30 Oct. 2017 | Comments (0) Share
On Governance is a new series of guest blog posts from corporate governance thought leaders. The series, which is curated by the Governance Center research team, is meant to serve as a way to spark discussion on some of the most important corporate governance issues.
(This post originally appeared on September 8, 2017, as a Huffington Post blog post by Nell Minow, vice chair of ValueEdge Advisors.)
I’ve written earlier pieces about the failure of the people who manage our money, especially our retirement savings to provide essential feedback to the companies whose stock they buy on behalf of more than 40 percent of working Americans, charging us as many as 16 undisclosed fees and usually voting against shareholder initiatives on improving board, increasing the link between CEO pay and performance, and making better disclosures on climate change, cybersecurity, diversity, and other issues relating to investment risk and corporate reputation. There’s been a little bit of progress at Vanguard, one of the most powerful and influential money managers, with more than three TRILLION dollars invested, so I asked one of the most thoughtful leaders in this field, Tim Smith of Walden Asset Management, some questions about why that is important and what it means.
How much stock in big American companies is controlled by these firms? How much money is involved?
These are massive investment firms. BlackRock has over $5 trillion in assets they are managing and Vanguard approximately $3.5 trillion. The raw size of their holdings results in having tremendous power with the companies they own. Most firms that have outreach to their primary investors always make sure to arrange visits with Vanguard and BlackRock as a necessary stop.
Why does it matter how they vote on topics like climate change and disclosure of political contributions when even a 100 percent vote is advisory only and does not require the company to do anything?
Shareholder resolutions filed on social and environmental issues have a 45-year history as investors raise important environmental, employee relations, human rights, workplace health and safety issues among others. These resolutions and the engagements that accompany them have had a significant long-term impact on company policies and practices. There are literally hundreds and hundreds of examples of companies responding positively to investor input by
- Expanding their corporate disclosure for investors and the public
- Changing their policies, practices, and behavior
- Updating governance policy
- Taking forward-looking steps on an issue like climate change
- Making sure hazardous products are removed from food or a production process influencing workers.
- Adding diverse candidates to the board.
And the list goes on. Whether or not a shareholder resolution is binding seems immaterial. Companies often see these issues as affecting their reputation and their credibility with investors or consumers as well as affecting them financially over time. Thus, many companies take action stimulated by the case being made by investors — but also by their own sense of how acting in a responsible way is good for their business and long-term shareholder value.
So, how investors vote is vitally important because it is a clear indicator of how a company’s shareowners feel about an issue. To blindly vote for management in virtually all cases not only distances the investors from important decisions that affect them financially, but is far from acting as a “responsible fiduciary.” In short, it definitely matters how they vote your shares!
How can people find out whether fund managers oppose climate change initiatives or support outrageous CEO pay?
Every mutual fund company files a form NPX each August disclosing how they vote. So there is a public record. In addition, Ceres, the environmental organization, summarizes how funds vote on climate related issues, a good indicator of an investment firm’s voting stance. You can see which funds vote for climate resolutions zero percent of the time or 15 percent or over 50 percent.
What have you been doing to try to get Vanguard and BlackRock to be more transparent and engaged in share ownership rights like proxy voting?
Over the last several years companies like BlackRock and Vanguard, which had a consistent record of voting against all social and environmental resolutions, faced growing pressure from clients and investors. In addition, media attention compared them unfavorably to companies like State Street which showed real forward progress in proxy voting. In addition, PRI (Principles for Responsible Investment) expects its members to demonstrate seriousness in being an “active owner.”
Walden Asset Management, where I serve as director of ESG shareowner engagement, led a shareholder resolution to both companies and was joined by other investors as co-filers. This prompted both companies to sit down with us to see if we could come to an agreement allowing the resolution to be withdrawn before the vote. As I said, even non-binding shareholder proposals can have an impact.
Both discussions were productive, leading to agreements, and both companies disclosed their new thinking about proxy voting on their websites, highlighting their deep concern about climate risk and their strong support for diversity on boards of directors.
What does this latest statement from Vanguard signify? Does it go far enough?
These are important steps forward by two of the world’s largest investment managers. Their engagements with companies send a strong message to executives that it is necessary to address and urgently act on climate change, for example. But their voting record is still at the bottom of the ladder. They voted for two resolutions, at ExxonMobil(62.3 percent shareholder support) and Occidental (67 percent shareholder support) but they voted no on dozens of other climate-related resolutions. It’s a start but still demonstrates a very modest voting record. Pressure will doubtlessly mount on these two giants to match their rhetoric with actual votes pressing companies to move with some sense of urgency on key environmental and social issues.
What more would you like money management firms like Vanguard and BlackRock to do?
Vote more aggressively, be transparent about what is put on the table in their meetings with companies (no need to mention companies by name), join other investors in speaking out on key environmental/social/governance issues affecting companies financially, meet with shareholder resolution proponents to better understand their positions, speak publicly about the value of the shareholder resolution process, and make sure they will not be eradicated by proposals by led by the Business Roundtable or U.S. Chamber of Commerce.
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