Investors say executive pay packages at pharma may incentivize drug pricing risks

Today, the ICCR published a press release about resolutions filed with five U.S. pharmaceutical companies. SGI members are co-filers on each of the five resolutions. These resolutions are important components of SGI’s activity this year in health. The resolutions can be described as tools to gain insight into how executive compensation aligns with the values, vision, and business strategy of the companies.

This post will be updated with media coverage:

The press release is shared in full below.

Investors say executive pay packages at pharma may incentivize drug pricing risks

DATE:
Dec 13th 2017

In resolutions at five U.S. drug makers, investors request a review of compensation policies that may drive senior execs to ignore the long-term business risks of skyrocketing drug costs.

NEW YORK, NY, Wednesday, December 13, 2017 – Investors today announced they have filed resolutions at five major pharmaceutical companies asking for information about how well executive pay incentives mitigate long-term financial risks associated with mounting public concerns over the affordability of prescription medicines.

The investors are all members of the Interfaith Center on Corporate Responsibility (ICCR), a shareholder coalition that has been engaging the pharma sector for decades on drug access and affordability. In the resolutions, the investors argue that an executive compensation incentive program reliant on revenue growth solely from drug price increases is a risky and unsustainable strategy.

The resolution specifically requests a report on the extent to which risks related to public concern over drug pricing strategies are reflected in executive compensation policies, plans and programs. Read the full resolution text here. The five companies receiving the resolutions are Abbvie, Amgen, Biogen, Bristol Myers Squibb, and Eli Lilly. ICCR members also filed a separate but similar resolution at Pfizer and Vertex requesting a report on the business risks from rising pressure to contain U.S. prescription drug prices.

“As investors in these companies, we are concerned that misaligned incentive pay may encourage executives to sacrifice long-term, organic growth from drug discovery for short-term, ‘quick fix’ strategies that may pose business risks,” said Meredith Miller of the UAW Retiree Medical Benefits Trust.

Public anxiety over drug prices has soared in recent years as millions of Americans struggle to afford the essential medicines needed to maintain their health. Scandals over excessive price hikes at several pharma companies have made the pharma industry the target of Congressional hearings, law suits, denials of coverage from insurers and ballot initiatives in several states which would force manufacturers to negotiate the prices of key medicines with government agencies such as Medicare and Medicaid.

Against this backdrop, the investors say, companies need to prove to their investors and to the public that they are doing everything possible to control drug prices in order to manage business and brand risk. The investors view executive incentive programs as a governance tool designed to ensure adequate oversight of risk and alignment of corporate strategies with mission.

Said Donna Meyer of Mercy Investment Services, “The increased scrutiny around drug pricing and how it is being managed by pharma management has had reputational consequences for the entire industry. Our resolution request is very straightforward: an evaluation of how these concerns are being integrated into corporate governance structures. To the degree that executive incentives reflect a company’s mission and growth strategies, this is clearly a critical and material issue for investors.”

“Our goal is to better understand what oversight these pharmaceutical company boards are exercising when executive incentives are tied so closely to profits,” said Cathy Rowan, who represents Trinity Health as a member of ICCR. “When these profits appear to be derived wholly from price hikes, it raises concerns among those of us who care about access to, and the affordability of, medicines — particularly for vulnerable populations like women, children and seniors.”

Investors are expected to vote on the resolutions at each company’s 2018 annual meeting of shareholders.

Access to Medicine Index: Critical tool for investors

Pharmaceutical companies have been receiving some bad press in the United States for unprecedented price increases of life savings drugs. Given the difficulty for people in this country to afford these medicines, imagine how much more difficult it must be for citizens of nations where even basic medicines are a challenge to obtain. An important tool

The Access to Medicine Foundation, an international nonprofit organization based in the Netherlands, is dedicated to improving access to medicine for people in need. Their award-winning initiative called the Access to Medicine Index (ATMI), launched in 2008 ranks the world’s 20 largest research-based pharmaceutical companies according to their efforts to improve access to medicine in low- to middle-income countries. The 2016 edition of the ATMI can be found here.

