Investor Coalition Fights Opioids Crisis

By LAURA E. WEISS, CQ

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It began as a suggestion from a county health official to leaders of a group of nuns’ money management program. They were addressing climate change, modern-day slavery and immigration — why not the opioid epidemic?

A year and a half later, the mammoth coalition of investors born from that idea wields $2.2 trillion of influence, urging the largest U.S. drug companies to take accountability for playing a role in the opioid crisis. The group, Investors for Opioid Accountability, has cut deals with companies in the business of making or distributing opioid painkillers to review how they oversee sales of the highly addictive drugs and make other corporate governance changes aimed at improving supervision of opioid sales.

“No one is untouched by the opioid crisis in the country — or even globally now as it’s beginning to turn out — but we lead with the investor lens because that is our responsibility and our duty to give an investor voice to it,” says IOA co-leader Meredith Miller. She says the coalition”s 46 members — including state treasurers, public pension funds, faith-based investors and union benefit funds — are hearing from their ministries, citizens or union members about the crisis.

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IOA’s shareholder proposals include requests for reports on board oversight of risks related to opioid sales, mechanisms for recouping executive pay in the case of misconduct, disclosure of lobbying spending, independent board leadership and other adjustments to oversight mechanisms and how the CEO and other top leaders are paid.

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IOA has claimed several victories so far. The coalition’s opioid risk report proposal won support from 62 percent of investors in Assertio Therapeutics Inc., which makes opioid painkiller Nucynta. The same proposal neared majority approval at AmerisourceBergen Corp., one of the “big three” U.S. drug wholesalers. IOA says it has a commitment from another large distributor, Cardinal Health Inc., to publish risk reports, recoup executive pay in cases of misconduct and split the roles of CEO and board chair. McKesson, the country’s sixth-largest company, and several manufacturers have also agreed to changes including reviews of how directors oversee opioid sales, avoiding votes on IOA’s proposals.

Read full article from CQ

Gender Pay Equity on the Agenda

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Natasha Lamb
Managing Partner
Arjuna Capital

There are gender pay gaps … and then there are median gender pay gaps. Understanding the difference between the two may determine just how much progress women make in terms of fairer compensation in the next decade.

So first, the definitions:

“Equal pay” gap: What women are paid versus their direct male peers, statistically adjusted for factors such as job, seniority, and geography. Often referred to in the context of “equal pay for equal work.”

“Median pay” gap:  The median pay of women working full time versus men working full time. This is an unadjusted raw measure used by the Organization for Economic Cooperation and Development (OECD).  Women in the US, for example, make 80 cents on the dollar versus men on this basis.

Equal pay gaps measure whether women are being paid commensurate with their peers for the work they are doing today. But median pay gaps measure whether or not women are holding as many high-paying jobs as men. Narrowing the median pay gap means putting more women in leadership (and reaping the performance benefits that diversity affords). And that’s where investors come in. Concerned shareholders in major US financial and tech companies want to make sure the pay gap difference is understood—and acted upon.

Consider the case of Citigroup. While it is true that women at Citi are paid 99% of what men are paid on an equal-pay basis when adjusting for job function, level, and geography, the median pay gap at the financial giant paints a very different picture: Women at Citigroup earn just 71% of what the men earn.

What accounts for the difference? Women are dramatically underrepresented in high-paying positions at Citigroup—and nearly all other major corporations. So, when more US companies begin disclosing their median pay gaps, the numbers are going to be shocking. In fact, Citi’s 29% median pay gap could very well end up being at the lower end for large US financial and tech companies.

This kind of disclosure is not going to happen on its own. But investors are intent on making headway, and establishing benchmarks from which to measure company progress. Between 2016 and 2018, shareholder proposals and concurrent dialogues led by my firm, Arjuna Capital, persuaded 22 companies, including Citi, JPMorgan, Wells Fargo, Bank of America, Bank of New York Mellon, Amex, Mastercard, Reinsurance Group, and Progressive Insurance to publish their gender pay gaps on an equal-pay basis.

Tech giants like Apple, Amazon, Microsoft, Google, and Facebook have been compelled to do the same. And commitments from leading companies often have a domino effect through an industry, putting pressure on more companies to act. The adjusted equal pay gap picture is, in many ways, the easy part of the gender equity story to tell.  But it is only half the story.  Now, shareholders like us want companies to follow Citigroup’s lead and disclose their median gender pay gaps.

Today, Arjuna Capital is announcing an important new phase of our work: a median pay gap shareholder resolution engaging a dozen major US companies across the banking, tech, and retail sectors, including: Adobe, Amazon, Intel, Facebook, Alphabet/Google, Bank of New York Mellon, Bank of America, Wells Fargo, AmEx, JPMorgan Chase, and Mastercard.

