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Quarterly Engagement Arcelor Mittal, Report National Grid, October-December 2019 BHP, Southern Company, National Express, Vale lapfforum.org.uk 2 LAPFF QUARTERLY ENGAGEMENT REPORT | OCTOBER -DECEMBER 2019 lapfforum.org lapfforum.org OCTOBER -DECEMBER 2019 | QUARTERLY ENGAGEMENT REPORT LAPFF 3 CLIMATE EMERGENCY CLIMATE EMERGENCY
National Grid Announces the board is responsible for overseeing investors have received in requesting this New Zero Carbon Sensitivity an economically attractive execution of type of action in climate lobbying resolu- Analysis the net zero carbon transition, developing tions, this is no small feat. Companies and publishing a detailed transition plan typically respond that they reap other At a meeting with National Grid, toward achieving net zero emissions by benefits from industry organisation LAPFF and other Climate Action 100+ 2050 in line with a just transition, with membership and can better achieve investors sought more granularity on clear near-term benchmarks and plans for their climate objectives while remain- climate targets, including science based 2025 and 2030 and meaningfully incorpo- ing members, but offer no time-bound targets and operating the grid at zero rating transition milestones into execu- assessments for progress or criteria for carbon by 2025. Clarification was also tive compensation metrics. Southern withdrawal. sought on integrating renewables into representatives were also asked to Company representatives were pushed the grid and on the roll-out of electric disclose how political lobbying and trade to respond to a letter sent from the ‘Net vehicle charging points. A final request association activities will support the Zero by 2050 Investor Coalition’ sent in of the company was to enhance TCFD company’s decarbonisation commitment. April as well as to move more quickly disclosure for the US business, including On lobbying activity, Southern has on investment in renewables, to prevent methane management. announced that it will not renew its mem- stranded assets in natural gas facilities. In November, the chief executive, John bership in the American Coalition for The company reported on renewables Pettigrew, announced a new sensitivity Clean Coal Electricity (ACCCE) next year. initiatives and responded that it was ‘dif- analysis for net zero carbon emissions Given the pushback LAPFF and other ficult to go quickly.’ “Clean transport offers immediate air quality benefits to our communities and longer term renewables enablement.”
Sir Peter Gershon
Positive Climate by 2050, adding to its recently stated ambition to operate a zero carbon grid in Climate concerns Outcomes at Arcelor the UK by 2025. In addition, in July the Mittal, National Grid National Grid Electricity System Operator announced it was joining the Powering and Southern Company Past Coal Alliance, a global alliance of remain centre stage governments, businesses and organisa- tions working to progress the transition away from coal power, something specifi- ArcelorMittal Commits to cally requested at the previous Climate at close of year Publishing Trade Body Action 100+ meeting with the company. Memberships The above achievements were wel- The wildfires in Australia (cover), floods in Indonesia comed. LAPFF would like to see further ● The Australian extractive sector needs to be proactive in enabling Paris-aligned (above) and Saudi Arabia and other extreme weather- LAPFF and other Climate Action 100+ progress in respect of TCFD disclosure public policy. LAPFF joined other investors in a public letter, calling on Australian investors held a teleconference with for the US business and on the roll out companies to do more to direct their trade associations and industry bodies in induced events in the last months of 2019 permeated public company representatives to press on of electric vehicle charging points. The enabling Paris aligned policy and for companies to contribute constructively to consciousness with the real and sometimes deadly impact ambitious target setting in 2020 and for Chair, Sir Peter Gershon, spoke about that process. of climate change. Shareowners engaging with companies the company to publish its review of National Grid’s Transition to Net Zero at membership of trade bodies. the 2019 LAPFF conference and par- ● LaFargeHolcim carbon targets were ● LAPFF has signed the PRI-co- continue to push, not only for companies’ strategies In December, Arcelor announced ticipated in an animated question and validated by the Science-Based Targets ordinated investor statement on to further the transition to net zero and their physical publicly it would publish its trade body answer