2016 ATMI rankings

The ATMI assesses how companies perform in the following areas: management of access to their medicine; market influence and compliance; research and development; pricing, manufacturing and distribution; patents and licensing; capacity building; and product donation. By comparing companies to one another, the ATMI aims to stimulate pharmaceutical companies to play a bigger role in addressing the challenges of access to medicine in developing countries and to offer them insight into the activities of their peers. As well, the ATMI seeks to create a platform for stakeholders from the pharmaceutical industry, governments, investors, civil society, patient organizations and academia to gather and form a common view of how these pharmaceutical companies can make further progress.

For us at SGI, the ATMI, and the work behind it, is incredibly valuable. I was a part of a recent conversation with staff from the Access to Medicine Foundation and can only salute the foundation’s transparency, its openness to input from stakeholders, its solid research, and its contribution to making the pharmaceutical industry better serve the poor. As credible third party research, the ATMI helps us work toward important goals in our dialogues with pharmaceutical companies.

SGI is deeply committed to its work in health. The late Fr. Mike Crosby, O.F.M., Cap. was a pioneer in engagement with tobacco companies. Today, Marty Roers continues the work in tobacco for the Sisters of St. Joseph of Carondolet.  Sr. Judy Sinnwell, O.S.F. (Sisters of St. Francis of Dubuque) engages several pharmaceutical companies on the affordability of medicine. Ann Roberts at Dana Investment Advisors, Inc. and Fr. Robert Wotypka, O.F.M., Cap. (of the Capuchin Franciscan Province of St. Joseph) are also engaged with companies on drug pricing.

To learn more about the ATMI:

SGI joins investor statement about Private Prison Investments

SGI joined with other investors to express concern about JPMorgan Chase’s financing of private correctional REITs (often referred to as private prison companies) which are receiving growing numbers of contracts to detain immigrants amid the current administration’s immigration policy.

We believe the operations of these companies are at odds with JPMorgan Chase’s robust Environmental and Social Risk Management Framework used to assess lending and advisory relationships, and may contradict the commitment in its Human Rights Statement and “How We Do Business Report.”

As America’s incarcerated and detained populations have boomed in recent years, the business of owning and operating prisons and jails has grown into a multibillion-dollar industry. A 2016 report uncovered which Wall Street banks finance the industry’s two leaders, CoreCivic (formerly “Corrections Corporation of America [CCA]”) and GEO Group. In the report, The Banks That Finance Private Prison Companies, In the Public Interest reveals how these banks profit from providing credit, bonds, and loans to private prison companies. Download report.

At the May 2017 shareholders’ annual meeting, after investors raised concerns about human rights violations in private prisons,  JPMorgan Chase CEO Jaime Dimon said: “We will look into the funding of these prisons you’re talking about. I’m not sure we completely agree with you.”

The letter that SGI signed calls for Mr. Dimon to inform investors in writing regarding steps taken to review the relationship with private prison and immigrant detention companies and to arrange a meeting to discuss the matter further.

Read the Letter to JPMorgan Chase

We Are Still In

Frank Sherman, Executive Director of Seventh Generation Interfaith

This month, EPA Administrator Scott Pruitt announced the Administration’s intent to repeal the Clean Power Plan. This was President Obama’s signature policy to curb greenhouse gases (GHG) emissions from electrical power plants, the cornerstone of the US plan per the Paris Climate Accord.

Shortly after the EPA announcement, the We Are Still In coalition announced that the US will be represented by a robust delegation at the upcoming 23rd Conference of the Parties (COP23), including a US Climate Action Centre and a US Delegation of Climate Leaders as an indication of support for the UN climate talks. The We Are Still In movement is a coalition comprised of approximately 2,500 mayors, governors, state attorneys, business leaders, investors and other prominent climate actors who declared that they will continue to support climate action to meet the Paris Agreement. The coalition represents $6.2 trillion of the US economy and more than 130 million Americans, i.e. approximately 40 percent of the US population.

