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Shareholders Forced to Consider Social Good: Environmental and social issues pick up steam this proxy season.

A review of this year's proxy season shows a continued upward trend in the volume of proposals on environmental and social (E&S) issues.

In total, shareholders voted on more than 200 proposals on these issues, which represent 43% of all voted proposals, based on our recent research at The Conference Board. Overall, average shareholder support for E&S proposals remained modest, at 21% of "for" votes Tas a percent of votes cast).

However, the 2017 proxy season saw a surge in support levels across a few key issues, resulting in six successful E&S proposals this year.

Directors should monitor developments in each of the main E&S issues that stood out this year:

* Climate risk reporting: This year, shareholders voted on 18 proposals requesting companies to disclose the business risks of climate change. Among E&S proposals, this issue generated the highest levels of support this year. In fact, support levels reached a historic high of almost 40% of "for"votes--up from less than 17% just two years ago. The surge in shareholder support resulted in three successful proposals this year, submitted to Exxon, Occidental Petroleum and PPL.

In large part, the surge in support results from a shift in the voting policies of traditionally passive investors. Some of the largest passive investors, including BlackRock and Vanguard, are now looking at climate change as a major investment risk and have begun exerting pressure on companies to disclose and manage their climate-related risks. This pressure has already started to pack a punch: over a quarter of S&P 500 companies now disclose climate change risks in their annual reports, up from only 5% just three years ago. As evidenced by the historically high levels of support for proposals on climate change risk disclosure, directors can expect continued shareholder engagement on this issue.

* Board and workforce diversity: Shareholders voted on 14 proposals about diversity issues this year, almost triple the volume compared to last year. More than half of these proposals--a total of eight--requested that companies report on efforts to ensure board diversity. Support levels for these eight proposals reached an average of 27% of "for" votes, and resulted in two successful proposals, submitted to Cognex Corporation and Hudson Pacific Properties.

While the Securities & Exchange Commission (SEC) introduced a board diversity disclosure requirement in 2009, the rule does little more than require companies to disclose how they consider board diversity. Critics point out that the current requirement, which steers clear of defining diversity, does not offer investors sufficient and meaningful information on board diversity.

The SEC, however, is working on a proposal to revise the existing diversity disclosure. Revised disclosure requirements on board diversity may help shine more light on significant diversity imbalances on company boards. With respect to gender diversity, for example, women occupied less than 18% of Fortune 1000 corporate board seats in 2015. And while the needle has moved, the current level of female representation clocks in at only a few percentage points higher than it was in 2011.

* Sustainability reporting: Shareholder proposals requesting companies publish a sustainability report continued to gain traction. These proposals call for companies to publish annual reports disclosing their various shortterm and long-term efforts related to environmental, social and governance issues. This year, shareholders voted on 10 proposals on this topic and support reached an all-time high of nearly 32% of "for "votes. A proposal submitted to Pioneer Natural Resources passed with majority support.

* Gender pay gap: A shareholder proposal on the topic of gender pay gap was first put on the proxy ballot of a U.S. company in 2015. Since then, this topic has become one of the most frequently voted E&S issues of the proxy season. This year, 13 shareholder proposals came to a vote that called for companies to prepare gender pay gap reports. While these proposals are now more prevalent, their support levels remain relatively low as they averaged only 12% of "for "votes.

Thomas Singer is Principal Researcher for The Conference Board.
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Author:Singer, Thomas
Publication:Directors & Boards
Date:Dec 22, 2017
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