“Change is inevitable, growth is optional”

By Frank Sherman

December is a time of hope……a time to reflect on the past and dream of the future.

As I look back on 2018, I think of Nobel Peace Prize winners Nadia Murad, 25, who became the voice and face of women who survived sexual violence by the Islamic State, and Dr. Denis Mukwege, 63, the Congolese gynecological surgeon has treated thousands of women in a country once called the rape capital of the world. I think of Time magazine Persons of the Year, “The Guardians” – a group of journalists who have been targeted for their work. I think of CNN’s Hero of the Year, Dr. Ricardo Pun-Chong, a physician who provides rooms for poor families who bring their children from the countryside for life saving surgery in Lima, Peru. These are ordinary people doing extraordinary things. 

What about our members of Seventh Generation Interfaith? Are they making a difference?

This year SGI members worked with Midwestern electric utility companies to develop long term climate change scenarios and set ambitious greenhouse gas emission reduction targets. We promoted transparency in corporate political spending and lobbying. We challenged pharmaceutical companies to base their executive remuneration policies on innovation and patient outcomes rather than predatory pricing. We helped companies eliminate deforestation and reduce water pollution in their supply chain. We asked food brands and restaurants to improve their nutritional profile and follow marketing-to-children guidelines to fight obesity. We advocated for human rights policies and ethical recruitment to support workers and communities impacted by global corporate supply chains. 

Our message is growing. Over the past year, SGI added 5 new members and are developing many more prospects to diversify our faith traditions. Our quarterly webinars, semimonthly blog articles and weekly newsletters kept our members informed on our issues and trained on our tactics.

So what do we have to look forward to in 2019? Our Corporate Engagement Plan is bigger than ever including 53 companies in active dialogue with over half of our members. SGI members have filed or cofiled 28 resolutions to amplify our voice to the broader shareholder base. SGI staff and members are active in ICCR leadership and program workgroups. 

Fr. Dan Crosby said it best in his keynote speech at our 45th anniversary when he spoke of his bother Fr. Mike’s conviction to live the Gospel. He reminding us that “change is inevitable, growth is optional”. He ended saying that “…four virtues are essential to SGI’s work: collaboration, solidarity, courage, …….and hope”.

A very blessed holiday season to you and your family, and a hopeful New Year!

Battle for Shareholder Rights Shifts to the SEC

By Frank Sherman

Within the toolkit of a shareholder, the right to propose resolutions for consideration by fellow shareholders is one of the most critical to influence corporate behavior (see SGI blog article posted last year). Further, other tools may be less effective without a robust right to propose resolutions. Many companies find a dialogue preferable to a resolution. Without the risk of a resolution, more companies may choose to forgo dialogues with shareholders. Thus, efforts to restrict shareholder rights are alarming, and those rights are under attack on a number of fronts.

Last year, the House of Representatives threatened this right with passage, along party lines, of the Financial Choice Act (H.R. 10) . The bill would have replaced large parts of the 2010 Dodd–Frank Act and increase the ownership threshold for filing resolutions from $2,000 to 1% of common stock outstanding, and extend the stockholding duration requirement from one year to three years (Harvard Law School Forum). The 1% threshold means that an investor would need about $10 billion in shares to file a resolution with Apple or Amazon and would foreclose the resolution process to all but the largest shareholders. In the Senate, the companion bill (S. 2155) got out of Committee but, fortunately, never made it to the floor.

Another bill aimed to regulate proxy advisory firms like Institutional Shareholder Services and Glass Lewis. As well, the recently proposed bipartisan Senate bill S. 3614 – Corporate Governance Fairness Act (Reuters) is less onerous than H.R. 4015 – Corporate Governance Reform and Transparency Act which passed the House last year (CNBC).

Legislative gridlock means that the battle shifted to the Security and Exchange Commission, who held a Proxy Process Roundtable on Nov 15th. In addition to the shareholder proposal rules, the Roundtable had panels on the proxy voting mechanics and technology and proxy advisory firms.

