Category: ICCR

ICCR’s 2022 Proxy Resolutions and Voting Guide

ICCR’s 2022 Proxy Resolutions and Voting Guide

Chris Cox

Yesterday, ICCR hosted its annual webinar on member proxy resolutions and published its voting guide. If you were unable to watch the webinar (or simply want to review it), or want to download the slides and the proxy voting guide, simply visit this page.

The webinar spotlights investor concerns, maps out 2022 proxy season trends, and shows increasing investor support for ICCR member concerns. Published annually since 1974, the ICCR 2022 Proxy Resolutions and Voting Guide presents the 436 resolutions filed by ICCR members — whether as lead or co-filer — as of February 16.

Merck signs agreement with Medicines Patent Pool

Merck signs agreement with Medicines Patent Pool

Chris Cox

Yesterday, Merck announced an agreement with the Medicines Patent Pool (MPP) for the COVID-19 therapeutic molnupiravir, reported to cut COVID-19 hospitalizations and death in high-risk patients in half, that makes the pill available for generic manufacture in 105 countries, dramatically increasing access and affordability in low- and middle-income countries.

SGI believes this is an important event for two reasons. First, the agreement makes molnupiravir the first COVID product to allow for the sale of lower-cost generic versions of medicines in over a hundred developing countries. Second, the agreement is transparent. You can read the agreement, without any redactions, here. At the same time, we remain concerned about the enduring price for health systems in high income countries and how the company will ensure access in the countries not covered by the MPP license. While not perfect, the agreement is vastly better than what the other companies have done.

The pharmaceutical industry deserves praise for producing safe and effective COVID-19 vaccines so quickly. Developing a vaccine takes an average of 10 years — if it works at all. Despite years of well-funded research, there are still no vaccines for HIV or malaria.

These vaccines are the product of innovative research, spurred by unprecedented public investment. Operation Warp Speed provided more than $10 Billion in support of vaccine makers for the development and expansion of manufacturing capacity. Another $825 million has been given in support of monoclonal antibody therapies. As of March, U.S. commitment to the CT-Accelerator stood at $6 billion. In April, President Biden pledged another $2 billion to the international COVAX effort.

Amid such vast public investment, most pharma companies have been pursuing monopolistic deals rather than getting those vaccines and therapeutics to everyone, everywhere, at the lowest cost possible, as quickly as possible. Merck’s agreement with the MPP goes a long way toward advancing access globally.

ICCR’s 2021 filings with Johnson & Johnson, Pfizer, Merck, and Eli Lilly, asked the board of directors to report on how public investment in vaccines and therapeutics is or will be accounted for in such things as settings prices. This is important because drugs can’t work if people can’t afford them. An increasing number of signs — the rise of coronavirus variants and our collective failure to mask up and maintain social distance — suggest that Covid-19 will become an endemic condition, much like the flu. Billions of us will likely need the vaccine each year. This is not an issue that only depends on governments. Corporations have an important role to play in ensuring equitable access to affordable, quality care. These resolutions asked pharma companies to account for their role in our collective fight against the Coronavirus. Many shareholders agreed with our concerns; 33% of Merck shareholders voted in favor of the proposal filed by the Capuchin Province of St. Joseph, 31.8% at Johnson & Johnson, and 29.9% at Pfizer (while the SEC allowed Eli Lilly to omit the resolution).

The MPP agreement has transparency that is lacking in the bilateral agreements signed before this one. Pfizer’s practice has been especially egregious. Only 6% of the text of contracts between vaccine-makers and countries remains after redactions. The non-redacted material suggests particularly harsh terms for Latin American countries including Brazil, Colombia, the Dominican Republic, and Peru. The Guardian reports that Pfizer has held Brazil “to ransom,” including putting up sovereign assets as collateral to guarantee indemnity. Public Citizen outlines some of Pfizer’s draconian terms here.

We do believe that Merck’s decision to make the agreement with MPP is consistent with our proposal request. We now hope that Johnson & Johnson, Pfizer, Moderna, and so many other pharmaceutical companies follow Merck’s lead and make these lifesaving medications available broadly through mechanisms like the MPP and to do so in terms that are transparent.

