Category: Corporate governance

Chevron Investors Call for Climate Disclosure

Chevron Investors Call for Climate Disclosure

Natalie Wasek

This is the first of a series on the 2020 shareholder meetings

Chevron Corp.’s busy annual shareholder meeting this year featured seven shareholder proposals, on topics ranging from lobbying, climate, and human rights. Cindy Bohlen of Riverwater Investments and Mary Minette of Mercy Investment Services co-filed the human rights proposal led by Sister Nora Nash, OSF, asking the company to provide a report on Chevron’s effectiveness to prevent, mitigate, and remedy human rights impacts of its operations. We were pleased to have received a vote of 17% for a first-year proposal. Other proposals were presented to the company during the AGM by notable figures: Alec Baldwin, Roger Waters, and Jody Williams, which focused on governance issues, and pointed to Chevron’s 50-year involvement (through its acquisition of Texaco) in toxic pollution in Ecuador. 

Another resolution focusing on climate lobbying garnered a 53%, majority vote. The proposal asked the Company for a report explaining how it ensures its lobbying activities are aligned with the Paris climate accord and the goal of limiting global warming. This majority vote agrees with the investor push for companies to be more transparent about their lobbying activities, especially through their membership in trade associations. 

Recent news highlights why this resolution, and this vote, are critical for the Company. Amid the Black Lives Matter protests, news reports tie Chevron to a public affairs firm urging journalists to examine how green groups were claiming solidarity with black protesters while backing policies which would “hurt” minority communities. Naomi Oreskes, a Harvard University history professor and the co-author of “Merchants of Doubt” said that it is “remarkable that the Company tried to leverage national unrest about systemic racism and police violence to promote an expansion of oil and gas drilling.” While Chevron has denied the claims of being a part of this campaign, it raises the question of Chevron’s public statements supporting the Paris Agreement, while its lobbying activities send the opposite message. 

Additionally, the District of Columbia filed a lawsuit against Chevron and other oil and gas companies  for “systematically and intentionally misleading” consumers about the role their products play in causing climate change.” This lawsuit is of another way, of many, of which stakeholders are trying to hold the company accountable for its actions. 
SGI members are calling on Chevron and other corporations to respect human rights. As a member of the Business Roundtable, Chevron signed on to the new statement of purpose for corporations to serve all stakeholders. It’s time for Chevron to live up to their rhetoric!

How did you respond to the Coronavirus pandemic?

How did you respond to the Coronavirus pandemic?

Chris Cox

By Frank Sherman

As some hard hit cities start to report a slowing of COVID-19 cases and express hope that we’ve indeed reached the much anticipated peak, our federal and state government leaders are struggling with the challenge of reopening the economy. The same debates on balancing public health and economic pain are playing out in corporate boardrooms and at small business owners’ kitchen tables. The slow response and lack of leadership at the federal level has not only shifted decision-making to states and local levels, they force the private sector to face the dilemma of when and how to bring back their employees, supply chains, and customers.

As faith communities, we recognize that the pandemic has put a spotlight on economic inequalities and a fragile social safety net leaving vulnerable communities to bear the economic brunt of the crisis (Human Rights Watch, March 19, 2020). In the U.S., four decades of income and wealth disparity was partly hidden by record low unemployment but is now exposed in unemployment insurance and food pantry lines. While many Americans were already knee-deep in debt pre-pandemic, half of households have no emergency savings at all (WSJ, April 15, 2020). Nearly 30 million children who count on schools for free or low-cost breakfast, lunch, snacks and sometimes dinner are now at home (NPR, March 20, 2020). Thankfully Congress has shifted most of the disaster relief to the workers and individuals this time rather than solely to companies as done in 2009.

As companies start to report their first-quarter financials, the message is clear: this recession is going to be bad! What will be the corporate response to these unprecedented times? The pandemic and impending recession have created an urgent opportunity for CEOs and corporate leaders to put the promise of purpose-driven leadership and stakeholder capitalism into practice (Just Capital).

