Posts tagged with: Corporate governance

This past Friday, I blogged about the U.S. Securities and Exchange Commission’s recent decision to allow a vaguely worded proxy resolution proceed to a vote. The resolution was submitted by, among others, members of the religious shareholder activist group the Interfaith Center on Corporate Responsibility.

The ICCR resolution calls upon ExxonMobil Corporation to take action intended to mitigate climate change. ExxonMobil requested the SEC deny the ICCR resolution on the grounds it was based mainly on nonspecific greenhouse-gas reduction targets and unclear strategies to achieve them.

Since that post, I received an email from a subject matter expert that helps place the SEC’s decision in perspective. Legal Director Allen Dickerson from the Center for Competitive Politics, a free-speech nonprofit, commented:

The SEC’s decision was routine. It is extraordinarily easy, under U.S. securities laws, to put a proposal before a company’s shareholders, and politically active groups have done so with increasing frequency in recent years. But these policy proposals are seldom adopted. Shareholders generally want corporations to maximize the value of their investment, as management is legally obligated to do, and rebuff attempts to turn the annual meeting into an extension of the broader political arena.

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Religious shareholder activist group As You Sow released its 2016 Proxy Preview last week, and it’s a doozy. Tellingly, AYS has dropped religious faith as a rationale for its climate-change and anti-lobbying efforts. From the accompanying press release:

More 2016 shareholder proposals than ever before address climate change — 94 compared with 82 in 2015. Of the resolutions, 22 ask energy extractors and suppliers to detail how the warming planet will affect their operations and how they will respond if governments follow through with commitments made in the Paris climate treaty in December to keep fossil fuel assets in the ground to prevent damaging temperature increases. A further 18 resolutions focus on the risks from using hydraulic fracturing to extract energy from shale deposits, including 12 seeking methane reduction targets. Nineteen resolutions ask companies to set greenhouse gas emission reduction targets. The climate slate is rounded out by another 11 proposals that include a push to change energy reserves accounting at two companies and one suggesting executive bonuses should be linked to fossil fuel reserves accounting changes.

Political activity accounts for another 99 resolutions, including some drawing connections between government inaction on climate change and corporations’ lobbying and election spending. Proposals on lobbying (55) exceed those about election spending (40). Nine companies face resolutions seeking oversight and disclosure of both election and lobbying expenditures.

Hoo boy. Where to begin unpacking all the mischief hinted at above? Suffice it to write that the proxy resolutions in the 2016 Proxy Preview demand individual scrutiny in order to identify the wrongheadedness of it all. This despite the self-congratulatory back-patting and progressive smugness displayed above and below: (more…)

2016_proxybookcover_squarecropThe silly season once again is upon us, and by that your writer doesn’t mean federal campaigning for political office for which he cares little or the prevalence of self-promoting entertainment awards programs for which he cares even less. Instead, he means the 2016 proxy shareholder resolution season, specifically as it applies to nuisance resolutions from religious investment groups having more to do with leftist agendas than rational corporate governance and … well, you know … religion.

The Interfaith Center on Corporate Responsibility (marketing tagline: “Inspired by Faith, Committed to Action”) released earlier this month its 2016 Proxy Resolutions and Voting Guide. As of this writing, As You Sow hasn’t released its 2016 Proxy Preview, but familiarity with the past two volumes leads to anticipation of more of the same progressive targeting of publicly held companies on such issues as climate change mitigation, executive compensation and board diversity, and transparency on corporate donations and lobbying efforts (ICCR, at least, seems to have dialed back significantly efforts to curtail the use of genetically modified organisms).

These topics ostensibly fall under the Corporate Social Responsibility rubric as identified by both AYS and ICCR. However difficult it is connecting many of the above initiatives with CSR, it’s even more mind-boggling connecting the dots between AYS and ICCR clergy, nuns and other religious and the progressive causes for which they advocate. That is unless readers accept the premise that underneath every nun’s habit and clerical collar is an Erin Brokovich or Bill McKibben yearning to get out. (more…)

Previously this week, The Wall Street Journal presented a list of “7 Things Investors Should Be Watching for a 2016 Unfolds.” While there’s much in Michael A. Pollock’s article to recommend it to readers who might’ve missed it, there’s also one significant omission – Number Eight, if you will: A Rise in Proxy Resolutions by Religious Shareholder Activists.

Shortly after reading the WSJ article, your writer received an email from the Interfaith Center on Corporate Responsibility, the “corporate God-flies” who mask an actual leftist political agenda with their supposed faith-based concerns over social issues related to climate change and corporate spending on lobbying and politics. ICCR’s email announces the group’s increased efforts to stymie the best interests of the companies in which they invest in 2016 – without mentioning how their activities also negatively impact fellow shareholders as well as company customers and employees. Yet ICCR is undeterred in its efforts in a year thus far beset upon by great economic uncertainty and volatility:

Shareholder proposals on climate change and corporate lobbying and political spending head the list of 257 resolutions filed by ICCR members at 174 companies in the 2016 proxy season. Over one-third of total proposals this year are climate-related, including those related to corporate lobbying, revealing how climate change is viewed as a major risk for investors and engagements on how companies are mitigating these risks are taking on greater importance.