Connecting faith and finance for 50 years, ICCR had a hand in the early years of the Medicines Patent Pool. The MPP, established in July 2010, in response to the global HIV/AIDS epidemic, had difficulty acquiring commitments from pharmaceutical companies. In February of 2011, ICCR hosted a multi-stakeholder roundtable including representatives from the MPP, leading pharmaceutical companies, NGOs such as Doctors without Borders and Oxfam, as well as intergovernmental organizations like the World Health Organization, to explore and work through some of the barriers to entering the patent pool. In response to investor encouragement, Gilead Sciences became the first company to join the MPP in 2011, sharing licenses with generics manufacturers for its vital HIV and Hepatitis B drugs. (To learn more, read this report.)

For more information about the Merck-MPP agreement, please, read the ICCR press release here.

SEC’s rule changes set back transparency and shareholder voice

SEC’s rule changes set back transparency and shareholder voice

Chris Cox

Today, the SEC approved in a 3-2 party-line vote new rules that severely restrict shareholders’ access to the corporate proxy by limiting the filing of resolutions. These new rules are a consequence of lobbying by powerful industry trade associations that have sought to limit shareholder engagement with corporations on critical environmental, social, and governance issues.

The shareholder resolution process, governed by the SEC’s Rule 14a-8, has been effective for decades and has allowed smaller shareholders who had held at least $2,000 of shares for over one year to file proposals asking companies to consider non-binding proposals that may raise questions of environmental and social impacts of corporate policies and practices, or governance best practices.

Today’s new rules will significantly limit investors’ ability to submit these proposals. The new rules raise the thresholds of ownership both in terms of the number of shares and length of time they must be held. Under the new rule, new purchasers of stock must hold $25,000 in shares for at least a year, or hold $2,000 in shares for at least three years.

As well, the new rules make it much more difficult to refile a proposal that has been voted on. The prior rule required 3% support on a first-year vote, 6% on a second vote, and 10% on a third vote to keep a proposal before a company’s shareholders. Now resubmission will require 5% on a first vote, 15% on a second vote and 25% on a third vote. Emerging issues will be much more difficult to bring to the proxy.

SGI’s executive director, Frank Sherman said, “The choice to approve the new rule aims to fix something that is not broken. A half-century of evidence shows that shareholders have an important voice that companies need to hear. Pioneers like Fr. Mike Crosby have helped companies pay attention to environmental, social, and governance concerns that they were missing. To the detriment of U.S. companies, this rule restricts that important voice.”

In a press release, ICCR executive director, Josh Zinner said: “The new rule guts the existing shareholder proposal process, which has long served as a cost-effective way for shareholders to communicate their priorities and concerns to management, with little economic analysis supporting the needs for these substantial changes. The new rules appear to be based on a wholly unsupported assumption that shareholder proposals are simply a burden to companies with no benefits for companies or non-proponent investors when there is 50 years of evidence to the contrary.”

Over many decades, the shareholder proposal process has served as an efficient way for corporate management and boards to gain a better understanding of shareholder priorities and concerns, particularly those of longer-term shareholders concerned about the long-term value of the companies that they own.  Engagement by shareholders has served as a crucial “early warning system” for companies to identify emerging risks and there are hundreds of examples of companies changing their policies and practices in light of productive engagement with shareowners.

For more information:

  • ICCR’s press release can be found here.
  • Joint letter from investor groups regarding the shifting interpretation of 14a-8 No-Action Challenges can be found here.
  • Case Studies showing the impact of the new rules on shareholder engagement can be found here.
  • For more information on the history of comments submitted to the SEC regarding these rule changes visit ICCR and Shareholder Rights Group
  • See also SEC’s Proposed New Rules Threaten Shareholder Democracy
  • See as well SGI’s formal comment submission to the SEC here.
2020 Trafficking in Persons Report

2020 Trafficking in Persons Report

Chris Cox

The U.S. State Department today (June 25th) released the latest edition of the Trafficking in Persons Report (TIP Report). (We wrote about the 2019 edition here and 2018 here.)

