversight mechanisms in this area, including a series of independent civil rights audits, establishment of a Civil Rights Taskforce, and appointment of a Human Rights Director. It is not clear that a subject matter expert on the board is the most effective mechanism to enhance existing efforts. We therefore did not support this proposal.
At Alphabet, owner of Google, we have called for an independent director with human rights experience, for sustainability metrics to be reflected in executive compensation, and for a report on its whistle-blower policy.
Ongoing controversies suggest that the company’s efforts to address human and civil rights concerns need to be strengthened. We were therefore supportive of the proposal to require an independent director nominee with human and/or civil rights experience.
When it came to a shareholder resolution calling on Alphabet to assess the feasibility of incorporating sustainability metrics into compensation plans for senior executives, we welcome the company's diversity and sustainability goals and believe that introducing ESG metrics into management incentives could help to ensure that the company continues to deliver on its sustainable performance. We therefore supported the proposal.
The business was asked to oversee and report on a third-party review of its whistleblowing policies via a shareholder resolution proposed by Trillium Asset Management and non-profit Open MIC. We welcome the company's existing policies in this area and its recent initiatives to strengthen these. However, we also note reputational risks as a result of recent controversies relating to the issue. The resolution followed the firing of the prominent AI ethics researcher Timnit Gebru and her co-lead Margaret Mitchell. Timnit Gebru had been working on a paper on the dangers of large language models. We are supportive of a review that would help the company identify and address any remaining gaps or areas of development in its current approach. As such, we supported the proposal.
Planet issues we’ve voted on (environment)
When it comes to climate resolutions we’ve largely been asking for emissions reduction targets – particularly focused on significant emitters such as global shipping and logistics business UPS and the global machinery manufacturer Caterpillar; and large oil and gas companies like Conoco Phillips, Alaska’s largest crude oil producer; and oil & gas giants Exxon Mobil, Royal Dutch Shell and Chevron.
At UPS’ AGM, the company was, once again, being asked to produce a report on its plans to reduce its total contribution to climate change and align its operations with the Paris Agreement goals. While the company does have initiatives and targets in place, those do not appear ambitious enough given how emission intensive its operations are. A vote FOR was warranted.
At Caterpillar’s AGM the company was being asked, in a shareholder proposal from As You Sow, to publish a report disclosing its climate policies, performance and targets, in alignment with the Net Zero [Company] Benchmark. The Net Zero Company Benchmark has been issued by the Climate Action 100+ investor engagement initiative. The first benchmark assessed the ambitions and actions of the world’s largest greenhouse gas emitters and other companies. Caterpillar, the Fortune100 machinery business based in Illinois, US, lags peers in respect to its climate transition plans, so we would welcome a report of this kind. A vote FOR was warranted. Around 48% of votes cast supported the proposal.
At the General Motors AGM the company was asked to report on if and how it incorporates emissions reductions targets into executive compensation. We welcome the company's climate-related initiatives and believe that transparency on sustainability metrics in executive compensation could help to ensure that the company continues to deliver on its sustainable performance. We therefore supported the proposal. Unfortunately the resolution failed, with only around 16% voting FOR.
At Conoco Phillips’ AGM a shareholder proposal asked the oil giant to report on plans to reduce total contribution to climate change and align its operations with the Paris Agreement goals. Whilst the company has a target to achieve net zero in scope 1 and 2 emissions by 2050 coupled with an intensity reduction target of 35-45% by 2030; investors would welcome short term targets to monitor the progress towards mentioned longer terms targets coupled with a focus on scope 3 emissions and their impact. Scope 1 emissions are all direct emissions, scope 2 are indirect emissions from electricity purchased and used by an organisation, while scope 3 emissions are all other indirect emissions, including from sources a business does not own or control. This includes emissions from travel, procurement, waste and water. A vote FOR this resolution was given.
At Exxon Mobil’s AGM we voted in favour of four new investor-nominated directors with experience in energy transition. Three of these were successful. We also voted for a net zero 2050 scenario and climate lobbying alignment with the Paris Agreement.