The 12th company we targeted with the shareholder proposal—Citigroup—opted to respond almost immediately, disclosing its median pay gap data through a blog, and pledging to narrow this wider gap. On Jan. 16, 2019, Citi became the first US company to reveal its global median pay gap.

The result was a bit of rough sledding for Citi. National and financial news outlets zeroed in on the shock factor in the data. Headlines read: “Citigroup Admits It Pays Women 29% Less Than Men;” and “Citgroup’s business is money, but not a lot of it goes to its female employees.” Others got it right with headlines focusing on the significance of Citi’s groundbreaking decision to release median figures: “Citigroup is revealing pay day data most companies won’t share” and, perhaps most bluntly, “Citigroup Bravely Announces It Pays Women Like S—t.”

Citi had the courage to break the mold and disclose median pay numbers, and that bravery will pay off in the long run, not only for the company but for its investors, by improving gender diversity throughout the company. A recent study cited in the Harvard Business Review found that wage transparency, in countries that mandate it, not only narrowed the wage gap but increased the number of women hired and promoted into leadership positions.

Citi also made it clear that it is taking the proactive steps needed to fix the median gender pay gap. Its goal is to increase representation at the assistant vice president through managing director levels, to at least 40% for women globally and 8% for black employees in the US by the end of 2021. (Yes, there is a minority pay gap and a minority median pay gap problem, too.)

Multinational companies, including Citi, that operate in the United Kingdom are now under regulatory mandate to disclose median gender pay gaps. In 2018, peer Bank of America revealed a 41% gap for its UK operations. Citigroup reported a 36% median gap for the UK, but prior to January’s announcement, the company had not published median information for its global operations, including the US.

Revealing the whole story of the gender and racial pay gap is essential to create change. Indeed, what gets measured (and disclosed) gets managed. As it stands, the World Economic Forum estimates the gender pay gap costs the economy $1.2 trillion annually. The 20% median income gap for all women working full time in the United States is a disparity that can equal nearly half a million dollars over a career. And the income gaps for African-American and Latina women are at 60% and 55% respectively. At the current rate, women will not reach pay parity until 2059. This depressing statistic is not only bad for women, it’s bad for the economy, and it’s bad for the companies that can benefit now from women’s leadership and talent.

It remains to be seen how many of the 12 companies targeted by Arjuna Capital will agree to the shareholder resolution in 2019. Our pledge is to continue to work with the companies’ leadership to find common ground on our resolution, and to educate the media and public about the median pay gap. We will applaud all good faith efforts to publish median pay numbers because the most effective shareholder activism is not about shunning; it is about casting light on a problem, calling companies to task, and nudging them through the sometimes difficult process of disclosure and reform.

Citi learned that disclosing its median gender pay gap meant a little PR pain in the near term. But it also established itself as the leading US institution on pay equity, doing the honest and real work to address inequity for women and minorities. Concerned shareholders will continue to press other companies to follow suit, because, unfortunately, there remains glaring inequality in the US workplace. And it is high time to tell the whole story.

Shareholder Proposals are Key Risk Tool to Protect NY State Retirees

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Thomas P. DiNapoli, New York State Comptroller

I have a fiduciary duty to invest the fund’s assets prudently and for the exclusive benefit of the System’s more than one million state and local government employees, police officers and firefighters, retirees, and beneficiaries.… As an institutional investor that employs indexing strategies, the shareholder proposal process is an important risk mitigation tool for the Fund. Indexing strategies do not readily lend themselves to selling a company’s stock entirely as a means of mitigating investment risk. Instead, we encourage companies to address material environmental, social and governance (ESG) issues that could jeopardize long-term financial performance. Consistent with its investment philosophy, the Fund files shareholder proposals with public companies in its portfolio regarding ESG factors that can have a material impact on risk and return.

Note: The New York State Common Retirement Fund, with $207.4 billion in assets under management (as of March 31, 2018) is the third largest public pension fund in the United States.

Kroger agreed to protect tropical forests

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Kroger Co., the largest grocery chain in the U.S., agreed to develop and implement a no-deforestation policy after Green Century filed a shareholder resolution with the company, urging them to take action. After the announcement, they withdrew the shareholder resolution with the company.

According to the agreement, Kroger will implement a no-deforestation policy in its private label Our Brands products supply chain by 2020. It also will report on the progress it makes toward its goals through reliable third-party questionnaires.