We are particularly pleased that the 2020 edition recognizes the efforts of ICCR:

The Interfaith Center on Corporate Responsibility (ICCR)
based in the United States uses a multi-faith approach from a
different angle. A coalition of more than 300 global institutional
investors with more than $500 billion in managed assets, it
uses the power of shareholder advocacy to engage companies
to identify, mitigate, and address social and environmental
risks associated with corporate operations, including human
trafficking. ICCR members call on companies they hold to
adopt policies banning human trafficking as a key part of
their core business polices, and to train their personnel and
suppliers to safeguard against these risks throughout their
supply chains. ICCR’s Statement of Principles & Recommended
Practices for Confronting Human Trafficking & Modern Slavery
provides guidance to companies to protect their supply chains
from sex and labor trafficking.

2020 Trafficking in Persons Report (p. 25)

SGI members prioritize this work, and this recognition from the State Department’s Office to Monitor and Combat Trafficking in Persons confirms the efficacy of our efforts with corporations.

David Schilling, ICCR’s senior program director for human rights, said, “Whether it is workers trafficked into forced labor in a factory in Bangladesh or on a plantation in Indonesia; whether it is women trafficked for sex in the US or children exploited on-line, the Interfaith Center on Corporate Responsibility’s members utilize their role as shareholders in a range of companies to promote policies and practices to end modern slavery. The framework we use is the UN Guiding Principles on Business and Human Rights which defines what it means for a company to respect human rights, especially for persons made vulnerable by economic systems that marginalize and exploit.”

Pat Zerega, of Mercy Investment Services and chair of the Human Trafficking- Worker Rights leadership team, said:

For several decades, ICCR has been a leader on supply chain issues, and advocacy work on trafficking brought a new aspect to corporate dialogues. Mercy Investment Services’ involvement since the start of this effort includes working domestically with the travel, transportation and tourism industries around corporations training staff to spot trafficking. Resources such as the Celebration without Exploitation toolkit provided the groundwork for investors.

ICCR expanded its focus to labor trafficking, including the development of a Principles for Confronting Human Trafficking and investor tools for issues of ethical recruitment and, more recently, the Investor Alliance for Human Rights resources. These tools enhance the ability of all shareholders to understand the issues and address corporations.

Ranking governments based on their perceived efforts to acknowledge and combat human trafficking, each year’s TIP report includes tiers of troubled countries. The report assigns countries into three tiers. Tier 1 consists of “countries whose governments fully meet the Trafficking Victims Protection Act’s (TVPA) minimum standards.” Below Tier 1, Tier 2 contains countries that may not meet the TPVA standards, “but are making significant efforts to bring themselves into compliance with those standards.” A “Tier 2 Watch List” consists of countries that are similar to Tier 2, but have other issues, such as an increasing number of trafficking cases or a lack of improvement on previously-implemented anti-trafficking efforts. Tier 3 countries are those “whose governments do not fully meet the minimum standards and are not making significant efforts to do so.”

The 2020 report underscores longstanding concern about China, especially in the Xinjiang Uighur Autonomous Region. The report also identified U.S. agricultural workers as particularly vulnerable. As well, the report acknowledges that its compilation was hindered by COVID-19, even as COVID-19 makes more people vulnerable to trafficking. A recent webinar put it well: “In many places, human traffickers, sadly, are the first responders to the pandemic.” While grateful for the recognition from the State Department, no doubt, we ICCR members must renew and redouble our efforts.

Don’t miss these two webinars!

Don’t miss these two webinars!

Chris Cox

Each year, ICCR and Ceres offer webinars that highlight resolutions filed by members. These webinars provide excellent guidance to institutional investors and individual investors concerning shareholder proposals in the coming proxy season. We cannot recommend highly enough your participation in both webinars.

  • ICCR’s 2020 Proxy Resolutions & Voting Guide Overview. ICCR member resolutions reflect some of the most hotly-debated themes in the national discourse, from the failure of energy companies to meaningfully respond to the climate crisis threatening our planet, to the role of corporations in perpetuating civil and human rights abuses through technology products, and the unrelenting rise in the cost of U.S. healthcare. Register here. (Thu, Feb 27, 10:30 a.m. – 11:30 a.m. Central) (UPDATE: 2020 Proxy Guide is here. Slides and recording are here. )
  • Business Case to Vote For 2020 Climate-Related Shareholder Proposals. An annual webinar presenting key climate-related shareholder proposals for the 2020 proxy season, and reasons why you should vote for them. Hosted by the Ceres Investor Network on Climate Risk and Sustainability. Register here. (Thu, Mar 12, 11:00 a.m. – 12:30 p.m. Central) 

Even if you cannot attend live, registration means that you will be sent a link to the slides and recording of the webinar. In other words, even in the event that you have a schedule conflict, it can be valuable to register and watch the webinar at another time. Please, register for these webinars!

