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Stewardship Report 2018–19

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Stewardship Report 2018–19 Stewardship Report 2018–19 Sculpture by Kristen Visbal State Street Global Advisors 2 To Our Clients Rick Lacaille Global Chief Investment Officer State Street Global Advisors I am pleased to present our Annual Stewardship Report, which showcases the work we undertook on your behalf in 2018 and 2019 thus far. At State Street, we believe that stewardship is our fiduciary responsibility and one of the ways we add value for clients and at portfolio companies. Our asset stewardship team is part of our investment organization, reflecting the integral role it plays in our investment processes. By engaging with boards and management teams about issues that are vital to companies’ long-term profitability and using our voting power to effect change, we rigorously advocate for our clients’ interests. In addition to issues related to long-term strategy and board composition, we also incorporate material Environmental, Social and Governance (ESG) concerns into our engagement efforts. This report is an integral mechanism through which we hold ourselves accountable for our stewardship activities. Annual Stewardship Report 2018–19 3 Overall Engagement and Core Campaigns scoring system called “R-Factor™” or Responsibility-Factor In 2018, we engaged with 1,533 companies, which accounts for that measures the performance of a company’s business about 70% of our AUM in equities. Some of the highlights in operations and governance as it relates to financially material this report include updates on our core multi-year campaigns ESG issues facing the company’s industry. The scoring of gender diversity and climate change, which will continue to methodology leverages transparent materiality frameworks to be focus areas until portfolio companies effectively address generate a unique ESG score for listed companies. In doing so, these issues. I am especially pleased to announce that as it provides companies with a road map for how to improve ESG of June 30, 2019, 43% or over 580 of the 1,350 companies practices in the areas that matter most to investors. identified as part of our Fearless Girl campaign responded to our call by either adding a female director or committing R-Factor™ is being systematically integrated into our to do so. On climate change, we have conducted more than stewardship program this year. By sharing R-Factor™ scores 365 engagements since we began engaging on the issue in with portfolio companies, along with resources on how to 2014. This year, we found that while boards are starting to improve the ESG practices and disclosure that power the basis see climate change as a risk that needs to be mitigated, they of their score, we aim to bring financially material, consistent, are responding in a short-term tactical manner to a long- comparable ESG data into the market. We are also building term strategic challenge. We believe that this is partly due investment solutions powered by R-Factor™. Collectively, these to the time horizon mismatch between a typical three-year offerings allow clients the ability to participate end to end in the strategy-setting process and a longer time horizon over which development of more sustainable capital markets, one of the companies expect climate risk to materialize. core objectives of the PRI’s Blueprint for Responsible Investing. Social Issues: The Next Frontier of ESG Striving for Impact In 2018, we observed that social issues such as gender As our portfolio companies face new challenges, strong diversity, pay equality, wage strategies, sexual harassment in stewardship is essential. While ESG has always been a part of the workplace and worker retraining are raising in prominence our heritage, our significant investment in the development as emerging ESG issues facing companies. Overseeing and of R-Factor™ represents our view that ESG issues will only mitigating these risks are the next frontier of challenges become more important over time. facing boards. Consequently, one of our key collaborative efforts in 2018 was the Embankment Project for Inclusive As a large index investor, we are sometimes criticized for Capitalism (EPIC) (see page 72). As a member on the Human prioritizing breadth over depth or not doing enough to Capital Deployment Working Group, we explored ways in promote sustainability and long-term thinking in our portfolio which companies communicate the value of investing in companies. We hope that after reading this report, you come their workforce and recommended that companies monitor away with an understanding of how we leverage the size and and consider reporting on relevant metrics in this area. Our scope of our investments to have a meaningful impact on stewardship team will continue to explore how social issues are companies and help create long-term value on your behalf. challenging our portfolio companies and have identified Human As always, I hope you find this report insightful and welcome Capital Management as a thematic priority for 2019. We look your thoughts. forward to sharing our insights