Investors were well represented in the Roundtable panels by the NYC pension fund, Trillium, CalSTRS, AFL-CIO, and Blackrock. Although opposing views were voiced by the Business Roundtable and the U.S. Chamber of Commerce, investor advocates had a compelling argument. In answer to the Chamber’s argument that the shareholder proposal process was one of the factors driving companies away from IPOs, Brandon Rees (AFL-CIO) noted that “the average public company receives a shareholder proposal only once every 7.7 years, and so it was preposterous to suggest that shareholder proposals were a reason companies avoided going public.” Harvard Law School Forum reported that “most panelists for this topic seemed to view the shareholder proposal system as relatively smooth functioning and didn’t offer that much criticism.”

Given these threats, SGI and some of our members submitted letters to the SEC supporting the current proxy rules as being fair and efficient. 

The topic of proxy process and rules returned to Congress last week when the Senate Banking Committee held a hearing on December 6th. The Chamber again testified that companies and their shareholders have been targeted over social and political issues that are unrelated to and, sometimes, even “at odds with” a public company’s long-term performance. Committee Chair Sen. Michael Crapo (R-ID) seemed to agree, stating “it is time to re-examine the standards for inclusion of these proposals as well as the need for fiduciaries to vote all proxies on all issues in light of the proliferation of environmental, social or political proposals, and the rise of diversified passive funds.” On the other hand, Michael Garland (NYC pension funds) defended shareholder rights and the proxy advisory firms stating “Many of those who are the subject of the proxy analysis do not like to be criticized and receive negative vote recommendations...”

SEC Chairman Jay Clayton amplified these attacks on shareholder rights in a speech at Columbia University on the same day. He indicated that review of the ownership and re-submission thresholds for shareholder proposals will be a priority item for the Commission in 2019.

While some will work to erode the rights of shareholders, we will continue to work with the investor community to protect the voice of shareholders.

Opioid Epidemic: What can investors do?

Opioid addiction has become a disease that has destroyed the lives and families of millions of everyday working Americans. The epidemic is not abating.  With increasing frequency, new headlines emerge as the problem grows in scale and the consequences become ever more devastating. New data from the National Institute on Drug Abuse shows there were over 72,000 estimated overdose deaths last year, a 10% increase on the prior year. These estimates mean the problem is more deadly than gun violence, car crashes and AIDS.

In addition to the human cost, the massive economic cost grows daily. For example, the U.S. Center for Disease Control reports that opioids have cost the American workforce the largest portion of labor since the Spanish flu epidemic in 1918. A recent report from Ohio State University also documents that the crisis is costing Ohio more than the state’s annual budget for k-12 education.

Over the last year, SGI has been working with Investors for Opioid Accountability, an initiative that joins ICCR members with other investors to engage corporations who have profited from this epidemic. We engage pharmaceuticals producers, distributors, and retailers. We believe that companies that have acted negligently should be held to account. However, we do not believe that opioid producers and distributors should be the only stakeholders considered when tackling this issue. Opioids are effective pain killers that are commonly prescribed for acute and chronic pain. To fully address the issue, we believe that regulators, pharmacists, insurers, point-of-care providers and users all have a role to play.

In 2018, IOA members filed 35 resolutions at the following 11 companies: Alkermes; Amerisource Bergen (ABC); Cardinal Health (CAH); Depomed; Endo; Insys Therapeutics; Johnson & Johnson (JNJ); Mallinkrodt; McKesson; Pfizer; Walgreens.

Below are outcomes for the resolutions that went to a vote:

  • ABC – 62% of indep. votes for board risk report
  • ABC – 52% of indep. votes for clawback
  • ABC – 49% of indep. votes for indep. chair
  • Pfizer – 25% for indep. chair
  • Pfizer – 33% corporate lobbying disclosure
  • JNJ –17.8% for stop exclusion of legal costs in executive compensation
  • Depomed – 62.5% for board risk report
  • McKesson – 39% corp. lobbying, 34% accelerated vesting, 1% GAAP, 12% withhold Audit chair
  • Rite Aid – 56.7% for board risk report

An additional 13 resolutions were settled:

  • CAH: Cardinal separates chair and CEO ahead of meeting 
  • JNJ: Indep. chair annual review of combined roles
  • ALK: Board agreed to expand corporate lobbying expenditure disclosure
  • CAH: Board published risk report, misconduct clawback and separated chair & CEO
  • DEPO: Board agreed to misconduct clawback
  • ENDO: Board agreed to risk report, misconduct clawback and expand political spending reporting
  • MCK: Board agreed to continued reporting on anti-diversion efforts
  • MNK: Board agreed to misconduct clawback and expand political spending reporting, Board elected to sell opioid business
  • Insys: Board agreed to misconduct clawback

Next year, we will have even more filings regarding this important issue. It is our hope that more SGI members can become involved in this work so critical to many communities across the U.S.

Proposed Rollback of Methane Regulations Threatens Long-term Viability of Oil and Gas Sector

SGI joined a group of investors in a letter sent to oil and gas companies to warn against the Environmental Protection Agency’s (EPA) proposed rollback of the New Source Performance Standards (NSPS), a regulation the investors say is critical to the long-term viability of the oil and gas sector in the energy transition already underway.

Sent to 30 companies on behalf of 61 investor signatories representing US$1.9 trillion in assets under management, the letter calls upon the companies to offer public support for continued EPA regulation of methane emissions and to oppose the elimination of direct regulation of methane emissions.

More than 610 different companies accounted for 50% of U.S. oil and gas production in 2017. While most of the companies receiving the letter have responded positively to investor engagement on methane management, there are hundreds of companies that are not managing methane emissions carefully, which threatens the reputation of natural gas as a ‘cleaner’ fossil fuel.  A study earlier this year in the journal Science estimated that in the U.S., methane equivalent to 2.3 percent of all the natural gas produced in the nation leaks into the atmosphere during the production, processing and transportation of oil and gas every year.

Strong and fair methane regulations, which require companies to conduct regular inspections for leaks and report on their methane management efforts, create a more stable environment by leveling the playing field among U.S. oil and gas companies. As the U.S. is a net exporter of natural gas, and as an increasing number of countries adopt legislation and other policies to address climate change, sound methane regulation preserves the industry’s global competitiveness. According to the recent IPCC report, countries won’t be able to limit global warming to 1.5 degrees Celsius above pre-industrial levels, considered by some scientists and policymakers to be the “safe” limit of climate change, without immediate and rapid reductions in a wide range of greenhouse gases, including methane.

In 2015, ICCR launched a concerted methane campaign with the goal of engaging primarily U.S. companies across the natural gas value chain on improving disclosure, reducing emissions and reporting critical information on methane management efforts, such as leak detection and repair (LDAR). If the EPA is successful in rolling back the NSPS, LDAR, currently one of the most cost-effective ways to curb dangerous methane emissions, will be significantly weakened which, investors say, benefits no one. 

Apart from publicly declaring their support for the NSPS Rule, we ask companies to submit comments to the EPA regarding the benefits of industry-wide methane regulation by December 17th. 

“The companies receiving the letter are large producers representing 35% of U.S. oil and gas production,” said Rob Fohr of the Presbyterian Church, USA.  “Our hope is to convince these more influential companies to use their voices in support of sensible and cost-effective methane regulation to bring along the entire industry and mitigate the risk of an unregulated market.”

A link to the investor letter and signatories as well as a list of the companies receiving the letter can be found at this link. The complete ICCR press release can be found here. Bloomberg covered the letter in an article here.

Translating Values into Policy

By Frank Sherman

As members of Seventh Generation Interfaith (SGI), we profess to “view the management of [our] investments as a powerful catalyst for social change,” but how well do we do this? Many SGI members are reviewing their overall approach to faith or mission-based investing, beyond corporate engagements.

Robert Wotypka, OFM-Cap, reported on his efforts to answer this question for his Capuchin Province during our spring member meeting. He has asked his investment committee and their financial consultant on how they are integrating ESG criteria across their entire portfolio.