Frank Sherman, new chair of ICCR Board

Frank Sherman, new chair of ICCR Board

Chris Cox

We just received word from Josh Zinner, executive director of the Interfaith Center on Corporate Responsibility that yesterday the Governing Board of ICCR elected its new Executive Committee. Our own Frank Sherman was elected as the new chair of ICCR. The new officers for ICCR are:

To learn more about ICCR’s Governing Board, click here. 

The outgoing officers are Fr. Seamus Finn, O.M.I. (who was the keynote for our annual event), Kathryn McCloskey (United Church Funds), Tim Brennan (Unitarian Universalist Association), and Anita Green (formerly of Wespath, who also assisted us in webinars).

Dan Tretow, chair of the SGI board, said, “I congratulate Frank on his election as Chair of the ICCR Board of Directors.  His commitment to ESG issues and dedication to social justice is admirable.  We value his leadership at SGI and know he will be appreciated as Chair of the Board at ICCR.”

We at SGI are grateful for Frank’s generous service to our organization and to ICCR.

Wake Up and Smell the Hog Waste?

Wake Up and Smell the Hog Waste?

Natalie Wasek

It’s been nearly a month and I’m still thinking about the Food and Water Session panel I attended at ICCR’s Fall Conference. Panelists Kemp Burdette of Cape Fear River Watch, Elsie Harring of North Carolina Environmental Justice Network, and Martha Salomaa of Sipsey Heritage Commision spoke of the impacts associated with meat processing plants on local farms and how investors can affect change in this area. 

There are the same number of pigs as people in North Carolina. A fact surprising on its own, it bears more weight knowing these pigs produce roughly 10 times the amount of waste as the people. In addition to pigs, North Carolina has over 500 million chickens and turkeys producing even more waste. These factory farms or CAFOs (concentrated animal feeding operation) and their respective waste lagoons and spray fields overwhelmed nearby farms and towns, mostly communities of color, with untreated waste which seeps into rivers, streams, and drinking water causing illness. This waste contains high levels of toxic gases including methane, hydrogen-sulfide and ammonia; nutrients such as nitrogen and phosphorus; and heavy metals such as copper which seeps into waterways causing harm to the health of rivers and communities nearby. Community complaints often go unheard and regulators rarely take any action to address these adverse environmental and health impacts.

Having listened to this panel, it came as no surprise to me that, according to Ceres’ 2019 Feeding Ourselves Thirsty report, the meat industry is the worst performing sector in managing water risks. This report tracked 40 major food, agriculture, and beverage companies and their management of water risks in operations and productions. While the food sector has improved its water risk management, 27 of the 40 companies tracked scored below 50%. In addition to this, “Of the 13 companies that have yet to assess water risks in their agricultural supply chains, six are in the meat industry.” 

Often, company executives claim ignorance of the impacts of their operations on communities near their plants and CAFOs even after communities voice complaints. Faith-based investor groups like ICCR help bring the community voice to the C-suite to demand remediation. However, the problem will continue to exist without comprehensive legislation and regulation to address these impacts on communities in a holistic way.

The Amazon is on Fire

The Amazon is on Fire

Natalie Wasek

The Amazon has been a hot topic this year, which is no surprise considering deforestation, including that of the Amazon, is the second largest contributor to climate change. The IPCC recently published a report on Climate Change and Land which identifies the restoring of landscapes and forests as one of the best, most cost-effective, options available to combat the devastating impacts of changing climates. But deforestation is also a leading driver of biodiversity loss, changing rain patterns and human rights abuses.

I attended the ICCR Fall conference session on deforestation where panelists Maria Lusia Mendonca of Rede Social de Justiça e Direitos Humanos, Aditi Sen of Oxfam, and Guarav Madan of Friends of the Earth gave insight on how to address deforestation and its impacts. 