This Clean Power Plan (CPP) was passed by the Obama EPA to meet the requirements of the Clean Air Act. Repeal of the CPP will be fought in the courts. In the meantime, the We Are Still In coalition believes the US can still meet the GHG reduction targets in spite of the repeal of the CPP. GHG emissions in the US are down over 11 percent since 2005, with the power sector down 24 percent. Over the same period, US GDP was up 12 percent, proving that economic growth and GHG emissions can indeed be decoupled.  With natural gas prices depressed, declining renewable energy cost, aging coal plants, increased availability of electric vehicles, and growing public support for climate action (e.g.  the Yale Climate Communication Center reports that over 60 percent of Trump voters support regulating GHG and over 70 percent support renewable energy), this trend will continue.

Christiana Figueres, former Executive Secretary of the United Nations Framework Convention on Climate Change, has declared:

Paris is everyone’s deal. It belongs to cities, businesses, nongovernmental organizations, and all of global civil society as much as it belongs to nation-states. So when President Trump attempted to destabilize the process by announcing his intent to withdraw, there was no domino effect of despair. Instead, he unleashed an inspirational counter-movement in support of the Paris Agreement, which is embodied so beautifully in the We Are Still In Campaign.

The New York TImes examines low-carbon investments

Last week, The New York Times published an article, Funds That Can Put Your Investments on a Low-Carbon Diet, that examines low-carbon investments. Like SGI in our resource page, the article highlights Fossil Free Funds, a resource from As You Sow. The article highlights some of the investment funds that provide low-carbon alternatives. It also includes a general assessment from an industry leader, Jon F. Hale of Morningstar, on the risks and performance of these funds.

As the NYT is behind a paywall after ten monthly free articles, here is a PDF version of the article without the photos or links: Funds That Can Put Your Investments on a Low-Carbon Diet – The New York Times.

Voting your proxies

Frank Sherman, Executive Director (Seventh Generation Interfaith, Inc.)

Shareholders have partial ownership of the companies they hold in their portfolios. They rely on a Board of Directors to act on their (as well as other stakeholder’s) behalf to oversee the management of the company. Shareholders are given the opportunity, typically annually, to voice their opinions by electing the Board Directors and voting on various proposals included in the company’s proxy statement. For responsible investors, this is more than an opportunity – it’s a responsibility.

Asset owners, asset managers, hedge funds, and asset service providers typically rely on proxy service companies to recommend how to vote on company proxies based on their research and guidelines. The two largest proxy service companies are Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Company (GL). Ceres ​recently published guidelines that indicate how these proxy service firms will typically issue their recommendations on various ​environmental, social and governance (​ESG​)​ resolutions​. Shareholders ​that propose resolutions to companies ​can influence the proxy service company recommendations by meeting with their analysts to explain / support ​their proposal.

Typically​,​ asset manager​s​ ​(e.g. Merrill Lynch, Fidelity, CBIS, etc.) ​will ​vote your proxies for you based on their proxy service firm’s recommendations unless you give them specific instructions to do something different (which they may or may not follow). You have an option to ​tell them that you want to ​vote your own proxies.

On the other hand, if you ​own mutual funds or ​exchange traded funds (​ETF’s​) rather than individual equities​, you forfeit your right to vote ​company​ proxies to the fund management company​ who often vote with management’s recommendations​​. You also lose the right to ​fil​e shareholder resolutions​.​ A responsible investor will consider the social and environmental profile of the ​mutual ​fund​ or ETF, as well as the fund management company​ which will be voting your proxies. Some of the better ones are ICCR members! In any event, investing in mutual funds or ETF’s is an impediment to direct corporate engagement. You may want to dedicate a portion of your portfolio for holding individual equities to facilitate this strategy.

As socially responsible investors, SGI members understand that their investment portfolio is a catalyst for change. We should ensure we use all the tools available to us to make that change.​

2018 Filing Deadlines

Here are links to documents with the 2018 Corporate Resolution Filing Deadlines (XLSX) (PDF).

Please, remember that, by the close of business on or before the company’s filing date, mail or overnight to the Corporate Secretary:

    • Your cover letter
    • The resolution
    • Verification of your stock ownership

Ideally, send the letter via FedEx, UPS or other sign upon-receipt delivery, so that there is a record of who at the company signed to receive your letter. You should retain this receipt in the rare case the company argues your letter did not arrive by the deadline. For more information, visit ICCR’s helpful resource: “How to File a Resolution.”