With an expected regulatory downshift under the incoming Trump Administration, standard-setting for business conduct may move from the government to the corporate sector, with shareholders and socially conscious directors driving the trend in myriad areas, from industry-specific concerns such as animal welfare to broader issues such as climate change. To be sure, we will continue to see proxy resolutions in the dozen general categories that have become hallmarks for activists, but the rise in attention to social issues by activists seems inevitable (See Figure 1).
Corporate leaders and major shareholders alike are recognizing the role that social issues can play in corporate value. In 2016, corporate leaders and prominent investors issued “Commonsense Principles of Corporate Governance,” a collaborative document containing a key message: “Our future depends on…companies being managed effectively for long-term prosperity, which is why the governance of American companies is so important to every American.” Among their recommendations was the suggestion that boards pay attention to “material corporate responsibility matters” and “shareholder proposals and key shareholder concerns.”
As revealed in the NACD Resource Center on Board-Shareholder Engagement, proxy resolutions can play a role in raising board awareness of key issues. Although shareholder resolutions rarely win by a majority, and even then are only “precatory” (non-mandatory), they do raise boards’ awareness of issues and can spark change over time. Many of today’s governance practices began as failing proxy resolutions but ended up as majority practices, with or without proxy votes.
Take for example proxy bylaw amendments, which have only been fair game for proxy votes since spring 2012 (thanks to a new rule that removed director nominations from the list of topics disallowed for shareholder resolutions). That season saw only three proxy access resolutions at the largest 250 companies, and only one got a majority vote. Fast forward to spring 2016 when 28 companies had such votes, and nearly half succeeded in getting a majority vote. By December 2016, proxy access had been adopted by a majority of Fortune 500 companies, as Sidley Austin reports. Those early proxy access resolutions lost their early battles, but in the end, they won the larger war. The same could happen over time to social resolutions over the next four years.
Directors Want More Dialogue on Social Issues
Interestingly, directors seem to be intuiting that they will need to step up on social issues this year.The 2016-2017 NACD Public Company Governance Survey, which features responses from 631 directors surveyed in 2016, reveals a significant finding in this regard. When asked to judge the ideal amount of time to be spent on various boardroom topics, directors ranked five topics as highest in terms of needing more discussion time:
director succession; and
corporate social responsibility.
One in three respondents said they would like more time devoted to discussing the “social responsibility” topic. For all issues other than these five, fewer than a third of respondents said that the topics merited more board attention. While this is a relatively new question, NACD has asked similar questions in the past, and this is the first time our respondents have ever ranked social issues so highly as a “need to know” topic.
A Gravitational Pull to Social Issues With a Strategic Slant
So what lies ahead for the next proxy season in the social domain? Aristotle is attributed with coining the phrase “nature abhors a vacuum,” a theorem in physics aptly applied to the likely vacuum in new corporate rule-making in 2017. USA-first trade rules aside, we believe that shareholder activists may try to fill the break in Dodd-Frank rule making with their own social agendas.
As we go to press, attorney Scott Pruitt is slated to head his institutional nemesis, the Environmental Protection Agency, while Governor Rick Perry, former leader of oil-rich Texas, is in line to direct the Department of Energy. Neither man is likely to crack down on carbon-based fuels, so if shareholders want carbon reduction, they will need to redouble their own efforts—and indeed that seems to be the plan.
According to the environmental group Ceres, quoted in an overview by Alliance Advisors, LLC, U.S. public companies will face some 200 resolutions on climate change in 2017, up from a total 174 such resolutions during 2016. This prediction may be conservative. According to Proxy Monitor, in 2016 the 250 largest companies alone saw 58 environmental proposals—meaning that nearly one out of every four large companies faced one.
In other developments, As You Sow, a community of socially engaged investors, has already announced 46 of its own proxy resolutions, including three on executive pay. All the rest are on social issues, including climate change (11), coal (10), consumer packaging (5), and smaller numbers of resolutions in a variety of other social issues, including antibiotics and factory farms, genetically modified organisms, greenhouse gas, hydraulic fracturing, methane, nanomaterials, and pharmaceutical waste. The gist of many of these resolutions is to ask for more disclosure, including more information on the impact of current trends on the company’s strategy and reputation. For example, the “climate change” resolution in the Exxon Mobile proxy statement asks Exxon to issue a report “summarizing strategic options or scenarios for aligning its business operations with a low carbon economy.”
Similarly, the Interfaith Center on Corporate Responsibility has already announced the filing of five shareholder resolutions for the 2017 proxy of its longtime target Tyson Foods on a variety of issues, including one on the strategic implications of plant-based eating. Sponsored by Green Century Capital Management, the resolution seeks to learn what steps the company will take to address “risks to the business” from the “increased prevalence of plant-based eating.”
