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ICCR’s 2019 Proxy Resolution and Voting Guide
ICCR’s 2019 Proxy Resolution and Voting Guide
Welcome
Brief intro to ICCR
Instructions for Q & A
Contact for further questions: Susana McDermott ([email protected]) Julie Wokaty ([email protected])
WWW.ICCR.ORG
AGENDA
Proxy Book Overview
Julie Wokaty, ICCR Staff: Overview of ICCR’s 2019 Proxy Resolutions and Voting Guide
ICCR Member 2019 Initiatives
Cathy Rowan, Trinity Health: Drug pricing and opioids
Hannah Lucal, Open MIC: Human rights & the ICT sector
Mary Beth Gallagher, Tri-State Coalition for Responsible Investment: Immigration
Jared Fernandez, Green Century Capital: Amazon
Danielle Fugere, As You Sow: Climate change
Bruce Freed, Center for Political Accountability: Corporate political spending
Background: Full texts of shareholder resolutions across 10 areas (climate change, corporate governance, enviro. health/sustainability, financial practices, food, health, human rights/trafficking, inclusiveness, lobbying, water. Filing trends and context. Sponsors, shares and contact details.
History: Published annually by ICCR since 1974 (45 years).
Scope: Resolutions filed by ICCR’s member organizations as of January 29 (non-member filings excluded). Lead-filings and co-filings.
Julie Wokaty, Associate Communications Director
Proxy Guide Overview
• 250 resolutions at 163 companies.• A surge in proposals citing human rights risk.• Data privacy concerns in the ICT Sector. • Filings on immigrant detention.• A focus on Amazon.
Key Trends this Year
• Anti-Competitive Practices• Censored Google Search in China• Community Impact of Company’s Operations• Corporate Tax Savings Allocation Disclosure• Evaluate Impact of Overdraft Practices on Customers• Immigrant Detainees• Report on Efforts to Address Hate Speech• Risks of Sales of Facial Recognition Software • Risks Posed by Content Governance Controversies• Study Strategic Alternatives Including Sale of
Assets/Subsidiaries• Use of NDAs/Mandatory Arbitration in Sexual Harassment
Cases
New Topics this Year
Voluntary Withdrawals(Early Investor Successes)
• ICCR members negotiate dozens of successful corporate commitments each year
• Over 100 withdrawals in 2018• 36 agreements to date (vs. 31 a year ago)• New agreements include:
Wells Fargo agreed to update its Business Standards Report to include language on private prisons;
Emerson committed to establishing a GHG reduction target; Atrion will fill its next director seat with a woman; Sanderson will stop unnecessarily administering two medically
important antibiotics to its chickens; General Electric will significantly expand transparency regarding
its election-related spending;
Cathy Rowan, Trinity HealthResolutions:
Drug Pricing + Financial & Reputational Risks Related to the Opioid Crisis
Drug Pricing• Ask: Integrate public concern over drug pricing strategies into pharma companies’
executive compensation policies. • Business Case: Executive compensation arrangements should align with a company’s long-
term mission including responsible pricing strategies that increase the accessibility of medicines for people.
• Companies: Abbvie, Biogen, Bristol-Myers Squibb, Celgene, Eli Lilly, Johnson & Johnson, Merck, Pfizer, and Vertex.
Board Oversight: Risks Related to the Opioid Crisis• Ask: Report on governance measures to monitor/manage risks related to the opioid crisis.• Business Case: Legal, financial & reputational risks• Companies: Amerisource Bergen, Mallinckrodt, Mylan Laboratories, Teva Pharmaceuticals,
Walgreens Boots Alliance
Hannah Lucal, Open MICInformation, Communications
& Tech Sector
Issues• Facial recognition technology; censored search products; third party sharing of data;
online abuse; misinformation; workplace toxicity (harassment/discrimination);
Business Case: Companies that do not address these risks face legal reputational, regulatory, and human capital risks
Companies• Amazon, Apple, Autodesk, Google, IBM, Salesforce,
Mary Beth Gallagher, Tri-State Coalition for Responsible Investment
Investor Campaign on Immigration
Ask: Assess, identify, prevent, and mitigate adverse impacts of company products/services on the human rights of immigrants and refugees.
Business Case: Direct contribution to negative privacy/human rights impacts. Business relationships with companies whose conduct is widely condemned in society poses severe reputational risks. Risks from lawsuits.
Companies: Amazon.com, Inc., Bank of America, Core Civic, GEO Group, Northrop Grumman, SunTrust, Wells Fargo
Jared Fernandez, Green Century Capital Management
Amazon Investor Campaign
Business Case: Lack of attention to and public disclosure of a number of broad ESG risks pose legitimate questions about Amazon’s continued success and resiliency.
Resolutions:• Community Impact of Company’s Operations• Establish a Societal Risk Oversight Committee• Executive Pay – Incorporate Diversity & Sustainability Metrics• Greenhouse Gas Reduction• Human Rights Impact Assessment• Independent Board Chair• Majority Vote• Reduce Food Waste• Report on Efforts to Address Hate Speech• Risks of Sales of Facial Recognition Software
Danielle Fugere, As You SowResolution:
Paris Compliant Business Plan,Carbon Footprint of Loan Portfolio
Ask: Oil companies and banks are asked to disclose their plans for reducing their total GHG footprints in alignment with the goals of the Paris Climate Agreement.
Business Case: The impacts of climate change are predicted to be catastrophic if insufficient action is taken in the necessary time frame. These proposals seek to affirmatively align company actions with global needs by increasing the scale, pace, and rigor of company responses to climate imperatives.
Companies: Anadarko, Chevron, Exxon, Goldman Sachs, Hess, J.P. Morgan Chase, Wells Fargo
Bruce Freed, Center for Political AccountabilityResolution:
Corporate Political Spending
Ask: Report on policies and procedures for making contributions and expenditures (direct or indirect) to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or influence the general public with respect to an election or referendum.
Business Case: Companies face reputational risk when contributions that associate them with candidates who make questionable remarks or take positions or actions that conflict with their core values and positions.
Companies: 56 companies, including: Ameriprise Financial, ExxonMobil, General Electric and Intel
Audience Q & A
Q & A
Questions for panelists not addressed during this webinar can be directed to Susana McDermott at [email protected] or Julie Wokaty at [email protected]
A link to the 2019 Proxy Resolutions and Voting Guide and the recording will be emailed to all participants after the webinar.
The link will also be available on our website, www.iccr.org
…and please vote your proxies!Twitter #VoteYourProxies
Thank you for joining us today…