As one of the largest retailers in the world with an extensive supply chain, Kroger’s new commitment is the kind of corporate buy-in needed to preserve the world’s forests

Faith Based Investors Elevate Wells Fargo's Boardroom Ethics

Sister Nora Nash and Father Tom McCaney meeting with Wells Fargo

Sister Nora Nash and Father Tom McCaney meeting with Wells Fargo

Wells Fargo, on its webpage states: “As part of its commitment to transparency, Wells Fargo agreed to develop the Business Standards Report following a shareholder proposal from a group of shareholders led by the  Interfaith Center on Corporate Responsibility. To create the report, Wells Fargo worked with more than 175 leaders and team members under the guidance of the Board of Directors and the company’s top-level Operating Committee.”

The Wells Fargo Business Standards Report was the result of several shareholder resolutions and meetings with the CEO and other Executives.  The company supported the proposal when it appeared on the proxy, with a commitment to continued engagement.

The investors, including the Sisters of St. Francis of Philadelphia,  continue to seek transparency and monitor performance in light of the company’s past violations of trust, ethics, human rights, and failures to respect employees and customers. The company continues to reckon with its commitment to bringing about change in its culture, risk management, customer services and corporate citizenship.


New York City Pension Funds Promote Boardroom Accountability

Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of New York City Comptroller Scott Stringer

Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of New York City Comptroller Scott Stringer

With an average retirement benefit of $38,000 per year, it is likely that many of our members only participate in the capital markets through their role as pension fund beneficiaries. Our members are true Main Street investors, as opposed to a group using that name that represents the interests of company managers. We are long-term share owners of approximately 10,000 public companies around the world, including more than 3,000 U.S. companies.

A particularly good example of market change from shareowner proposals relates to “proxy access” — that is, a mechanism to permit shareowners to include their nominees on the company proxy card for a minority of board seats under certain circumstances. In 2014, Comptroller Stringer and the NYC Funds launched the Boardroom Accountability Project, a campaign to implement proxy access on a company-by-company basis in the U.S. market using shareowner proposals.

Today, largely as a result of the Boardroom Accountability Project, approximately 540 U.S. companies, including 70 percent of S&P 500 companies, have enacted proxy access bylaws with terms similar to those in the vacated SEC rule, up from only six companies in 2014 when we launched the project. In July 2015, economic researchers at the SEC released a study that analyzed the public launch of the Boardroom Accountability Project and found a 0.5 percent increase in shareowner value at the first 75 firms that received proxy access shareowner proposals from the NYC Funds. The SEC staff’s findings were consistent with a 2014 CFA Institute study that found that proxy access on a market-wide basis has the potential to raise U.S. market capitalization by as much as 1 percent, or $140 billion.

Retail Investors Bring Big Improvements in Corporate Governance

James McRitchie

James McRitchie

Retail shareowners can improve the governance of companies throughout the economy, by filing proposals to improve governance — e.g. to ask that the CEO and chairman of the board roles go to two different people, that shareholders have rights to call special meetings, to require directors to receive support from a majority of shareholders and to require directors to run for election annually. Such proposals often receive substantial support from fellow shareholders, including  large institutional investors. In recent years their proposals at dozens of companies have focused on making it easier for shareholders to call special meetings of their companies. This is a right of shareholders to engage in rapid response, and not wait till the next scheduled shareholder meeting if things go awry — e.g. to  hold an interim meeting to elect a director to help implement a needed change, or to dismiss some members of the board of directors, or vote on important amendments to their bylaws.

According to Institutional Shareholder Services Inc. (ISS), “Since 2010, shareholders have voted on 183 proposals to adopt the right to call a special meeting, and 48 of these proposals received the support of majority of votes cast, with an average support rate of 43% of votes cast.” This trend is most pronounced among S&P 500 firms. ISS further notes: “In the S&P 500, a steadily increasing number of companies adopt the right to call a special meeting, potentially as a result of shareholder engagement and shareholder resolution filings. Since 2008, the percentage of S&P 500 firms giving shareholders the right to call a special meeting has increased from 41% to 67%.” A study of the occurrence of the right to call special meetings at companies  notes 84% of the firms that received at least one shareholder proposal asking for the right to call special meetings had granted their shareholders that right by the end of 2017.

In the 2019 proxy season the retail shareholders’ corporate governance proposals have seen strong support from investors:

  • 6 majority votes

  • 37 votes between 40% and 50%

  • 13 proposals adopted by companies without even going to a shareholder vote

  • 10 proposals adopted by companies in a process that included a shareholder vote

  • 12 proposals winning a 2018 majority vote that were adopted by the end of the 2019 proxy season.