At Chevron’s AGM we voted in favour of emission reduction targets and a net zero 2050 scenario. The company was being asked to substantially reduce the greenhouse gas emissions for their energy products in the medium and long term as defined by the company. A vote FOR this resolution was given as scope 3 carbon emissions make up a high proportion of total emissions for energy companies and we see best practice within the sector as setting scope 3 emissions reduction targets. The resolution wording allows flexibility to the company in terms of pace and level of reduction. Shareholders voted 61% in favour of the proposal to cut scope 3 emissions.
Another shareholder resolution called on Chevron to report on impact of a Net Zero by 2050 scenario. The board of directors was being asked to issue an audited report on whether and how significant a reduction in fossil fuel demand, under the International Energy Agency's Net Zero by 2050 scenario, would affect the company's financial position. A vote FOR this resolution was stated as shareholders would welcome more information on this. Net Zero by 2050 is a roadmap for the global energy sector.
In the UK, at Royal Dutch Shell’s AGM, a shareholder resolution asked the company to set and publish targets aligned with the goals of the Paris Agreement. The resolution asked for short, medium and long-term targets on scope 1, 2 and 3 emissions. We acknowledged elements of overlap between this resolution and that of an advisory vote on the company's climate transition Strategy. A vote FOR this resolution was given as, whilst we praise the progress made by the company and the climate transition strategy reported; on climate targets specifically we support the ambition of this resolution with regards to Paris Agreement alignment and evolving best practice for the industry in terms of setting ambitious, absolute emissions reduction targets. A Dutch court has also ordered Shell to significantly deepen planned greenhouse gas emissions targets.
In the UK, at BPs AGM the company was being asked to set short, medium and long-term targets for greenhouse gas emissions of the company’s operations and the use of energy products. A vote AGAINST the resolution was given in this case. This was on the premise that the company has, in the past year, set industry-leading climate targets; largely relating to the use of absolute emissions reduction targets compared to intensity-based targets and the numerous timescales and scopes (scopes 1, 2 and 3) at which reductions are set. Our decision acknowledged BP's detailed climate strategy at present but will not limit us in terms of monitoring the company's progress and pace towards these targets and pressing for further ambition where possible in terms of reaching the Paris Agreement and limiting warming to 1.5 degrees Celsius.
Fossil fuel financers
At HSBC's AGM, for example, we voted in favour of a management resolution added to the ballot in a response to a shareholder resolution. The resolution passed.
At HSBC’s AGM we voted in favour of a management resolution added to the ballot in response to a shareholder resolution. The original shareholder resolution was withdrawn and management’s climate resolution was supported with a result of 99.7% FOR.
The global bank had asked shareholders to support its proposals to set, disclose and implement a strategy with short and medium-term targets to align its provision of finance with the goals and timelines of the Paris Agreement. It will start with oil and gas and power and utilities.
It also proposed to publish and implement a policy to phase out the financing of coal-fired power and thermal coal mining by 2030 in markets in the European Union/Organisation for Economic Cooperation and Development, and by 2040 in other markets.
The proposal included reporting on progress against that strategy and policy on an annual basis, starting with the 2021 annual report, including methodology, scenarios and assumptions used.
At Barclays’ AGM we supported management as it has made significant strides in its climate strategy, but progress continues to be monitored closely. The bank was being asked to set, disclose and implement a strategy, with further and improved short, medium, and long-term targets, to phase out financing to fossil fuel projects and companies, and report annually on progress. We are committed to a Paris-aligned transition and to pushing the companies in which we invest to do so.
Barclays has made significant strides in doing so over the last year, including setting out its commitment to become a net zero bank by 2050 and setting out interim targets and a pathway to that destination. We recognise that the bank has more to do; we will continue to hold the company accountable for implementing the changes that will be needed to meet that goal. However, we are concerned that a complete phase out of financing to fossil fuel companies and projects will undermine and disrupt the company’s ability to make the transition to net zero it has described, and limits its ability to support companies committed to transitioning, which we consider a key component of a climate transition. Had the resolution wording recognised the importance of supporting transition in fossil fuel industries, or focused on narrower categories of fossil fuel companies, it would have been easier to support. But as worded, we believed this resolution risked undermining the progress the bank is making and which we believe it must continue to make, toward its net zero goal. The resolution from Market Forces failed, with only 40% voting FOR.
- Read more: Sustainable Investment Report Q2 2021: Barclays case study: our decision to reject a resolution that referenced ‘fossil fuel phase-out'
- Read more: How we’re engaging with banks on their fossil fuel financing
Governance issues we’ve voted on
We have asked for more details on lobbying payments and policies to ensure transparency.