The Sisters of St. Francis in Dubuque, IA recently had a workshop facilitated by Chris Cox of SGI to reflect on this question. They feel they are doing an adequate job of taking active ownership by voting their proxies, participating in corporate engagements and filing resolutions; however,they want to better incorporate their values into their investment policy and practices. Anita Green, Director, Sustainable Investment Strategies for Wespath Investment Management shared how the United Methodist Church approaches this topic. Anita described Wespath’s three strategies of Avoid (ethical exclusions), Engage(proxy voting, corporate engagements, political advocacy) and Invest (external manager benchmarking, Positive Social Purpose Lending Program, and low-carbon solutions). They take a holistic approach across all asset classes encompassing their entire portfolio.

A growing strategy of socially responsible investing is community or impact investing. Pope Francis has encouraged Catholic institutions to engage in impact investing with the Vatican hosting their third impact investing conference on this topic last summer. Wharton Business School recently interviewed John O’Shaughnessy, CEO and CFO of the Franciscan Sisters of Mercy, a Roman Catholic group based in St. Louis, MO, on this topic.  “We have carved out 15% of our overall portfolio – about $10 million – and directed that towards impact investing,”said O’Shaughnessy. He described 17 impact investments that the Sisters have made from clean energy to low-income populations worldwide including sustainable timber operations, conservation forestry and detoxing of the environment. “This can be systemic change,” he said of the potential of impact investing. “This is capitalism at its best.”

We added a new section on our “Resources” page, entitled “Incorporating ESG/ SRI Strategies” with some tools that you may find helpful. We will host a webinar next spring on SRI strategies and how our members can better manage their financial assets more holistically. I hope you will be able to join us.

Supply Chain Human Rights Webinar

Dispersed global supply chains for many items in our daily lives veil immense violations of human rights. This webinar cuts to the heart of many SGI corporate engagements. Pat Zerega, director of Shareholder Advocacy at Mercy Investment Services, speaks about ethical recruitment (which reduces human trafficking). We hear, as well, from Mary Beth Gallagher of the Tri-State Coalition for Responsible Investment, of her work with Tyson and the poultry sector.

We are so very grateful for the presence of our colleagues from Mercy Investment Services and Tri-State in this webinar.

As always, we welcome your feedback via a confidential evaluation found here. Slides from the webinar are found here.

Faith-based Investors and the Oil and Gas Sector

By Frank Sherman

The Intergovernmental Panel on Climate Change (IPCC) recently issued a special report on the impacts of global warming of 1.5 °C above pre-industrial levels and related global greenhouse gas (GHG) emission pathways, in the context of strengthening the global response to the threat of climate change, sustainable development, and efforts to eradicate poverty (see FAQ). This was done in anticipation of the UN Climate Change Conference in Katowice, Poland (COP24) in December.

Under the 2015 Paris Agreement, countries agreed to cut GHG emissions with a view to ‘holding the increase in the global average temperature to well below 2°C above pre-industrial levels and pursuing efforts to limit the temperature increase to 1.5°C above pre-industrial levels’. Human-induced warming has already reached about 1°C above pre-industrial levels and the impacts have already been felt. If the current warming rate continues, the world would reach human-induced global warming of 1.5°C around 2040.

Limiting warming to 1.5°C rather than 2°C can help reduce the risks of severe climate disruption. While some cities, regions, countries, businesses and communities are transitioning towards lower GHG emissions, few are consistent with limiting warming to 1.5°C. Meeting this challenge would require a rapid escalation in the current scale and pace of change. This report brings a new urgency and increased demands in our corporate engagements.

Another report (2020: A Clear Vision For Paris Compliant Shareholder Engagement) was also issued by our partners at As You Sow. Given that the global oil and gas companies contribute 50% of GHG emissions, they must become part of the solution if we have any chance of effectively addressing climate change. After decades of engagement, none of the U.S. oil & gas companies has adopted a plan or a target to limit the GHG emissions associated with their products. This report, written before the IPCC 1.5 degree report was issued, concludes that ‘shareholder engagement must focus on one last, fit for purpose demand, seeking 2-degree assessments from companies in year one and 2-degree action plans by 2020….or investors must divest’.

Given the call for urgent action by the IPCC, we no longer have the luxury of time.