session. initiative (SBTi) in December. According airlines and aerospace companies. resilience, but also for alignment of corporate direct and memberships in its next Climate Action to SBTi, the targets are ‘adequate and The purpose of this is to publicly signal report, due in 2020. Southern Company Drops consistent with the global effort to keep investor support for actions airlines indirect lobbying activities which can markedly affect Setting credible science-based targets Membership in ACCCE temperatures below 2°C. LAPFF is a and aerospace companies can take to national policy making. for the 2020 to 2030 period is crucial to member of the Climate Action 100+ manage climate risks and opportunities give investors confidence that the board LAPFF has been part of a collaborative collaborating group who have been inherent in their business. It is also is managing the required net zero transi- engagement with Southern Company engaging with the cement and building intended to inform investor engagement tion. Thyssenkrup, one of the world’s to discuss the company’s progress on its materials company. with relevant companies by providing a largest steel producers and Mahindra- climate targets. At a March 2019 meet- high-level, unified set of expectations Sanyo, an Indian steel company, have ing, this investor group requested that on climate change. already set science-based targets. Southern commit to identifying who on 4 LAPFF QUARTERLY ENGAGEMENT REPORT | OCTOBER -DECEMBER 2019 lapfforum.org lapfforum.org OCTOBER -DECEMBER 2019 | QUARTERLY ENGAGEMENT REPORT LAPFF 5 COMPANY ENGAGEMENT COMPANY ENGAGEMENT
who, while they can, continue to file South America affected by BHP’s mining shareholder resolutions with a plethora operations. The aim was two-fold: to of US companies across a range of topics. allow community members to share LAPFF members are among these their human rights and environmental shareholders, filing resolutions at concerns with investors, and to provide Chevron, Amazon, Alphabet, Eli Lilly, investors with additional information to Citigroup and Honeywell over the feed into their investment processes. quarter. It is hoped that these resolu- The event was well-attended and tions will put pressure on companies well-received with both investors and to improve their strategies on climate community members finding the oppor- resilience. This appears to have been the tunity to interact extremely useful. A Lawrence Kellner as the new Chair. There case at AngloAmerican where investors similar response was received following has been further news in early January have been able to withdraw their climate presentations by community members 2020 about production of the Boeing 737 lobbying resolution after indications of from two Brazilian communities affected MAX being suspended pending further investor support and sufficient move- by BHP and Vale at the LAPFF Annual regulatory review, including concerns ment from the company. Anglo has now Conference in December. The community about additional problems with the agreed to lobbying in line with the Paris members at the October event were not aircraft. Agreement. comfortable with the idea of having BHP LAPFF Chair, Cllr Doug McMurdo, Filing shareholder resolutions in present, so LAPFF informed a company spoke with Boeing representatives in the US is an engagement tactic that representative that the seminar was XXXX August 2019. One of the suggestions he frequently yields results, with up to taking place and met with him subse- made was that Boeing undertake an inde- one-third of resolutions being withdrawn quently to discuss a right-of-reply for the pendent review of its governance arrange- and appropriate company representatives company. LAPFF provided BHP with a ments in the wake of the Indonesian and agreeing to meet. It remains to be seen summary of the community concerns, Ethiopian crashes. Not only has Boeing what level of support these new resolu- and was told that this information will be separated its Chair and CEO roles, but tions achieve, but the board members in used as a basis for a company response. a subsequent article reported that the question will no doubt be taking note of The unwillingness of the community company has committed to an independ- the heightened participation by UK inves- representatives to have representation ent assessment of its governance. tors in co-filing shareholder resolutions. from BHP at the October event demon- It is hard to know whether these strates the current lack of trust between changes and commitments will lead to the communities and the company. This an improved safety culture, especially BHP Stakeholder Seminar: lack of trust is evident in relationships in light of