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Shareholder Proposals: a Catalyst for Climate Change-Related Disclosure, Analysis, and Action?

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Shareholder Proposals: a Catalyst for Climate Change-Related Disclosure, Analysis, and Action? Shareholder Proposals: A Catalyst for Climate Change-Related Disclosure, Analysis, and Action? Elise N. Rindfleisch' TABLE OF CONTENTS I. Introduction ................................................................................................ 46 II. Climate Change-Related Risks and Opportunities for Corporations ...... 49 A. Physical Risks ................................................................................ 49 B. Regulatory Risks ........................................................................... 51 C. Litigation Risks .............................................................................. 53 D. Competitive Risks .......................................................................... 54 E. Reputational Risks ......................................................................... 55 F. Competitive Opportunities ............................................................ 55 G. Reputational Opportunities .......................................................... 56 H. Financial Opportunities ................................................................ 56 III. The Shareholder Proposal Process .......................................................... 57 A. Rule 14a-8 of the Securities Exchange Act of 1934 ..................... 57 B. Effects of Shareholder Proposals .................................................. 61 IV. Case Studies - Shareholder Proposals Filed with Oil and Gas Companies .......................................................................................... 62 A. Anadarko Petroleum Corporation .................................................. 62 B. ConocoPhillips Company .............................................................. 65 C. ExxonMobil Corporation .............................................................. 67 V. Analysis .................................................................................................... 70 A. Impact of Shareholder Proposals .................................................. 70 1. Anadarko Petroleum Corporation ........................................... 70 2. ConocoPhillips Company ...................................................... 72 3. ExxonMobil Corporation ........................................................ 73 B. Critique of Responses to Shareholder Proposals .......................... 75 VI. Conclusion .............................................................................................. 78 t J.D./M.E.M. Candidate, Vermont Law School, Yale School of Forestry and Environmental Studies, 2009; B.A., Oberlin College, 2004, with High Honors in Environmental Studies. The author would like to thank Professor Mark Latham, Devorah Ancel, and Matthew Paeffgen for their invaluable comments and advice. Berkeley Business Law Journal Vol. 5.1, 2008 Shareholder Proposals: A Catalyst for Climate Change-Related Disclosure, Analysis, and Action? "Risk of climate change is real. It's here. It's affecting our business today." - John Coomber, CEO, Swiss Re' I. INTRODUCTION Environmental catastrophe is the fashion of the day. The ominous lists- generated by mass media, politicians, and scientist alike-seem never-ending: melting polar ice caps, rising sea levels, proliferation of disease vectors, amplified tropical storms and hurricanes, exacerbated droughts, coral reef 2 bleaching, biodiversity loss . If given one guess as to the alleged cause of these effects, "climate change" would likely roll off one's tongue. International attention to climate change has risen along with global temperatures. "Climate change" and "global warming" top the chart of political buzzwords based on their frequency of use in global print and electronic media, in proprietary 3 databases, and on the internet. A preponderance of scientific evidence shows that global temperatures are rising due to an increase in anthropogenic greenhouse gas concentrations. 4 The global consequences of climate change are not theoretical, but real and quantifiable. 5 According to climatologists at the National Aeronautics and Space Administration's (NASA) Goddard Institute for Space Studies, 2005 was the warmest year in over a century. 