As explained in this National Geographic article on the effects of fires in the Amazon, from earlier this summer, the Amazon absorbs and stores carbon, creates its own rain, provides water for Brazil, Uruguay, Argentina, and Paraguay, and will affect climate change drastically if deforestation and these forest fires continue. The Amazon, as well as many other forests, is usually cleared for soybean growth and cattle farming to ultimately supply many of the companies that SGI members are engaging. Each year, illegal fires are set to clear land for more crops. 

This is a human rights issue as well. According to Amazon Watch: Complicity in Destruction, 

Brazil is the world’s deadliest country for those defending human rights and the environment, with agribusiness driving killings more than any other industry. Bolsonaro’s violent rhetoric has already been accompanied by a spike in rural violence, particularly against indigenous people and landless activists, emboldening militias controlled by powerful landowners to carry out attacks. His decree to loosen gun ownership in Brazil will almost assuredly aggravate violence, particularly in rural areas. By endorsing violence from major landowners, Bolsonaro fuels the intimidation of community leaders on the front lines of increasingly brutal land conflicts, including prominent indigenous leaders who now fear for their lives.

The New York Declaration on Forests set 2020 as the deadline for eliminating deforestation in the supply chain for agricultural commodities. While 2020 is around the corner, many companies, which have endorsed this effort as well as others, have not been following through on their commitments. Most will not meet their commitment to eliminate deforestation from their supply chains. Whereas some companies are making a concerted effort, others are greenwashing. They sign pledges without actually doing the work to achieve these goals. To show how some companies avoid honest dialogue around these issues, Frank Sherman participated in a role play at the conference with other ICCR members. This demonstrated how to engage companies on deforestation as well as the business responsibility to respect human rights.

A clear point that was made was there needs to be further action on deforestation outside along along with corporate action. There should be a call on public policy, not just on companies to address this issue.

Committed to Fr. Mike’s Legacy in Tobacco

Committed to Fr. Mike’s Legacy in Tobacco

Chris Cox

Last week while attending ICCR’s Fall Conference, I attended the regular session on tobacco. As you likely know, Fr. Mike Crosby, O.F.M., Cap., our founder, was an early leader for his shareholder work in tobacco. Our session, in addition to our regular concerns on engagements with the tobacco industry, also included a significant conversation about vaping e-cigarettes.

By way of personal background, my grandmother smoked a pack a day of Pall Mall cigarettes. As a child, I detested the smell. At one point, I decided to leave my suitcase in our car when we would visit, as I did not want my clean clothes to smell of cigarettes. In other words, from early on, I never found smoking attractive. Consequently, I continually find myself surprised at its allure, especially to young people.

In reality, I should not be surprised. The attraction fits an old pattern. We remember the “seven dwarfs” testifying to Congress in 1994 that cigarettes are not addictive, in spite of having evidence to the contrary for decades. With Juul and e-cigarettes, we have a new addition to those archives. While regarded as proprietary information, e-cigarettes are more potent for their concentration of nicotine than cigarettes, according to Vox. In fact, a journal from Stanford University describes it as a “nicotine arms race.” In September, CNBC shared a CDC warning that Juul’s patented nicotine-salt technology allows for much more efficient delivery of nicotine directly to the brain, multiplying its highly addictive effect especially for teens. Hence, it was no surprise when Reuters reported yesterday that Juul disregarded early evidence that teens were becoming addicted. In September, Axios reported that the FDA warned Juul about its misleading advertising. In the face of mounting evidence of the damage caused, the White House planned to ban all flavored e-cigarettes, but the administration recently retreated that to banning all but menthol. Yesterday, the Journal of the American Medical Association published two studies: one on e-cigarette use among U.S. youth and another revealed the flavor preferences among U.S. youth. Simply put, the exclusion of menthol in the ban happens to coincide with the most popular flavor among American youth. Every Thursday, you can visit the website of the Center for Disease Control to see the updated statistics concerning Outbreak of Lung Injury Associated with the Use of E-Cigarette, or Vaping, Products. As of this writing, the CDC counts 1,888 cases of e-cigarette, or vaping, product use associated lung injury (EVALI) and 37 deaths.

