The Shareholder Rights Group is a group of leading proponents of shareholder proposals that have come together in defense of shareholder proposals under rule 14a-8. After the SEC issued its November 5, 2019 proposed changes to the rule, we examined how the proposed changes would have affected recent proposals and engagements at companies with high profile corporate responsibility challenges: Boeing, Wells Fargo and Chevron.

The currently pending SEC proposals to regulate proxy advisory firms and to limit shareholder proposals together represent the biggest attack on shareholder rights by the SEC since it was created in 1934.

For decades, the shareholder proposal process has served as a cost-effective way for corporate management and boards to gain a better understanding of shareholder concerns, particularly those of longer-term shareholders concerned about the sustainability of the companies they own.

The general public has grown steadily more aware of how corporations affect people and the planet. More companies now offer “green” products and services, make their supply chains more transparent, and have sustainability departments, but there is an acute need for still greater corporate oversight.

The global investor initiative Climate Action 100+ involves more than 440 investors with a combined $39 trillion in assets under management. Investors engage with the 100 largest corporate greenhouse gas (GHG) emitters, as well as with 60 other influential companies positioned to drive the low-carbon transition. The initiative’s focus companies are collectively responsible for more than two-thirds of global GHG emissions and through engagement investors already have achieved emissions reductions commitments from numerous companies, including BHP Billiton, Daimler, Duke Energy, Heidelberg Cement, Nestle and VW.

As the window of opportunity to prevent catastrophic climate change narrows, natural gas has been lauded by many in the power sector as a “bridge” from high-carbon coal to a low-carbon future. Indeed, gas has been an important step on the path of reducing greenhouse gas emissions and helping to move the power sector away from coal. However, natural gas is still a fossil fuel that generates considerable climate impacts, both through methane leakage across the supply chain from production to use, as well as direct combustion emissions. To achieve a safe level of climate stabilization and to protect investor portfolio exposure from global climate risks, the bridge of natural gas and its associated emissions must have a clear end.

As climate-related harm accelerates, economy-wide losses are increasing and posing growing risk not only to the individual companies in which shareholders invest but, significantly, to their entire portfolios. A 2018 analysis in Nature found that limiting global warming at 1.5°C versus 2°C will save $20 trillion globally by 2100. Failure to maintain warming below 2°C will cost the economy vastly more.

Over the past several years, investors have increasingly focused on clean energy as a way for companies to mitigate climate risk and take advantage of opportunities as we transition to a low-carbon economy. In the absence of strong legislative action, corporate commitments are crucial in reaching the levels of decarbonization necessary to keep warming under 1.5°C .

When Green Century first engaged Verizon Communications, the company sourced 2 percent of its energy from renewable sources—and had a goal to increase that amount to 4 percent by 2025.

The beverage container touches many industries, upstream and downstream, and presents logistical and environmental challenges at each step. ClearBridge takes a life cycle approach to the beverage container’s challenges, finding that there are several entry points for action that can reduce environmental impact.

An estimated eight million tons of plastics are swept into oceans annually. Plastic beverage containers are among the most common items found in beach cleanups. In 2008, Starbucks pledged that, by 2015, it would serve 25 percent of beverages in reusable containers like ceramic mugs. Ten years later, the company had little to show for its efforts, with less than 2 percent of beverages served in reusable cups.

Materiality of chemicals in products is well established in the Sustainable Accounting Standard Board’s (SASB) standards for Consumer Goods, Health Care, and Technology & Communications. These standards reflect rising demand from consumers and institutional purchasers for safer products and growing evidence of the harmful effects of toxic chemicals, including a peer-reviewed study showing that toxic chemicals cost the world 10 percent of annual global gross domestic product, $11 trillion a year in disease burdens. Yet companies in these sectors have been slow to assess and reduce the chemical footprint of their products.

Food manufacturers have a critical role to play in sustainable food systems. As major purchasers of commodity crops, these companies wield immense power to shift the way food is grown. Some, such as Kellogg and General Mills, are starting to use that power to drive positive change after persistent shareholder pressure.

The Sustainability Accounting Standards Board (SASB) was formed in 2011 to formulate social and environmental disclosure standards in line with definitions of financial materiality under U.S. securities laws. Financial materiality is a critical feature from the standpoint of mainstream investors, as many of them construe their fiduciary responsibilities to mean that any engagement or voting effort directed toward ESG issues must have monetary benefits for their customers.

Boeing is one of the biggest corporate spenders on federal lobbying, spending over $166 million since 2010, and Boeing’s reputation and financial health remain at serious risk in the wake of two fatal crashes of its 737 MAX.

As the 2020 proxy season unfolds, this is the moment to assess the real impact of corporate political spending, the heightened risk companies and our society face, and what more needs to be done to address it.

Under a provision of the 2010 Dodd-Frank financial reform bill, companies must disclose the ratio of the pay between the CEO and the company’s median employee. While shareholders had insight into executive compensation under prior rules, this is the first insight into median employee pay. It should not be skimmed as another number amongst so many in a proxy statement but considered for the insight it may offer into decent work.