I certainly noticed a change in the tone and focus of corporate communications, both internal and external. Instead of productivity and new product launches, companies are talking about employee and customer safety, corporate values, and community support. Examples such as Walmart’s enhanced paid sick leave, McDonald’s free meals for students and seniors, GM and Ford retooling auto assembly lines for ventilators (WAPO, April 4, 2020), Amazon prioritizing shipments of medical supplies and household staples (WSJ, March 17, 2020), and Thank You For Not Riding Uber (YouTube, April 8, 2020) appear to be empathetic. The public perception of whether these corporate responses are authentic or ‘COVID washing’ may depend on whether the company was purpose-driven before the crisis.

At the end of the day (…and there will be an end to this crisis), employees, consumers and society in general will ask these companies and their leaders one simple question: How did you respond to the Coronavirus pandemic? And when the corporate marketing machine restarts, let’s hope we have long memories.

A Step Towards Tax Transparency

A Step Towards Tax Transparency

Chris Cox

News reports occasionally detail how large corporations, like Amazon and FedEx, manage to avoid paying any federal taxes. Adding to my personal dismay, the Institute on Taxation and Economic Policy (ITEP) report that, in fact, 60 Fortune 500 companies avoided all federal income tax in 2018, including: Chevron, Delta Airlines, Eli Lilly, General Motors, Gannett, Goodyear Tire and Rubber, Halliburton, IBM, Jetblue Airways, Netflix, Principal Financial, Salesforce.com, US Steel, and Whirlpool. The full list of those that did not pay a dime is available here. We also know of companies that relocate to tax havens or companies that undergo a “corporate inversion” so that the foreign subsidiary becomes the parent company. At the end of the day, one asks: how do we better understand and compare the tax practices of different companies?

At the conclusion of the ICCR Fall conference (November 1), I went to Bloomberg for an event on Tax Transparency organized by AFSCME, the Fact Coalition, Global Financial Integrity, Oxfam America, and the Patriotic Millionaires. Yesterday (December 5), these same organizations announced the launch of a new global standard for tax transparency. The new global standard includes:

  • Reporting within the context of corporate sustainability;
  • Disclosures on tax strategy, governance, and risk management;
  • Public country-by-country reporting of business activities, revenues, profit, and tax;
  • And disclosure of the reasons for difference between corporate income tax accrued and the tax due.

A few of the remarks from the launch event have been shared with me, and I pass them on to you:

Why is tax transparency important?

Like most voluntary disclosures, companies that are doing the right thing disclose because the market rewards this behavior. Companies that are not doing the right thing are less likely to disclose, reflecting the potential for a financial risk and/or reputational risk.  Efforts like the new standard issued by the Global Reporting Initiative aim to allow for apples to apples comparisons.

A well-grounded tax strategy must be sustainable. These tax disclosures are valuable for investors because, for instance, a company with a very low tax rate raises questions about the sustainability of the rate and, consequently, a risk to earnings down the road. For investors, knowing the tax rate paid by a company discloses something about the risk tolerance of management and board. Bad practices have a habit of catching up with companies. A company may be exposed to penalties, fines, and clawbacks. The leaking of the Panama Papers resulted in recovery of $1.2 billion in taxes and penalties to date.

More importantly, taxes finance important undertakings like roads, schools, and government, things that companies and investors rely upon. A bedrock principle is that one should pay taxes where value is created. The Tax Standard clarifies how much companies contribute in taxes to the countries where they operate and, thereby, allows us to better see the impact of tax avoidance on the ability of a government to fund critical services and to encourage sustainable development. As the late Oliver Wendell Holmes, Jr., U.S. Supreme Court Justice, put it: “Taxes are what we pay for civilized society.”

We at SGI believe that this new standard is an important step forward and encourage companies to disclose according to this standard.

For more information:

Corporate America Develops a Conscience?

Corporate America Develops a Conscience?

Chris Cox

By Frank Sherman

There has been a lot of media coverage this week of the Business Roundtable CEOs new commitment and statement on the purpose of corporations. Leaders of companies including JPMorgan Chase, Apple, Amazon and Walmart have abandon their 40+ year sole focus on shareholders to embrace a “fundamental commitment” to all their stakeholders: putting employees, suppliers and communities on a pedestal that once belonged only to shareholders.

