How Asset Manager Voting Shaped Corporate Climate Action in 2019

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How Asset Manager Voting Shaped Corporate Climate Action in 2019 CLIMATE IN THE BOARDROOM: HOW ASSET MANAGER VOTING SHAPED CORPORATE CLIMATE ACTION IN 2019 This report was made possible by the generous support of the Nathan Cummings Foundation, Partners for a New Economy, the Silberstein Foundation, and the Sunrise Project. This report was made possible by the generous support of the Nathan Cummings Foundation, Partners for a New Economy, the Silberstein Foundation, and the Sunrise Project. The information in this report has been prepared from sources and data the authors believe to be reliable, but we assume no liability for and make no guarantee as to its adequacy, accuracy, timeliness, or complete- ness. The information in this report is not designed to be investment advice regarding any security, company, industry, or fund, and should not be relied upon to make investment decisions. No information herein is intended as an offer, or solicitation of an offer, to sell or buy, or as a sponsorship of any company, security, fund, or product. Opinions expressed and facts stated herein are subject to change without notice. This study uses data obtained under license from Morningstar © on September 6, 2019. © 2019 Morningstar, All Rights Reserved. The data obtained under license: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Climate in the Boardroom 2 Table of Contents I. Executive Summary . 4 II. Introduction: Energy and Utility Companies are Not on Track to Achieve the Goals of the 2015 Paris Climate Agreement . 6 Shareholder Voting is the Key to Achieving Climate-Competent Boards of Directors and Aligning Executive Incentives to Climate Targets . 8 Largest Shareholders Bear Greatest Responsibility to Push for Corporate Climate Action. 9 Note on Data and Methods . 10 III. Asset Managers Voting with Corporate Management on Director and Say-on-Pay Votes. 12 BlackRock and Vanguard Voted in Favor of the Management-Backed Directors in Climate-Critical Industries More Often Than They Did Overall . 13 Progress in 2019: Asset Managers Taking Action on Director and Management Accountability . 14 Case Study: Vote against Board Members at ExxonMobil . 14 IV. Performance of Asset Managers on Key Climate Shareholder Resolutions in 2019 . 16 Resolutions Directly Related to Climate Risks . 18 Resolutions on Policy Influence at Fossil Fuel Intensive and Climate-Critical Companies . 19 Resolutions on Governance Reforms at Fossil Fuel Intensive and Climate-Critical Companies . 20 Asset Manager Votes on U.S. Resolutions Backed by the Climate Action 100+ . 21 V. Key Climate-Related Shareholder Resolutions Would Have Passed with BlackRock and Vanguard Support . 23 Key Climate Risk Votes . 24 Key Lobbying and Political Spending Disclosure Votes . 25 Key Governance Votes . 26 VI. What Is Driving The Largest Asset Managers To Vote with Management? . 29 Structural Conflicts of Interest . 29 Greenwashing “Engagement” . 29 VII. Recommendations . 31 Asset Owners . 31 Policymakers . 31 Appendices . 33 Appendix A: List of Asset Managers from Investments and Pensions Europe . 33 Appendix B: S&P 500 Utilities and Oil and Gas Companies . 34 Appendix C: List of Climate-Critical Resolutions, 2019 . 36 Appendix D: Note on Estimating Voting Power of Asset Managers . 37 Climate in the Boardroom 3 I. Executive Summary In October of 2018, the United Nations Intergovernmen- ments and retirement savings for millions of people in tal Panel on Climate Change (IPCC) established that the the U.S. and abroad, they are responsible for serving as global economy must nearly halve carbon emissions stewards for the interests of long-term investors of all over the next decade and reach net-zero emissions sizes. This report measures how these asset managers by 2050 to have just a 50 percent chance of limiting voted on director elections and advisory votes on top warming to 1.5°C. Failure to do so would exacerbate our executive compensation (also known as “say on pay” global climate crisis, decimating ecosystems, under- votes) at large-capitalization U.S. energy and utility mining social and political systems, and creating large, companies, as well as their performance on critical negative, and undiversifiable risks to investor portfolios climate-related shareholder proposals at these and worldwide. Unfortunately, the largest companies in other companies in the S&P 500. the fossil fuel intensive U.S. energy and utility sectors remain far behind in transforming their businesses to The key findings of this review include: our net-zero carbon future. • BlackRock and Vanguard voted for 99% of U.S. The shareholders that own