In December 2019, Starbucks became the second U.S. company to disclose the full story of gender and racial pay equity. The retailer disclosed both its “equal pay” gap and its “median pay” gap for women and minority workers. The headline here is that there was no gap on either basis in the United States—a rarity among companies. In fact, Starbucks’ median pay results stand in sharp contrast to the 20 percent gender pay gap for the U.S. workforce and the 30 percent gap for the retail industry.

In the finance industry, there is a mind-boggling 32 percent gap between women represented in entry level roles and women in the executive suite; women make up 56 percent of entry level positions and 24 percent of executives. Finance is not an anomaly. In transportation, logistics, and infrastructure, the gap is 43 percent, healthcare’s gap is 40 percent, and consumer packaged goods’ gap is 35 percent. There is no industry without a significant valley. We know that these valleys also exist around race, ethnicity, sexual orientation, and other immutable characteristics. We are still lacking sufficient public data to understand just how pervasive or extensive these gaps are.

Evidence continues to mount that ethnic, racial, and gender diversity at the highest levels of leadership is enormously important to a well-functioning organization. The gains made by corporations to diversify both their boards and senior executive ranks are noteworthy and investor engagement has played a valuable role in these advances.

In July 2019, Investors for Opioid Accountability, which has been at the forefront of the fight against the opioid crisis, broadened its focus to encompass companies with insulin and generic legal risks and those under scrutiny for anticompetitive practices. Now known as Investors for Opioid and Pharmaceutical Accountability (IOPA), this diverse global coalition of 60 public, faith-based, labor, and sustainability funds, as well as asset managers, represents investors with more than $4.4 trillion in assets under management.

Reproductive health is a business issue—this is the message that a new campaign wants companies and investors to know and to act upon. The effort is led by Rhia Ventures, a San Francisco-based venture firm specializing in contraceptive and maternal health investments.

Accountability for corporate supply chain impacts is now before the courts as Tesla and five other companies face a class action lawsuit filed on behalf of 14 children and parents from the Democratic Republic of Congo (DRC) for allegedly “aiding and abetting in the death and serious injury of children who claim they were working in cobalt mines in their supply chain.” This risk faces all companies in the automotive industry, which relies on complex, extended supply chains to source the wide range of raw materials that go into the 30,000 different parts in a vehicle. Despite the prevalence and severity of risks like forced labor and hazardous working conditions, many companies in the sector fail to conduct effective human rights due diligence, with gaps in policy implementation, impact assessments, and disclosure.

At the turn of this century, the United States saw increased use of private prisons because of more incarceration, aging local prisons, and a belief that contracting private prisons was cheaper. Cities, counties, and states began to contract with the private sector to handle their inmates. At the same time, the industry began consolidating, and CoreCivic (formerly Corrections Corporation of America) and GEO Group dominated the field. The faith community, with a long history of prison chaplaincy, was concerned with what they saw in these facilities. Reports included untrained and limited staff, problems with health care and food, inability to meet families, and an increase in violence. Faith-based organizations such as Wespath and the Presbyterian Church (USA) began to exclude private prisons from their investments.

There has been an explosion of child sexual abuse material (CSAM) online and it is likely going to get much worse–unless tech companies take more aggressive action. What was once the province of individual child predators taking photos for their own use has–through the proliferation of smart phones, social networks, and data storage–increased exponentially with the growth of the internet and children going online. (One third of Internet users are children and 800 million kids now are on social media.)

New York City Comptroller Scott M. Stringer, on behalf of the New York City Retirement Systems, submitted shareholder proposals to approximately 17 S&P 500 companies for the Spring 2020 proxy season calling on their boards of directors to adopt a policy for improving board and top management diversity. The policy would require that the initial list of candidates from which new management-supported director nominees and chief executive officers (CEOs) are recruited (if from outside the company) should include qualified female and racially/ethnically diverse candidates. The policy should provide that any third-party consultant asked to furnish a list will be requested to include such candidates.

Through its ubiquitous platforms and services, Alphabet/Google has become an influential global force that has democratized information collection and sharing, connected and empowered communities, and transformed media and entertainment. While its technologies have tremendous power and potential to benefit society, without proper oversight these same technologies and the ways that companies deploy them can cause specific human rights impacts and unintended, widespread harm.

In a 1970 New York Times Magazine article, economist Milton Friedman said corporations exist solely to serve their shareholders and must maximize shareholder financial returns to the exclusion of all else. Moreover, he maintained, companies that did adopt "responsible" attitudes would be faced with more binding constraints than companies that did not, rendering them less competitive. This has been the dominant interpretation of capitalism for nearly 50 years.

The power of proxy voting to transform corporate behavior is real. Through the height of the 2019 proxy voting season, shareholders had the opportunity—and responsibility—to vote on 177 shareholder resolutions addressing environmental and social issues and sustainable governance. Boston Trust Walden takes this fiduciary responsibility seriously, striving to vote on all company and shareholder proposals presented in proxy statements. Our multi-year initiative to hold asset managers we invest in accountable for thoughtfully incorporating long-term ESG considerations in their proxy voting practices remains an engagement priority.