with you in the coming years. R-Factor™ and ESG Integration Sincerely, From a process perspective, I have prioritized integrating Rick Lacaille ESG across all strategies as a medium-term goal for all our investment teams. Our focus has been on incorporating financially material ESG data into the investment process. Therefore, in 2018, we invested resources into building an ESG State Street Global Advisors 4 Table of Contents Annual Stewardship Report 2018–19 5 2018–19 in Review 6 8 Vote Breakdown 12 Engagement Breakdown 15 Introducing R-Factor™ Proxy Voting and Engagement 18 20 Program Design and Objectives 24 Company Engagement 27 Proxy Voting Core Campaign Focus 32 34 Fearless Girl Campaign 40 Climate Risk and Reporting Sector and Thematic Focus 44 46 Sector Focus 48 Retail (Food/Apparel/Distribution) 51 Pharmaceuticals 54 Materials 56 Thematic Focus 58 Compliance with Corporate Governance Principles in the US, UK, Australia and Europe 62 Pay Strategies 65 Sustainability and Long-Term Strategy 68 Looking Ahead: Sector and Thematic Focus in 2019 Our Collaborative Initiatives 70 76 Regulatory Initiatives and Public Speaking Impact of Stewardship 80 82 Impact of Voting 84 Impact of Engagement Stewardship in Practice 88 104 Appendix State Street Global Advisors 6 2018–19 in Review Annual Stewardship Report 2018–19 7 In 2018, we voted over 17,400 meetings and engaged with 1,533 companies. Our engagement activities encompassed companies representing more than 70% of our 2018 AUM in equity. As of June 30, 2019, we voted over 12,600 meetings and have held more than 1,400 engagements. In this section, we provide highlighted insights from our voting and engagement activities, as well as core campaign, sector and thematic takeaways. We also invested resources in developing R-Factor™, an ESG scoring system designed to build more sustainable capital markets. R-Factor™ measures the performance of a company’s business operations and governance as it relates to financially material ESG issues facing the company’s industry. It is being integrated into our engagement and voting activities and is a powerful new tool in guiding our approach to financially material ESG risks and opportunities facing our portfolio companies. 2018–19 in Review State Street Global Advisors 8 Vote Breakdown 2018–19 in Review Annual Stewardship Report 2018–19 9 Figure 1 2018 Voting by Region North America 29% Rest of the World 40% Japan 13% Australia & New Zealand 2% United Europe (ex. UK) Kingdom 12% 4% Source: State Street Global Advisors Voting Statistics 2018 Number of Meetings Voted Number of Countries 17,478 84 Management Proposals Shareholder Proposals 154,087 3,430 Votes For With Management 85.5% 89.0% Votes Against Against Management 14.5% 11.0% A comprehensive summary of all votes we undertook in 2018 is publicly available on our website. Please see the 2018 Vote Summary Report for details. 2018–19 in Review State Street Global Advisors 10 Figure 2 Votes on Management Resolutions by Category Anti-takeover-Related Proposals Bondholder-Related Proposals Reorganization- and Merger-Related Proposals Compensation-Related Proposals Capitalization-Related Proposals Directors-Related Proposals Routine Business Proposals 0 20 40 60 80 100 Percent Votes For Votes against/abstains and withholds Source: State Street Global Advisors Voting Statistics 2018 Figure 3 Votes on Shareholder Proposals by Category Compensation-Related Proposals Other Miscellaneous Proposals Governance Related Propsals Environmental and Social- Related Proposals Routine Business Proposals Directors-Related Proposals 0 20 40 60 80 100 Percent With Management Against Management Source: State Street Global Advisors Voting Statistics 2018 2018–19 in Review Annual Stewardship Report 2018–19 11 Figure 4 1H 2019 Voting by Region North America Rest of the World 35% 32% Australia & New Zealand 1% United Japan Kingdom 16% 4% Europe (ex. UK) 12% Source: State Street Global Advisors Voting Statistics Number of Meetings Voted Number of Countries 12,652 72 Management Proposals Shareholder Proposals 125,962 2,596 Votes For With Management 86.3% 88.7% Votes Against Against Management 13.7% 11.3% 2018–19 in Review State Street Global Advisors 12 Engagement Breakdown 2018–19 in Review Annual Stewardship Report 2018–19 13 Figure 5 North America 2018 Comprehensive 65% Engagements by Region Rest of the World 3% Japan 5% Europe (ex. UK) Australia & 13% New Zealand United Kingdom 6% 8% Source: State Street Global Advisors Engagement Database 2018 Comprehensive Engagements Engagements Statistics 686 We engaged with 1,533 companies during 2018, of which 686 were comprehensive engagements conducted in-person or via conference calls and 847 were through letter-writing 2018 Engagements Through Letter Writing campaigns. 600 (90%) of our comprehensive engagements were 847 with unique companies. We identify target companies for engagement through multiple methods, including proprietary environment, social, and governance (ESG) screens and sector Portion of Equity AUM Engaged (%) and thematic priorities identified in our annual stewardship objectives.
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