In the same vein, at Post Holdings, which holds its shareholder meeting January 28, a shareholder resolution from Calvert Investment Management asks for disclosure of “major potential risks and impacts, including those regarding brand reputation, customer relations, infrastructure and equipment, animal well-being, and regulatory compliance.” Note that animal welfare is only one factor here; Calvert is making a business case for the social change.
As shareholders and stakeholders focus more on sustainability, board members increasingly are taking responsibility for the long-term sustainability of their companies. In this BoardVision interview, NACD’s publisher and director of partner relations, Christopher Y. Clark, moderates a discussion between Kellie Huennekens, from EY’s Center for Board Matters, and Brendan LeBlanc, partner at EY’s Americas Climate Change and Sustainability Services, on why directors should prioritize sustainability in the boardroom:
Sustainability is no longer being viewed as a “soft issue” for board members. Rather, it’s an issue that is tied to oversight of corporate strategy.
Shareholders are becoming more concerned about how environmental and social issues are affecting companies.
There are so-called quick wins for management and boards who realize their companies should address sustainability issues.
Brendan LeBlanc, partner at EY’s Americas Climate Change and Sustainability Services (left), and Kellie Huennekens, from EY’s Center for Board Matters.
Here are some highlights from the discussions.
Christopher Y. Clark: [Has] there been increased activity and interest by directors in the governance and oversight of sustainability?
Brendan LeBlanc: I would suggest that governance and oversight of sustainability is simply governance and oversight of the corporate strategy. Companies execute their business models in the context of planetary limits and societal expectations. Sustainability is a word that goes by a lot of other synonyms: citizenship, stewardship, responsible growth, resiliency, profitability, [and] in perpetuity. All of these concepts get at the essence of sustainability, and the idea of how a company’s strategy is executed has always been a board issue.
Kellie Huennekens: It’s all about shareholders, at least from my perspective. The EY Center for Board Matters has ongoing engagement with a full range of institutional investors. We track proxy voting of the 3,000 largest companies in the U.S., and what we’re seeing and hearing from them is that sustainability topics, [like] environmental and social issues, are key concerns…gaining traction among a broader range of investors. Basically, what investors are searching for is a better understanding of how nontraditional, nonfinancial developments are impacting the companies in their portfolio, and accordingly, they want to know more about board oversight of these issues.
Clark: The perception is that this was a soft issue, and I want to hear more about EY’s work with boards on not forcing it but enhancing it so it’s no longer viewed as a soft issue.
Huennekens: There are a number of companies that appear to be redefining how boards should be looking at sustainability topics. These companies are the leaders in the space, and they’re constantly communicating with one another [and] with investors to explore how to approach sustainability topics. It’s a very difficult area, partly because it’s new and partly because the topics covered are very broad and very challenging.
LeBlanc: Boards are meant to safeguard the assets of the companies they serve. And one of the trickier but more important assets is your social license to operate, [with] an engaged workforce that comes to work…[not only for a paycheck but also] because they’re doing something that they believe in. And how companies actually understand, report, and capture this information [is] a business issue. Today, that whole process is maturing, and as boards get more engaged on what we think our social license-to-operate issues are, [we’re asking], “What are the things that really matter to our business? What do we depend on for natural resources? What are society’s expectations of us? And how are we meeting that responsibility?”
Clark: I read the appendices of NACD’s handbook, Oversight of Corporate Sustainability, and one tip that stood out to me…was: get quick wins. I was hoping that you could flesh that out for me.
LeBlanc: Quick wins for the management of the company [have] historically [included being] good at cost savings. If you do well by managing energy, [and] reduce costs, that’s fine. If you do well by managing a safe workplace, and you reduce cost and increase morale, that’s fine. The company manages risks very well if they are [also] engaging stakeholders, those who might be impacted by getting them in the tent with them early and understanding what their expectations are of the business. Those are all good, quick wins in producing a report from the company that explains the progress that they’re making….On quick wins for the board, I would strongly suggest taking a look at the [handbook’s] appendix, where we’ve put a model charter [that helps with] understanding the board. Who’s responsible for what? What’s the governance around the nonfinancial commitments that you’ve either explicitly made or are expected of you from your stakeholders?