JOHN CHEVEDDEN

JOHN CHEVEDDEN

Investors Persuade Midwest Utilities To Address Climate Change

Seventh Generation Interfaith Coalition for Responsible Investment

Seventh Generation Interfaith Coalition for Responsible Investment

Seventh Generation Interfaith (SGI) is a coalition of 40 faith-based and values-driven institutional investors located in the Mid-Western United States. Shareholder proposals have had a major impact on midwestern utility companies. Proposals submitted to the WEC Energy Group and CMS Energy Corporation asked  each to publish an assessment of the long term impacts on the company’s portfolio of public policies and technological advances consistent with limiting global warming to no more than two degrees Celsius over pre-industrial levels.   The proposals were withdrawn upon company commitments and subsequent publishing of scenario analyses, and leading to aggressive GHG reduction goals.  (See CMS Energy Climate Assessment ReportWEC Pathway to a Cleaner Energy Future).  Engagement with Xcel Energy preceded a groundbreaking announcement of the company’s commitment to zero-carbon electricity by 2050 and  publishing of their Carbon Report (Xcel Energy Building a Carbon-free Future). A proposal at MGE Energy, subsequently withdrawn, also led to their announced commitment to net-zero carbon electricity (Wisconsin State Journal, May 14, 2019). 

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Beverage Container Recycling Boosted By Shareholder Engagement

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As You Sow, an investor advocacy organization, began engaging bottled beverage companies 15 years ago to encourage them to improve their bottle/can recycling rates. After dialogue and the filing of proposals for several years, Coca-Cola agreed to recycle 50% of its PET, glass bottles, and aluminum cans by 2015; PepsiCo agreed to an industry recycling goal for 50% of PET, glass bottles and cans by 2018; and Nestle Waters NA agreed to an industry recycling goal of 60% of PET bottles by 2018. If these companies meet their 2018 goals, it will mean about 20 billion bottles and cans avoiding the landfill and instead providing valuable materials to bottling companies for recycled content in new bottles and cans.

Mark Preisinger, Director for Shareowner Affairs, Coca-Cola, told As You Sow: “I do believe [shareholders’ proposals] helped us get to where we are on the recycled content issue. The dialogue that we undertake with shareholders clearly helps advance agendas like this one inside our company.”

Further, what started out as an adversarial dialogue with Nestle Waters developed a couple of years later into a joint effort by As You Sow and Nestle Waters to convince other large brands to take financial responsibility for the collection and recycling of post-consumer bottles. This led to the development of a $100 million Closed Loop Fund by Walmart, along with Coke, Pepsi, Procter & Gamble and several other brands, to help fund improvements to U.S. recycling infrastructure, which will increase materials recycled.

Linking Executive Compensation to Diversity and Inclusion

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Pat Miguel Tomaino, Director of Socially Responsible Investing, Zevin Asset Management

The structure of executive pay often causes companies to cut corners, take unwarranted risks, and ignore pressing environmental and social challenges. Exorbitant and unfocused pay packages created perverse incentives that reduced oversight at Wells Fargo, leading to the bank’s fake accounts controversy. After the Volkswagen diesel emissions scandal and BP’s Gulf of Mexico explosion, experts and advocates have pressed to “claw back” misbegotten CEO paychecks — without much success.

Responsible investors can help shape incentives toward positive outcomes even as we examine the deeper problem in executive compensation. To this end, Zevin Asset Management has urged dozens of companies to link senior executive payouts to social and environmental risk metrics and performance goals. Late last year, Citrix responded to our proposal, agreeing to spell out how diversity and inclusion factors influence annual CEO performance evaluations.

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Company Heeds Investors’ Call for Environmental, Social and Governance Disclosures

Trillium Asset Management

Trillium Asset Management

EAST RUTHERFORD, N.J., April 19, 2018 (GLOBE NEWSWIRE) — Cambrex Corporation (NYSE:CBM), a leading manufacturer of small molecule innovator and generic Active Pharmaceutical Ingredients (APIs), today announced a commitment to provide its stockholders with additional information regarding its environmental, social and governance (ESG) practices…. Over approximately the next 18 to 24 months, Cambrex will develop additional disclosures relating to our ESG related policies, strategies and performance.  Once available, stockholders will be able to review these disclosures on Cambrex’s website at www.cambrex.com.  In connection with today’s announcement, Trillium Asset Management, LLC informed Cambrex that it has withdrawn its shareholder proposal requesting the production of an ESG report from the agenda for the upcoming 2018 Annual Meeting of Stockholders. 

The Company wrote in its press release: “Cambrex has appreciated Trillium’s perspective on ESG matters and the feedback we received from our investors as part of our shareholder outreach effort.”