these companies are in a energy and utility company-proposed directors and position to ensure that corporate directors are setting 100% of their say on pay proposals. BlackRock and clear emissions targets aligned with the goals of the Vanguard not only voted with management more Paris Agreement and disclosing their plans to achieve often than most of their asset manager peers; they them, that executive compensation plans are aligned were also more likely to support management at to those targets, and that company management does these fossil fuel intensive companies than they did not use shareholder resources to undermine responsi- across U.S. equities overall. ble climate policy in service of their short-term interests. Given both the urgency of the transformation required • BlackRock and Vanguard voted overwhelmingly and the influence provided by their holdings in these against the climate-critical resolutions reviewed in companies, leading investors worldwide are mobilizing this report, with BlackRock supporting just five of to hold the largest emitters accountable to the urgent the 41, and Vanguard only four. At least 16 of these need to decarbonize. Despite this, BlackRock and critical climate votes would have received majority Vanguard, the world’s largest asset managers, continue support of voting shareholders if these two largest to undermine global investor efforts to promote respon- asset managers had voted in favor of them. sible climate action at these critical companies. These included proposals that would have held ExxonMobil’s board accountable for failure to This report reviews the contributions, or lack thereof, of engage responsibly on climate change, and brought the world’s 25 largest asset managers to hold large U.S. much-needed transparency to the lobbying efforts energy and utility companies accountable to combat of Duke Energy, the largest, highest emitting, and climate change and the risks it poses to long-term highest coal-using electric utility in the United States. shareholders and other stakeholders. With increasing concentration in the investment industry, these 25 firms • BlackRock and Vanguard both voted against all collectively manage over $38 trillion and account for of the U.S. shareholder proposals backed by the over 51% of the assets managed by the 400 largest $34 trillion Climate Action 100+ investor coalition, asset managers worldwide. As managers of invest- undermining the largest global investor efforts for Climate in the Boardroom 4 accountability and transparency in the energy and resolving issues, voting on directors, executive com- automotive sectors. pensation, and shareholder resolutions is a far stronger tool for long-term shareholders to communicate the • In contrast, other large asset managers are choosing strength and urgency of their position when companies to set and enforce policies to hold corporate boards are not yet aligning their strategies to ambitious decar- accountable if climate-related concerns are not bonization goals. Falling support for these directors and adequately addressed. Legal & General Investment compensation arrangements – along with passage of Management, BNP Paribas Asset Management, these critical climate-related shareholder resolutions PIMCO, and Standard Life Aberdeen had the highest – would have sent an unmistakable signal to fossil fuel rate of voting against management proposed intensive companies that leading investors would no director candidates and say on pay proposals in the longer tolerate business-as-usual on climate change. oil and gas and utility industries. Legal & General, Instead, market leaders BlackRock and Vanguard BNP Paribas, and PIMCO also supported over 95% of chose to shield management from accountability, serv- the shareholder proposals analyzed in this study, as ing as a blockade for global investor action on climate. did DWS Group, voting in favor of improved emis- sions disclosures and reduction plans, transparency This report recommends that asset owners closely regarding corporate political influence activity, and examine the engagement and proxy voting activities of governance reforms to improve accountability to the asset managers they engage, call the asset manag- long-term shareholders. ers they hire to account for inadequate voting policies and practices, and consider those activities when In response to growing criticism of their voting behavior, evaluating and selecting asset managers. In addition, BlackRock and Vanguard have recently emphasized this report recommends that policymakers consider the increasing number of engagements they are having reforms to ensure transparency, regulate conflicts of with portfolio companies.
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