Huennekens: As an indication of investors’ interest on sustainability topics, more specifically environmental and social issues, we’ve been seeing in recent years that shareholder-sponsored proposals to management on environmental and social topics now make up one of the largest shareholder proposal categories. It’s now about half of all the shareholder proposal topics submitted. While some boards may ask [whether or not this is] really a big deal [considering the amount of stock the shareholder who filed the proposal holds], what we’re seeing is that the broader base of investors is supporting a number of these key topics. [These topics include] greenhouse gas emissions reduction, whether to produce a sustainability report on an annual basis…, a human rights assessment, [and] supply chain management issues. [These issues] are increasingly becoming more prominent in terms of the broad range of topics boards cover, and we’re seeing average support for these proposals increase as well.
The twenty-first session of the Conference of Parties (COP) convened in Paris Nov. 30-Dec. 11 last year to negotiate a legally binding international agreement on mitigating the effects of climate change. Known as both COP21 and the 2015 Paris Climate Conference, this historic meeting of parties to the United Nations Framework Convention on Climate Change (UNFCCC) resulted in the first-ever unanimous accord, with 187 countries pledging collective action to cut carbon emissions. Despite a U.S. Supreme Court setback to environmental regulations on February 10, this deal will have significant consequences for business worldwide—consequences that will unfold as governments establish regulations that enact their support for and compliance with the Paris agreement.
(Photo: Climate Action/The Sustainable Innovation Forum 2015)
What are the key elements of the agreement?
The COP21 accord seeks to accomplish specific major goals:
To restrict the increase of global temperatures to “well below” 2.0°C beyond those of the pre-industrial era, and to endeavor to limit their rise to a maximum of 1.5°C above pre-industrial averages.
Curtailing the amount of greenhouse gases (GHGs) generated by human activity to levels that trees, soil, and oceans can absorb naturally by sometime within the latter half of this century.
To review each country’s contribution to emissions reduction every five years so they can scale up to the challenge.
For wealthy countries to provide “climate financing” that will enable poorer countries to adapt to climate change and switch from fossil fuels to renewable energy sources.
How can countries understand and manage their own emissions?
Like any business goal, understanding and managing emissions requires three basic steps: measurement—determining where you are and where you need to go; management—determining opportunities, challenges and actions; and reporting—monitoring and disclosing performance over time.
Among the most significant outcomes of COP21 are action plans for the ten largest CO2 emitters by country. These countries include (in order of the size of their emissions) China, the United States, the European Union (28 member states), India, Russia, Japan, South Korea, Canada, Iran, and Saudi Arabia. The major global economic sectors emitting the highest amounts of GHGs are establishing mitigation objectives (i.e., emission reduction targets) referred to as Intended Nationally Determined Contributions (INDCs). For instance, the European Union has set a target of at least a 40% reduction by 2030, and the United States is aiming for a 26%–28% reduction by 2025.
Such a global effort will have credibility only if these INDCs are made publicly available. The five-page United States INDC published on the UNFCCC site outlines how the country is planning to measure, manage, and report its performance; it also references existing U.S. laws and standards and draws on the EPA’s Greenhouse Gas Inventory Report: 1990–2013. This report breaks down responsibility for sources of GHG emissions over time and by major industry sector.
A significant amount of research went into the target of a 26%–28% reduction by 2025. The U.S. federal government is already taking steps to reduce emissions, and public-private collaborations have developed that will enable these sectors to leverage high-efficiency, low-missions solutions and incentivize market and technology innovations in response to the challenge.
What kind of impact will climate change and the Paris Agreement have on a company’s valuation?
In an update to the Annual Study of Intangible Asset Market Value, Ocean Tomo LLC reveals that the intangible asset value of the S&P 500 grew to an average of 84% by January 1, 2015, which represents an increase of four percentage points over 10 years. As management of intangible assets has become increasingly critical to a company’s valuation, expectations for transparency about how these ‘intangible’ risks are managed have risen. These risks now extend to climate change and the costs and benefits of reducing GHG emissions.
Companies can show that they are actively managing climate-change risks and reducing their GHG emissions through research surveys like the CDP (formerly known as the Carbon Disclosure Project). The CDP was founded in 2000 in order to collect data related to carbon emissions and distribute it to interested investors. What began as a small group of activists has grown to include more than 800 institutional investors representing assets in excess of US $95 trillion.
Interested investors (asset owners and managers) have demonstrated their support of the CDP by becoming CDP signatories and being involved in a range of investment-related projects. The list of CDP Signatories and Members includes some of the largest institutional investors, such as Bank of America, BlackRock, BNY Mellon, CalPERS & CalSTRS, Goldman Sachs, Morgan Stanley, Northern Trust, Oppenheimer Funds, State Street, TIAA-CREF, T. Rowe Price, and Wells Fargo. The CDP is by far the most influential organization specializing in this area, and it maintains a comprehensive public collection of corporate performance information.