Examples include resolutions at Uber, Netflix, the US home improvement company The Home Depot, Chevron, Exxon Mobil and JPMorgan. This includes some specific asks on climate related lobbying from companies like Norfolk Southern (US freight rail transportation company) and US energy companies Phillips 66 and Sempra Energy.
At Uber’s AGM a shareholder resolution asked the company to produce a report on its lobbying activities and expenditures. Uber provides some detail around its lobbying activities and expenditures, however the disclosure is not comprehensive and is not reported on a consistent basis on its website (which would be best practice). We note the group has been involved in a potential controversy for its lobbying activities and therefore believe additional information in this area would better help shareholders assess the risks related to the company's political activities. We therefore believed a vote FOR was warranted.
At The Home Depot’s AGM it was being asked to publish, at least annually, a report analysing the congruency of political electioneering expenditures during the preceding year against publicly-stated company values and policies. A vote FOR this resolution was given as greater transparency and assessment of alignment between lobbying activities and public statements and strategy would be welcome. The wording of the resolution is not prescriptive as it is simply asking for the company to undertake this alignment assessment and report this analysis rather than any specific actionable changes to lobbying activities.
At Phillips 66’s AGM the company was being asked to conduct an evaluation and report within the next year on how its lobbying activities align with limiting warming to well below 2 degrees Celsius, the Paris Agreement goal. In recent years we have seen several industry peers produce detailed reports in terms of how their lobbying and how trade association memberships align with their views and strategy on climate change. Investors would benefit from increased disclosure on the level of alignment between a company's lobbying activities and climate change goals, particularly where trade associations may cover a breadth of topics and so without communication, alignment may be unclear. A vote FOR this resolution was therefore given.
Similarly at Sempra Energy’s AGM, the board was being asked to evaluate how its direct and indirect lobbying activities align with the Paris Agreement goals and how the company plans to mitigate risks that arise from any misalignment. We are supportive of greater transparency in this area and note examples of inconsistencies between the company's overall climate strategy and the lobbying positions taken by some of its subsidiaries and trade associations. Investors would benefit from further information on the company's approach where lobbying and trade association positions are not aligned with the company's overall climate strategy and the Paris Agreement. Therefore, we supported this resolution.
At Chevron’s AGM the company was being asked to report on its lobbying payments and policies. A vote FOR this resolution was given. Investors would welcome greater transparency on additional information relating to the company's lobbying-related expenditures and trade association memberships and payments.
At Exxon Mobil’s AGM the company was asked to report on political contributions, report on its lobbying payments and policy, and report on corporate climate lobbying. We voted FOR all three lobbying-related shareholder resolutions.
On political contributions, the company was being asked to prepare and semi-annually update a report on political contributions. The resolution asked to disclose policies and procedures for making contributions and expenditures and monetary and non-monetary contributions or expenditures. A vote FOR this resolution was given as shareholders would welcome increased information regarding the company's policies and trade association memberships. On lobbying payments and policy, the company was being asked to report on its direct and indirect lobbying activities and expenditures. A vote FOR was given as shareholders would welcome additional information from the company on lobbying-related expenditures, trade association memberships and company procedure. On corporate climate lobbying, the company was being asked to report on how the company's direct and indirect lobbying aligns with the Paris Agreement goals. A vote FOR this resolution was given as shareholders would welcome additional information on how the company's lobbying activities and trade association memberships align to the Paris Agreement and climate change. Increased disclosure has taken place within the sector on this topic and we saw this resolution as an ask for Exxon to move in line with best practice on this reporting.
At JPMorgan’s AGM the company was being asked to provide greater disclosure on its political spending. We are supportive of greater transparency in this area (and in general) and therefore supported this resolution.
At Netflix’s AGM the company was being asked to provide greater disclosure on its political contributions. We are supportive of greater transparency in this area (and in general) and therefore supported this resolution.
Engagement escalation examples: voting against directors
At Chevron’s AGM we voted against the chair of the governance committee to show our disappointment at lack of progress on emissions targets.
At Amazon’s AGM we voted against lead director Jonathan Rubinstein to voice our concerns over a lack of transparency around labour standards and workforce structure (particularly over the use of subcontractors).
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