the recent news of the air- Community – with a number of companies, not just craft’s production being suspended and Investor Dialogue BHP. Through seminars such as these National Express OTHER NOTABLE possible additional problems with the and in subsequent company engagement, ENGAGEMENTS 737 MAX. There was also another crash In October, LAPFF and the London the aim is for LAPFF and other investors improves relations of a Boeing aircraft on 7 January 2020, Mining Network held an event for inves- to facilitate a more trusting relationship, Boeing commits to with no survivors. Press reports suggest tors to meet with community members in but there is a long way to go. with Unions independent review of that part of the problem for Boeing has governance been reduced safety oversight by the US LAPFF has been engaging with National Federal Aviation Administration, and this Express since 2010 over allegations of When LAPFF began engagement with seems unlikely to change imminently, anti-union activity in the company’s US Boeing, the initial objective was to find although European regulators are now operations. The Forum has met with out more about the company’s operations reportedly getting involved. However, the both management and employees in relation to the war in Yemen. However, these two changes are positive steps, and and their representatives on numerous this engagement took place not long after the Forum will continue engagement both occasions. However, for many years, the two Boeing aircraft crashed in Indonesia on safety and the company’s role in the engagement had been amongst the most and Ethiopia, killing over 300 people, war in Yemen. challenging LAPFF had experienced. Matthew Ashley, Executive Director, so the Forum also followed up on these Then something changed. At its 2017 National Express incidents. This line of inquiry has ramped AGM, National Express announced that up over the past few months with now LAPFF Members Co-file a Matthew Ashley would replace David antagonistic conduct in union elections former CEO, Dennis Muilenburg, testify- Range of Shareholder Duke as head of its North American has fallen significantly and relations are ing before Congress about deficiencies Resolutions division. There were hopes on the union substantially improved. in Boeing’s risk management system side that this change might signal the start The late LAPFF Chair, Cllr Kieran that allegedly contributed to the crashes. Board directors at US companies are of improved relations, and public Quinn, had stated after the last meeting Mr. Muilenburg was ousted just before notoriously difficult to engage, and with acrimony markedly reduced. LAPFF took with National Express Chair, Sir John Christmas and was replaced by David new proposed rules on filing shareholder this as a good sign that the company and Armitt, that he wished this engagement Calhoun, who Boeing had appointed as resolutions, such engagement looks set unions were starting to build a productive could be over and done with. At long last, interim chair. Boeing has kept the Chair to become even more difficult. However, relationship. We now understand that it seems that it might be. and CEO roles separate in appointing this context is not deterring shareholders 6 LAPFF QUARTERLY ENGAGEMENT REPORT | OCTOBER -DECEMBER 2019 lapfforum.org lapfforum.org OCTOBER -DECEMBER 2019 | QUARTERLY ENGAGEMENT REPORT LAPFF 7 COMPANY ENGAGEMENT COMPANY ENGAGEMENT
The fringe meeting speakers addressed NETWORKS AND EVENTS the question ‘Investing in a Just In keeping with LAPFF’s objective of Transition for a net zero carbon economy obtaining the best information possi- – what needs to change?’ In response to ble for members, LAPFF engaged with the employment challenges and potential networks and attended events with other job cuts faced by industries in flux, Paul investors, with affected stakeholders Wheelhouse MSP stated (including community representatives ‘We cannot do to the oil and workers) non-governmental organisa- tions (NGOs) asset managers and politi- and gas industry what we cians and policy makers over the quarter. did to coal’ Participation in investor collaborations included meetings on co-filing pos- sibilities at AngloAmerican, Alphabet, Amazon and topic-based engagements including a Mining and Tailings Dam Safety Summit and the just transition. The Forum also met with a Japanese corporate governance expert, Megumi Terayama, to compare notes on develop- ments in the UK and Japanese markets. Stakeholder engagement focused on meeting community members affected by dam collapses at Samarco and LAPFF has responded to the New Brumadinho in relation to BHP and Vale Sainsbury’s to release Zealand Government consultation