Data posted on the CDP website can be organized by country, index, industry, or company, and is also presented in reports such as the following:
These reports can be helpful to any company seeking to establish its own GHG emissions strategy. Drawing from public sources also allows a company to see the commitments and disclosures of industry peers, what customers may expect, and how suppliers are improving their own efficiency. In addition, GHG-specific data such as that reported through the CDP is now being integrated into specialized research tools, for example, analyses on Bloomberg’s Sustainable Business & Finance website. Any company (or investor) with a Bloomberg subscription can quickly compare and contrast a range of GHG-related factors, ranging from policies (i.e., climate change policy, energy efficiency policy, environmental supply chain policy) to specific GHG metrics (i.e., energy consumption per revenue, total GHG emissions per revenue, percentage of renewable energy consumption).
Do corporate and institutional customers care?
Consider the manner in which new market demands ripple through supply chains: ISO 9000, Y2K, Dodd–Frank/Conflict Minerals, etc. That same dynamic is playing out around GHG emissions. Once an organization makes a commitment to understand its own GHG footprint, it soon recognizes the degree to which its purchasing decisions influence its overall GHG footprint.
In 2010, Wal-Mart Stores Inc. announced its goal to eliminate 20 million metric tons of GHG emissions from its global supply chain by the end of 2015. The company actually exceeded its commitment by eliminating 28.2 million metric tons, which is the equivalent of taking more than 5.9 million cars off the road for an entire year. Wal-Mart achieved this reduction by implementing innovative measures across both its global operations and those of its suppliers: enhancing energy efficiency, executing numerous renewable energy projects, and collaborating with suppliers on the Sustainability Index to track progress toward reducing products’ overall carbon footprint. By 2017, Wal-Mart will buy 70% of the goods its sells in U.S. stores from suppliers that participate in this Index.
Then, of course, there is the world’s largest single procurement agency, the United States’ General Services Administration (GSA), which spends more than $600 billion annually. The GSA and the U.S. Department of Defense (DoD) are both actively involved in the management of GHGs in their supply chains. These and other federal agencies are working closely with the White House Council on Environmental Quality to understand the GHG footprint of the government’s purchasing decisions and to engage and educate suppliers on GHG reduction strategies. The Federal Supplier Greenhouse Gas Management Scorecard lists the largest suppliers to the US government by spend and identifies whether the supplier discloses its emissions and whether it has set emissions targets. This information is drawn from public sources, and, like the CDP, this scorecard creates added market pressure on public and private companies to measure, manage, and report on GHG-related activities.
Do consumers care?
In 2015, Cone Communications partnered with Ebiquity to field its third survey of global attitudes, perceptions, and behaviors around sustainability and corporate responsibility. They conducted an online survey of more than 9,500 consumers in nine of the largest countries as measured by GDP: the United States, Canada, Brazil, the United Kingdom, Germany, France, China, India, and Japan. The survey broadly described corporate social responsibility (CSR) to respondents as “companies changing their business practices and giving their support to help address the social and environmental issues the world faces today.” Respondents were then asked whether in the preceding 12 months they had:
What does the agreement mean for your business?
Awareness about fossil fuel use, carbon and GHG emissions, and climate change impact is proliferating in all segments of the economy—public and private companies; federal, state, and local governments; employees, customers, and shareholders; etc. Today’s management teams and directors need to understand where their company stands on the risk/opportunity spectrum. To begin or advance the boardroom conversation on climate-change risks and strategies for reducing GHG emissions, consider the following:
Look across the company’s value chain. Where is the company most vulnerable geographically? Which facilities are purchasing power from the highest and lowest carbon emitting electric utilities? Are their GHG reduction opportunities through our electric utility or through other energy providers in our region?
Have we taken a public position on reducing GHG emissions? Have we set goals and targets? If not, why not? If so, how are we performing? Do we have quantifiable and verifiable information?
What positions have our largest customers taken on the issue of GHG emissions? What are their expectations of us as a supplier?
Is our industry sector a leader or a laggard? How is our organization doing in comparison with our peers?
As part of the lead-up to COP21, the Science Based Targets (SBT) initiative was formed to actively engage companies in setting GHG emission reduction targets. A collaboration among the CDP, the UN Global Compact, the World Resources Institute, and the World Wildlife Fund, the SBT initiative publishes the emission reduction targets set by more than 100 of the world’s largest companies. Here are just a few examples:
Coca-Cola Enterprises has committed to a 50% reduction of absolute GHG emissions from their core business operations by 2020, using 2007 as the base year. Coca-Cola Enterprises also commits to a 33% reduction of the GHG emissions associated with manufacturing of their products by 2020, using 2007 as the base year.