Anand Giridharadas, author of Winners Take All: The Elite Charade of Changing the World, has been an effective critic of the statement.  “I absolutely see the change. It has become socially unacceptable as a company or a rich person not to be doing good. But what many are failing to do is ask: ‘What have I done that may be drowning out any of the do-gooding I’m doing?’ ” (Fortune, Aug 19, 2019). He cites the 2017 tax bill, supported by the Business Roundtable, in which the lion’s share of the benefits ended up in the hands of the top 1%, increasing the income inequality underlying many social problems.

The ‘enlightened’ CEOs are also taking heat from the right. The Wall Street Journal editorial page was quick to criticize (WSJ, Aug 19, 2019)… “A close reading shows there’s less substance here than meets the media spin, but it’s still notable that the CEOs for America’s biggest companies feel the need to distance themselves from their owners. Yet these CEOs are fooling themselves if they think this new rhetoric will buy off Ms. Warren and the socialist left. It may even embolden them by implying that corporate rules that require a focus on achieving value for shareholders are somehow morally insufficient.”

But Steven Pearlstein, Pulitzer Prize-winning columnist for The Washington Post, professor of public affairs at George Mason University, and author of the book Can American Capitalism Survive? has a different take from the BRT statement. His article in the American Prospect five years ago (When Shareholder Capitalism Came to Town, Apr 19, 2014) partly blamed the BRT for corporate America’s sole focus on shareholder value leading to the corruption of capitalism. However, Pealstein was optimistic about the BRT statement. “It’s important because it signals a shift in attitude in norms. That’s already occurring. It’s sort of confirming something that’s happening that’s, I think, the pendulum swinging back in the right direction, after having swung too far in favor of shareholders.” Pealstein met J.P. Morgan Chase’s CEO and chair of the BRT, Jamie Dimon, in his office last year to discuss the growing public distrust of corporations and CEOs.

When asked by PBS host John Yang if this may just be a P.R. gimmick, Pearlstein gave some practical advice that all stakeholders can benefit.  “Yes, it is good for P.R., but if they don’t follow through, if we continue to see companies that say, I’m giving up my American citizenship so that we don’t have to pay U.S. taxes anymore because our shareholders are making us do it; if companies say, we’re going to crush our unions because our shareholders are making us do it; they won’t be able to get away with that anymore.”

It’s up to us to remind these CEOs of their new found conscience!

SGI, Institutional Investors Continue to Press Companies for Disclosure of Lobbying

SGI, Institutional Investors Continue to Press Companies for Disclosure of Lobbying

Chris Cox

Among issues of corporate governance, lobbying disclosure remains an urgent topic for shareholder proposals in 2019. Five SGI members are a part of a coalition of at least 70 investors who have filed proposals at 33 companies asking for disclosure reports that include federal and state lobbying payments, payments to trade associations and social welfare groups used for lobbying and payments to any tax-exempt organization that writes and endorses model legislation. That last sentence was detailed precisely because “following the money” is so complicated when it comes to lobbying expenditures. This year’s campaign highlights the theme of corporate political responsibility, with a focus on climate change lobbying.

Corporate lobbying impacts all aspects of the economy. Companies fund lobbying efforts on issues ranging from climate change and drug prices to financial regulation, immigration and workers’ rights. While lobbying can provide decision-makers with valuable insights and data, it can also lead to undue influence, unfair competition, and regulatory capture. In addition, lobbying may channel companies’ funds and influence into highly controversial topics with the potential to cause reputational harm.

In 2018, more than $3.4 billion in total was spent on federal lobbying. Additionally, companies spend more than $1 billion yearly on lobbying at the state level, where disclosure is far less transparent than federal lobbying. Beyond that, trade associations spend in excess of $100 million each year, lobbying indirectly on behalf of companies. For example, the U.S. Chamber of Commerce spent $95 million on federal lobbying in 2018 and has spent over $1.5 billion on lobbying since 1998.

To address potential reputational and financial risk associated with lobbying, investors are encouraging companies to disclose all their lobbying payments as well as board oversight processes. We believe that this risk is particularly acute when a company’s lobbying, done directly or through a third party, contradicts its publicly stated positions and core values. Disclosure allows shareholders to verify whether a company’s lobbying aligns with its expressed values and corporate goals.