6 Furthermore, their research indicates that 1. Adam Aston et al., The Race Against Climate Change: How Top Companies Are Reducing Emissions of CO 2 and Other Greenhouse Gases, BUsINESSWEEK, Dec. 12, 2005, available at http://www.businessweek.com/magazine/content/0550/b3963401 .htm. 2. The Pew Center on Global Climate Change & the Pew Center on the States, Climate Change 101: The Science and Impacts, availableat http://www.pewclimate.org/docUploads/I 101 %SFScience% 5Flmpacts%2Epdf 3. According to the Global Language Monitor, a media tracking and analysis organization, "global warming" ranks number I and "climate change disaster" ranks number twelve on its October 7, 2006 list of most used buzzwords. The Global Language Monitor devised this list using a proprietary algorithm, the Predictive Quantities Indicator (PQI), which tracks the frequency of words and phrases in the global print and electronic media, on the internet, throughout blogs, and in proprietary databases. The Global Language Monitor, Top Political Buzzwords Index Belies inside the Beltway Chatter, Oct. 13, 2006, http://www.languagemonitor.com/wst-page I2.html. 4. Intergovemmental Panel on Climate Change, Working Group II Contribution to the Intergovemmental Panel on Climate Change Fourth Assessment Report, Climate Change 2007: Climate Change Impacts, Adaptation and Vulnerability-Summary for Policymakers, available at http://www.ipcc.ch/SPM6avr07.pdf. 5. Kelly Levin & Jonathan Pershing, World Resources Institute, Climate Science 2005: Major New Discoveries, WRI Issue Brief (2006), availableat http://pdf.wri.org/climatescience 2005.pdf. 6. Rob Gutro, 2005 Warmest Year in Over a Century, National Aeronautics and Space Shareholder Proposals the five wannest years of the last century-which includes 2006-occurred in the last decade.7 If this warming trend continues as forecasted, average global temperatures could rise three to ten degrees Fahrenheit by the 8 end of the century. The vast array of climate change's predicted consequences, 9 and the societal reactions which follow in its wake, will cause drastic economic effects. Specifically, climate change will have the most drastic impact on the global economy than any other environmental risk.10 No entity is likely to feel these economic effects more than corporations and, particularly, the shareholders of publicly-held corporations. Climate change presents both risks and opportunities for such corporations." Climate change presents physical risks, regulatory risks, litigation risks, competitive risks, and reputational risks. Conversely, climate change accountability bestows competitive opportunities, financial opportunities, and reputational opportunities. Businesses can no longer afford to ignore climate change, for these risk and opportunities directly impact their business and, in turn, their shareholders' investment. A fair number of corporations, notably General Electric (GE) and BP (formerly British Petroleum), are acting proactively to mitigate these risks and take advantage of the opportunities climate change presents for their businesses. GE's "Ecomagination" campaign, launched in May 2005, centers on reducing carbon emissions, as well as providing eco-friendly devices to other companies, and has raised the company's profit margins. 12 BP, the first major energy company to take action against climate change, reaps financial and reputational rewards as it works to reduce internal carbon dioxide Administration (Jan. 24, 2006), available at http://www.nasa.gov/vision/earth/environment/2005- warmest.html. 7. Leslie McCarthy, 2006 Was Earth's Fifth Warmest Year, National Aeronautics and Space Administration (Feb. 8, 2007), available at http://www.nasa.gov/vision/earth/environment/2006- warm.html. 8. DOUGLAS G. COGAN, CERES, CORPORATE GOVERNANCE AND CLIMATE CHANGE: MAKING THE CONNECTION, SUMMARY REPORT I I (Mar. 2006), available at http://www.ceres.org/pub/docs/Ceres- corp_govand_climatechangecsrO306.pdf [hereinafter COGAN 1]. 9. Through their broad review of peer-reviewed scientific and technical articles in 2005, the World Resources Institute (WRI) concluded that the consequences of climate change-which generally impact the physical climate, the hydrological cycle, and ecosystems-present an issue of "enormous urgency." WRI was unable to find a single peer-reviewed article denying the consequences of climate change. Levin & Pershing, supra note 5. 10. FRED WELLINGTON ET AL., CERES & WORLD RESOURCES INSTITUTE, QUESTIONS AND ANSWERS FOR INVESTORS ON CLIMATE RISK (Dec. 2004), available at http://www.ceres.org/pub/docs/Ceres-qanda-lnvestors onClimateRisk_1204.pdf. II. David E. Nash & John J. Fahsbender, Palm Trees on Lake Erie?: Managing Climate Change Risks and Opportunities for Clients, CLEV. B. J. 6 (Oct. 2006). 12. GE is working to reduce carbon emissions by one percent over the next seven years, which would otherwise have risen 40 percent. GE also plans to double revenues from green products from $10 billion in 2004 to $20 billion by 2010, as well as double annual spending on "green"-related research to $1.5 billion by 2010. Daniel Fisher, GE Turns Green, FORBES, Aug. 15, 2005, available at http://www.ge.com/files/usa/company/investor/downloads/getums-green.pdf Berkeley Business Law Journal Vol. 5.1, 2008 emissions (a greenhouse gas linked to global climate change) and invests in lower carbon and alternative
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