on operations. It also included engaging sustainability strategy in mandating companies to report in a con- with the BALPA and ITF unions about early 2020 sistent and defined manner how climate industrial relations at Ryanair. LAPFF BP strategy and Paris POLICY ENGAGEMENT change impacts their business and invest- also had meetings with NGOs including LAPFF Vice-Chair Cllr Rob Chapman Agreement goals The fourth fringe meeting to discuss ments. LAPFF supports new mandatory VOTING CERES and ShareAction in relation to met with Sainsbury’s chair, Martin changes to secure investment in the Just reporting requirements to be widespread coordinated engagements. Scicluna and Judith Batchelar, Director of LAPFF, along with other Climate Action Transition took place at the October SNP and implemented on a comply or explain ALERTS Asset managers are an important Sainsbury’s Brands, to understand better 100+ investors, met with BP CEO-elect conference in Aberdeen. Organised by the basis. LAPFF considers the Taskforce stakeholder for both LAPFF member the board’s strategy for resilient and Bernard Looney in November to discuss Smith Institute, the meeting provided a on Climate-related Financial Disclosure LAPFF issued voting alerts for funds and pools, and LAPFF engaged sustainable business practices, including the company’s strategy relating to the platform for LAPFF to set out what these (TCFD) Framework is currently best both the BHP and ANZ AGMs with both Baillie Gifford and LGIM over plastic reduction, as well as a commit- Paris Goals as well as investor expecta- changes should be. practice for climate related decisions and during the quarter. Both alerts the quarter. On the policy and politics ment to work toward a zero carbon busi- tions of oil and gas companies more The meeting was chaired by Scottish that adoption of climate related reporting addressed climate lobbying, an front, LAPFF spoke about the just transi- ness using a just transition approach. broadly. The Forum also asked the Just Transition Commissioner Richard will improve decision making within com- aspect of company behaviour tion at a SNP Fringe Meeting at the SNP The climatic and environmental risks company about its governance of and Hardy, who spoke about low carbon panies and make it easier for investors to that is increasingly surfacing Party Conference, as well as attending an facing companies with supply chains practices relating to corporate climate opportunities supporting rural econo- accurately quantify long term value of the in shareholder resolutions. event at which the four major political as diverse and complex as Sainsbury’s lobbying, requesting that BP undertake mies. Cllr Alasdair Rankin, represent- companies in which they invest. For both companies, the parties presented on net zero emissions are significant. These risks range from and report on an industry association ing LAPFF, recognised the work of the Forum recommended votes and a healthier environment. The Forum disruption to supply chains caused by mapping exercise. Scottish Just Transition Commission in favour of two resolutions, also attended a Public Sector Green changing weather patterns to increased After the successful passage of a and noted LAPFF’s recommendation for MEDIA COVERAGE one procedural resolution to Finance Summit in October. legislation around plastic packaging. resolution requesting that BP evaluate the UK government to establish a Just Pension fund group ‘brings mining change company articles of LAPFF funds are increasingly request- Therefore, the company needs to pro- and disclose the consistency of each new Transition Commission, along the lines community voice’ to investors, association to allow for the ing presentations on a range of issues. gress on improving its supply chain capex investment (co-filed by ten LAPFF of the Scottish Commission, to bring the IPE, 23 October 2019 second, substantive, resolution During 2019 these have often focussed on sustainability. member funds) this meeting provided public and private sectors together. McDonald’s Under Fire for Steve on company membership the investment implications of climate However, the company did detail company representatives the opportunity Hazel Gulliver, Head of Scotland Easterbrook’s Exit Deal, of trade associations with change. Member funds addressed the steps it had recently taken toward to outline the progress made in develop- and EU policy, Scottish Power, noted Restaurant Business, 26 November, 2019 poor policies and records over the quarter include Bedfordshire mitigating its environmental impact, ing a sufficient process for assessing and that Scotland was ‘leading the charge’ LGPS urged to put the ‘social’ back into on tackling