We were fortunate to be joined in our session by Meredith Berkman, co-founder of Parents Against Vaping E-cigarettes (PAVE). Berkman and her co-founders were recently featured in the Wall Street Journal: Getting Through to Your Teen About the Dangers of Vaping. She shed some light on the allure to young people. Armed with the various devices and pods, she demonstrated how discreet the products are and how easy they are to use. The PAVE website has a lot of great information.

Simply put, Fr. Mike made advances in this work over the decades, but the fight by no means is finished. For the health of a younger generation, here and abroad, may we have some share of Fr. Mike’s zeal, courage, and wisdom in our engagement with the tobacco industry!

MCRI merges with SGI Coalition for Responsible Investing

MCRI merges with SGI Coalition for Responsible Investing

Chris Cox

By Barbara Jennings, CSJ

After two years of discussion about the best path forward, the St. Louis-based Midwest Coalition for Responsible Investment (MCRI) merged with Milwaukee-based Seventh Generation Interfaith (SGI) coalition to make both organizations stronger. 

MCRI began in 1977 focusing on the issue of the day:  South African apartheid. Michael Crosby, OFM Cap, the founder of SGI, visited St. Louis to explain the process of shareholder engagement and encouraged the formation of a regional socially responsible investment coalition.  Several Catholic institutions in the area decided to form MCRI. Other connections between St. Louis and Milwaukee:  beer towns, Midwest agriculture, defense industry, and racial disparity. 

MCRI joined the Interfaith Center for Corporate Responsibility shortly after it was formed. This connected us to many Catholic religious’ women and men congregations, as well as to representatives of other faith traditions.  We expanded our tactics beyond the traditional “negative screens” (e.g. no weapons, tobacco, gambling, birth control) to include corporate engagements, proxy voting and shareholder meeting attendance.

MCRI’s first resolution in 1978 asked McDonnell Douglas to build up its commercial business over military contracts which were dependent on foreign policy and regional conflicts. The proposal was presented by Sr. Mary Ann McGivern, SL. From that auspicious beginning, the work of MCRI expanded. By 1980, MCRI had thirteen institutional members. That same year, the coalition sponsored a local conference entitled “Corporate Responsibility: Why the Churches Must Be Involved.”  It was well attended by both treasurers and social justice representatives.       

Under the leadership of Susan Jordan, SSND, MCRI’s issues expanded to include nuclear waste (Union Electric, now Ameren), foreign military sales (General Dynamics, McDonnell Douglas/Boeing), and agricultural pesticides and GMO’s (Monsanto, now Bayer).  Other issues on which we engaged companies on were infant formula in Central America, AIDS medication from the pharmaceutical industry, and labor slavery in various supply chains.   

By 2007, Barbara Jennings, CSJ, who had been on MCRI’s Advisory Committee in the 1990’s, became the Executive Director of MCRI.  The issues at ICCR had grown tremendously, almost too much so that the saying at ICCR meetings was “We never met an issue we didn’t like.”  In 2015, ICCR adopted a human rights lens to all its’ work. Priority issues included climate change, human trafficking / labor rights, water stewardship and food justice.

MCRI continued to work with Ameren concerning their disposal of coal ash. A 2018 resolution received 53% vote, a rare majority for a shareholder resolution!  The coalition worked with Monsanto for several years on water issues. The company now uses low drip and recycling of water in their labs after a 2010 successful withdrawal of a resolution. After many years of engagement with Boeing, the company hired a third party auditor to delve into their supply chain for labor infringements.     

So, the work will go on….and with a more supportive business atmosphere than in 1977.   What has changed?   A greater awareness of the risks posed by climate change? Recognition of the liability posed by pollution?  Understanding that companies can outsource manufacturing but not the responsibility associated with it? The internet and social media together with increased societal expectations has placed more responsibility on corporations to account for their environmental and social impacts.

Each of the nine MCRI members (SSND, GSPMNA, CSJ, CPPS, OSU, SJ, SM, CSJ Congregational Center, and JAG Capital Management) will continue in corporate engagements as part of SGI’s coalition. I ask that you please stay active to bring the faith-based investor voice to corporate board rooms.

As for me, I have joined the SGI Board of Directors and will continue to remain active in this work. I was proud to be part of this journey and thank you for your support.