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JMMIt’s a new year, and I’ve had occasion to do some retrospection on various things, including the Journal of Markets & Morality. The Fall 2015 issue is at the printers, and that marks the completion of 18 years of articles, reviews, essays, translations, and controversies. (Subscribe today to get your copy!)

Here are the top 5 most downloaded articles from the JMM website (which went live in 2012):

1) Svetozar Pejovich, “The Effects of the Interaction of Formal and Informal Institutions on Social Stability and Economic Development,” Journal of Markets & Morality 2, no. 2 (Fall 1999): 164-181.

Abstract
The purpose of this paper is to develop a testable theory—the interaction thesis—capable of explaining why there are differences in economic stability and growth rates between various countries; or, stated negatively, why less efficient countries do not duplicate the economic policies of more successful ones. The interaction thesis identifies the interplay of formal and informal rules as a principal factor affecting economic stability and growth rates. Furthermore, the thesis also sheds light on how the method of choosing formal rules is a major circumstance upon which the interplay of formal and informal rules depends.
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Shareholders

All eyes seem to be directed toward Rome last week as the Pope weighed in on climate change. As anticipated, there has already been a lot of spinning by the whirling dervishes of the zealous variety– doubling down on their over-the-top, pre-release spin.

Yes, it’s a given both sides of the climate-change debate are spinning, but as your writer is on the skeptical end of the spectrum it seems the other end is receiving the majority of media coverage. Skeptics? We’re castigated as “deniers,” “Republicans,” and, of course, “anti-science.” Ouch! No worries, however, as we skeptics have grown accustomed to ad hominem attacks, not to mention pseudo-science, false claims of a scientific consensus agreeing on human-caused global warming, and accusations we’re performing the bidding of Faux News. Hoo boy, as Boris Badenov used to say.

Allow me a bit of schadenfreude when I report the consistent defeat of so-called religious-based shareholder activism deployed against oil and gas companies – on which more below. I take pleasure in these persistent defeats not because I dislike my loyal opposition as much as they dislike skeptics but because I’m convinced the best way to lift the poor from poverty and incumbent disease, hunger and illness is cheap and readily available fuels. It’s not about winning an argument from my point of view inasmuch it’s about enabling the world’s poorest to attain self-sufficiency, health, and comfort – mostly because I recognize the world’s poverty has been halved in the past 20 years, largely due to affordable fuels.

And yet… Elizabeth Douglass at InsideClimate News reports religious shareholders are persistent in their failed efforts to deep-six economically the companies in which they invest. Douglass trots out the usual suspects: Timothy Smith of Boston-based Walden Asset Management; Sister Patricia Daly of the Roman Catholic Sisters of St. Dominic of Caldwell, N.J.; and Rev. Michael Crosby from the Province of St. Joseph of the Capuchin Order in Milwaukee. Daly and Crosby, notes Douglass, “have worked together for years as active participants in the Interfaith Center on Corporate Responsibility (ICCR), a New York group whose members manage more than $100 billion in assets.” Douglass continues:

For the past few years, several climate resolutions at Exxon have won more than a quarter of the shareholder vote, and sometimes nearly a third. The vote count reached a remarkable level of backing for proposals opposed by management, according to Heidi Welsh, executive director at the Sustainable Investments Institute, a Maryland-based nonprofit that provides impartial analysis of social and environmental policy shareholder resolutions.

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As noted here and here, Interfaith Center on Corporate Responsibility Executive Director Laura Berry was one representative of several groups asking the Securities and Exchange Commission to adopt new corporate political disclosure rules in October. Ms. Berry was joined by Sen. Elizabeth Warren (D-Mass.) and numerous other liberal/progressive advocates who wanted to put up regulatory roadblocks to corporate political speech guaranteed by the U.S. Supreme Court’s Citizens United ruling.

The SEC, however, determined it would not proceed with stifling free speech despite what the Washington Post described as

A groundswell of support … with retail investors, union pension funds and elected officials at the state and federal levels writing to the agency in favor of such a requirement. The idea attracted more than 600,000 mostly favorable written comments from the public — a record response for the agency. And with Mary Jo White’s arrival as SEC chairman in April, the initiative’s supporters hoped for action.

‘But she obviously did not really recognize the significance of this,’ said Bruce Freed, president of the Center for Political Accountability, which has pioneered the push for political spending disclosures. ‘She is not looking at investor protection and corporate governance broadly. You do not see those as primary drivers of her agenda.’ (more…)