climate change. Employers AGM, Camden, Merseyside, including announcing the target of cut- disclosing the alignment of capex with in terms of climate targets and on ESG, LAPFF has had word from the Barnet, Lancashire, and Warwickshire. ting single use plastic by 50% by 2025 Paris goals. delivering infrastructure for new Room151, 10 December 2019 lead filer of the resolutions to and reporting in line with the Taskforce The Forum would like to see BP dis- renewables and electric vehicle charg- The rant before Christmas: five people on ANZ, the Australasian Centre on Climate-related Financial Disclosure close a clear methodology to assess the ing. Paul Wheelhouse, MSP for Energy, Mike Ashley’s naughty list, The Telegraph, for Corporate Responsibility (TCFD) in the 2020 annual report. carbon intensity of each material capex Connectivity and the Islands, concurred 16 December 2019 (ACCR) that the company chair The Company is planning to release a and how this analysis informs the com- that Scotland’s climate targets of 75% Mike Ashley blocks Labour councillor has committed to producing formal strategy in early 2020, which will pany’s scenario analyses using multiple emission reductions by 2030 were driving from Sports Direct board meetings after a formal review of its industry provide more details on what it would IPCC scenarios and varying commodity strategy, further highlighting the ‘Just Corbyn row, associations to be published take to reach net-zero by 2050 and associ- price assumptions. Transition’ element in terms of impacts Telegraph, 1 November 2019 prior to 30 June 2020. ated shorter term targets. on workers. 8 LAPFF QUARTERLY ENGAGEMENT REPORT | OCTOBER -DECEMBER 2019 lapfforum.org lapfforum.org OCTOBER -DECEMBER 2019 | QUARTERLY ENGAGEMENT REPORT LAPFF 9 2019 LAPFF ANNUAL CONFERENCE ENGAGEMENT DATA
MEETING ENGAGEMENT OUTCOMES ACTIVITY
0.0 0.2 0.4 0.6 0.8 1.0.0 0 0.2 0.4 0.6 0.8 1.0
5 4 3 2 1 0 Sent Letter No Improvement Alert Issued Small Improvement Awaiting Response Meeting Substantial Improvement Received Letter Moderate Improvement AGM Change in Process Resolution Filed by members 012345678 0 5 10 15 20
POSITIONS ENGAGED LAPFF has had word from the lead filer of Exec Director or CEO the resolutions to ANZ, the Australasian
5 4 3 2 1 0 Non-Exec Director Centre for Corporate Responsibility (ACCR), that the company chair has Specialist Staff committed to producing a formal review of Chairperson its industry associations to be published 0510 15 20 25 30 35 prior to 30 June 2020
ENGAGEMENT TOPICS
Audit Practices Social Risk Other Campaign (General) Remuneration Board Composition Reputational Risk Environmental Risk Employment Standards Human Rights Climate Change Governance (General) 0.0 3.2 6.4 9.6 12.8 16.0
COMPANY DOMICILES
The 2019 LAPFF Annual Ethics to the AP Funds. Brazilian com- Above: Brazilian representatives of Conference took place in munity members also gave a devastating communities affected by the Samarco Bournemouth from 4 – 6 account of their experiences with tailings and Brumadinho dam collapses dams. This was followed by sessions December in its second year on food waste and plastic and a LAPFF 20 engagement round up. On the second the future for UK financial regulation, GREAT BRITAIN 1 at the Hilton Bournemouth NETHERLANDS morning, delegates heard from Sir Peter and climate change accounting. Ken 1 1 IRELAND Speakers ranged from Brazilian repre- Gershon, chair of National Grid, on the Clarke addressed the delegates prior to 18 LUXEMBOURG sentatives of communities affected by the Transition to net zero, followed by a the evening’s dinner. USA 1 Samarco and Brumadinho dam collapses discussion of the just transition initia- The final morning of the confer- FRANCE to Sir Peter Gershon, Chair of National tive led by Nick Robins at LSE and other ence covered gender diversity and Grid, to Kenneth Clarke and John Bercow, speakers providing a range of views and ArcelorMittal’s ‘journey toward carbon who offered their thoughts on Parliament perspectives on the energy transition. neutrality’. The conference concluded and Brexit proceedings. Martin Gilbert of Aberdeen Standard then with a lively speech by John Bercow, The conference started with an update provided his experiences on employees former Speaker of the House of 4 on the investor tailings dam initiative on boards. Other sessions addressed Commons, who made a plea for reasoned BRAZIL led by Adam Matthews from the Church cybersecurity and social media abuse, parliamentary and societal debate and of England Pensions Board and John media standards, how to spot failing who is apparently an avid fan of tennis, 3 Howchin from the Swedish Council of companies, management remuneration, and of Roger Federer in particular. AUSTRALIA 10 LAPFF QUARTERLY ENGAGEMENT REPORT | OCTOBER -DECEMBER 2019 lapfforum.org COMPANY PROGRESS REPORT