“The faith community has been an active investor voice for around a decade pressing companies to expand disclosure on political spending (related to elections) and also lobbying disclosure. This is more important than ever as we look at issues of concern to ICCR members. For example it is a crucial time to hold companies accountable on their lobbying related to climate change and to urge them to lobby only for legislation consistent with the Paris Accord. Or monitor how drug companies lobby on opioids or drug pricing. Lobbying is not a remote governance issue but it intimately linked to a whole range of corporate responsibility issues we are all working on.”


Tim Smith of Walden Asset Management

Companies Receiving Lobbying Disclosure Resolutions for 2019 are:

  • AbbVie (ABBV)
  • Altria Group (MO)
  • American Water Works (AWK)
  • AT&T (T)
  • Bank of America (BAC)
  • BlackRock (BLK)
  • Boeing (BA)
  • CenturyLink (CTL)
  • Chevron (CVX)
  • Comcast (CMCSA)
  • Duke Energy (DUK)
  • Emerson Electric (EMR)
  • Equifax (EFX)
  • Exxon Mobil (XOM)
  • FedEx (FDX)
  • Ford Motor (F)
  • General Motors (GM)
  • Honeywell (HON)
  • IBM (IBM)
  • JPMorgan Chase (JPM)
  • Mallinckrodt (MNK)
  • MasterCard (MA)
  • McKesson (MCK)
  • Morgan Stanley (MS)
  • Motorola Solutions (MSI)
  • Nucor Corporation (NUE)
  • Pfizer (PFE)
  • Tyson Foods (TSN)
  • United Continental Holdings (UAL)
  • United Parcel Service (UPS)
  • Verizon (VZ)
  • Vertex Pharmaceuticals (VRTX)
  • Walt Disney Company (DIS)

Overpaid CEOs

Overpaid CEOs

Chris Cox

On Thursday, our friends at As You Sow released their fifth annual report on the 100 Most Overpaid CEOs. The launch included a webinar with Rosanna Landis Weaver (the report’s author), Paul Herman (founder and CEO of HIP Investor), and ex-Secretary of Labor Robert Reich.

Not only are these 100 CEOs overpaid concerning the poor performance of their companies, many fund managers, like BlackRock, Vanguard and StateStreet, routinely endorse the executive compensation package of these CEOs at the annual shareholder meeting. The report points to necessary actions by shareholders concerning executive compensation. It really is worth your time to dive in.

Axios.com offered succinct coverage of the webinar and report here.

The report can be found here. The webinar can be found here.

A Math Challenge for Tech’s Gender Gap

A Math Challenge for Tech’s Gender Gap

Chris Cox

Even if companies pledge to making women the majority of new hires, redressing the gender imbalance at companies like Facebook, Apple, and Google could take more than a decade, according to Jennifer Saba in an article at Reuters Breakingviews. In the age of #MeToo, Silicon Valley firms face new scrutiny about male dominance in their labor force. Reuters also provides a handy calculator to project when a company could achieve gender parity.

Key quotes:

  • “[A]t 200 companies surveyed, women made up 36 percent of entry level positions in the technology sector but just 27 percent of middle-management positions. The figures were worse for positions at vice-president level or above.”
  • “Say Google, Facebook and Apple committed to 51 percent of new staff being women – pretty close to the overall makeup of the labor market.
  • “Based on the rate their workforces expanded last year, and assuming one in five existing workers quit and are replaced annually, it would take Apple 15 years to reach parity. Google would do it in 14, and Facebook in a faster-but-still-slow seven years.
  • “Small steps make a big difference. Set a truly bold goal of six in 10 new hires being women, keeping all else constant, and all three companies would achieve parity within six years.”

Inside the tech industry, efforts like #CauseAScene raise the issue of “inclusion and diversity as the latest marketing buzz words” rather than occasioning substantive change. The sorts of efforts that Saba points to in her article could well occasion real change in Big Tech. Concern about the gender gap in the workforce complements SGI’s work in Racial Justice Investing. Making workforce composition more transparent will help industry leaders, investors, and stakeholders take meaningful steps toward an authentically inclusive and diverse workforce.