General Mills has committed to reducing absolute emissions by 28% across their entire value chain from farm to fork to landfill by 2025, using a 2010 base-year. These reductions include total GHG emissions across all relevant categories, with a focus on purchased goods and services (dairy, row crops, and packaging) as well as delivery and distribution.
Procter & Gamble has committed to cutting emissions from operations by 30% from 2010 levels by 2020.
Sony has committed to reducing GHG emissions from its operations by 42% below fiscal year 2000 levels by fiscal year 2020. The company also has a long-term plan for reducing its environmental footprint to zero by 2050, requiring a 90% reduction in emissions over 2008 levels by 2050.
In October 2015, more than 80 major U.S. corporations signed the American Business Act on Climate Pledge, among them such companies as Alcoa, American Express, Apple, AT&T, Berkshire Hathaway Energy, Dell, GE, General Motors, Goldman Sachs, Google, Johnson & Johnson, McDonald’s, Nike, Pepsi, Pacific Gas & Electric, Salesforce, Starbucks, UPS, etc. A range of quantitative GHG-emission reduction goals and targets are available for public review on the SBT website.
In addition, entire industries—such as the fashion and hospitality industries—are working together to set their own targets. These types of voluntary public commitments are setting precedents and thus expectations for others within and across industries and economic sectors.
Given the pending presidential election in the United States and the existing regulations referenced in the United States’ own INDC, it is unlikely that significant regulatory changes will impact business in 2016. It is likely, however, that existing standards and Executive Orders will shape the conduct and actions of specific industries.
Growing interest in the federal government’s own footprint and those of its suppliers may constitute the most significant impetus for change. As the GSA and the DoD increasingly seek suppliers with the lowest GHG emissions, these suppliers (public and private) will be incentivized to measure, manage, disclose, and verify their GHG emissions.
(Photo: Climate Action/The Sustainable Innovation Forum 2015)
What do directors need to do now?
First and foremost, become familiar with your company’s carbon profile and sustainability image. You need to know the carbon footprint of your company, the company’s plans to reduce that footprint, and the company’s messaging about those plans.
Whether your company is public or private, make sure that its customers know the company’s story. Business-to-business customers expect suppliers to measure, manage, and report on carbon emissions. Directors can ensure that a credible and compelling message is communicated to customers.
Conversely, directors can ensure that the company exhibits GHG consciousness when choosing major suppliers. In a choice between two qualified vendors, why not pick the one that is also better for the sustainability of your business and the planet?
If you serve on the board of a public company, look for the names of your largest investors on the list of CDP signatories, realizing that more and more of these investors are conducting due diligence on carbon emissions in their portfolio companies. Urge your CEO to announce carbon reductions in any communications with your company’s climate-oriented investors.
Develop your business case for carbon reduction and other sustainability measures. Reducing carbon emissions means the reduction in the use of fossil fuels, which translates to cost savings. Diversifying the firm’s energy portfolio to include lower emission sources is also a strategic move in today’s market. Seeking out and procuring lower-emissions goods and services has become commonplace. Leverage your procurement spend to help reduce your overall GHG footprint.
Urge management to reach out to sources knowledgeable about climate change in order to learn more from them or even to consider them as possible business partners. Wall Street firms, private equity investors, lenders, insurers, rating agencies, and stock exchanges are all becoming involved in climate issues and can be valuable partners in identifying future risks and opportunities, as well as crafting new strategies.
Ensure your investors understand and appreciate the value of investments your company makes to reduce its carbon footprint and improve the sustainability of its operations.
BrownFlynn is a corporate sustainability and governance consulting firm with 20 years of experience supporting public and private corporations in the development and implementation of strategic corporate responsibility and sustainability programs. www.brownflynn.com
Barb Brown, co-founder and principal, has led the firm since 1996, when it was established to address the growing demand from shareholders on intangible issues such as corporate responsibility; sustainability; environmental, social, and governance topics. Recognized as a pioneer in the industry, Brown is a sought-after speaker, author, and thought leader and has contributed her expertise to a range of professional and industry groups, as well as numerous multinational corporations.
Mike Wallace is managing director at BrownFlynn. An NACD member, he has been a regular contributor to NACD programs and publications. He has worked in the field of corporate responsibility/sustainability for more than 20 years and has presented on these topics to audiences at NACD Master Classes, the NACD Global Board Leaders’ Summit, and meetings of the Society of Corporate Secretaries, and the National Investor Relations Institute. He advises public and private companies as well as boards and board committees on these issues.