35 Companies engaged over the quarter in 50 engagements
Company/Index Activity Topic Outcome Alphabet Sent letter Human Rights Dialogue Amazon Resolutions co-filed by members Human Rights/ Governance Dialogue Anglo American Meeting Climate Change/ Governance Dialogue ANZ Bank Meeting Climate Change/ Governance Dialogue ArcelorMittal Meeting Climate Change Substantial Improvement BHP Meeting Human Rights Dialogue Boeing Sent letter Governance (safety) No Improvement BP Meeting Governance Small Improvement British American Tobacco Meeting Social Risk (health) Small Improvement Charles Schwab Meeting Governance Awaiting Response Charter Communications Resolution co-filed by members Governance Dialogue Chevron Resolution co-filed by members Climate Change/ Governance Dialogue Chipotle Mexican Grill Inc Meeting Environmental Risk Small Improvement Citigroup Resolution co-filed by members Climate Change/ Governance Dialogue Easyjet Sent letter Employment Standards Awaiting Response Eli Lilly Resolution co-filed by members Governance Dialogue Honeywell Resolution co-filed by members Governance Dialogue Marks & Spencer Sent letter Employment Standards Awaiting Response McDonalds Sent letter Remuneration Dialogue National Grid Meeting Climate Change Substantial Improvement Pepsico Received letter Environment (plastics) Moderate Improvement Philip Morris Meeting Governance (tax) Small Improvement Reach Meeting Reputational Risk Moderate Improvement Rio Tinto Sent letter Employment Standards Awaiting Response Royal Dutch Shell Sent letter Audit Practices Dialogue Ryanair Meeting Governance/ Small Improvement Employment Standards Sainsbury Meeting Climate Change/ Environment Small Improvement Severn Trent Received letter Governance Small Improvement Smith & Nephew Sent letter Employment Standards Awaiting Response Southern Company Received letter Climate Change Substantial Improvement Suzano Meeting Climate Change Small Improvement Total Meeting Governance (corruption) Dialogue Vale Meeting Human Rights No Improvement Vodafone Sent letter Employment Standards Awaiting Response Walt Disney Company Resolution Filed Governance Dialogue
LOCAL AUTHORITY PENSION FUND FORUM MEMBERS
LAPFF DEVELOPMENTS Devon Pension Fund Lambeth Pension Fund Strathclyde Pension Fund The Forum welcomed new fund Dorset Pension Fund Lancashire County Pension Fund Suffolk Pension Fund Durham Pension Fund Leicestershire Pension Fund Surrey Pension Fund members during the quater: Dyfed Pension Fund Lewisham Pension Fund Sutton Pension Fund the Essex Pension Fund, Brent Ealing Pension Fund Lincolnshire Pension Fund Swansea Pension Fund Pension Fund and Bexley East Riding Pension Fund London Pension Fund Authority Teesside Pension Fund Pension Fund East Sussex Pension Fund Lothian Pension Fund Tower Hamlets Pension Fund Enfield Pension Fund Merseyside Pension Fund Tyne and Wear Pension Fund Individual Member Funds Environment Agency Pension Fund Merton Pension Fund Waltham Forest Pension Fund Avon Pension Fund Essex Pension Fund Newham Pension Fund Wandsworth Borough Council Pension Barking and Dagenham Pension Fund Falkirk Pension Fund Norfolk Pension Fund Fund Barnet Pension Fund Gloucestershire Pension Fund North East Scotland Pension Fund Warwickshire Pension Fund Bedfordshire Pension Fund Greater Gwent Pension Fund North Yorkshire Pension Fund West Midlands ITA Pension Fund Bexley Pension Fund Greater Manchester Pension Fund Northamptonshire Pension Fund West Midlands Pension Fund Brent Pension Fund Greenwich Pension Fund Northumberland Pension Fund West Yorkshire Pension Fund Cambridgeshire Pension Fund Gwynedd Pension Fund Nottinghamshire Pension Fund Westminster Pension Fund Camden Pension Fund Hackney Pension Fund Oxfordshire Pension Fund Wiltshire Pension Fund Cardiff & Glamorgan Pension Fund Hammersmith and Fulham Pension Fund Powys Pension Fund Worcestershire Pension Fund Cheshire Pension Fund Haringey Pension Fund Redbridge Pension Fund Pool Company Members City of London Corporation Pension Fund Harrow Pension Fund Rhondda Cynon Taf Pension Fund Border to Coast Pensions Partnership Clwyd Pension Fund (Flintshire CC) Havering Pension Fund Shropshire Pension Fund Brunel Pensions Partnership Cornwall Pension Fund Hertfordshire Pension Fund Somerset Pension Fund LGPS Central Croydon Pension Fund Hounslow Pension Fund South Yorkshire Pension Authority London CIV Cumbria Pension Fund Islington Pension Fund Southwark Pension Fund Northern LGPS Derbyshire Pension Fund Kingston upon Thames Pension Fund Staffordshire Pension Fund Wales Pension Partnership