Shareholder engagement is an important tool for impact investors to influence corporate policy towards more sustainable business practices and corporate transparency. In 2014, Sonen supported the shareholder engagement investment community by actively co-filing six shareholder resolutions on key ESG topics for all underlying holdings for which we were eligible to support. For each resolution co-filed, Sonen has been as engaged as possible in a dialogue with the company based on Company responsiveness to the resolution.
Recently, Sonen’s team attended local and key annual shareholder meetings for Amazon and Google, outlined in more detail below.
Sector: Cyclical Goods and Services
Industry: Department Stores
Sonen co-filed a shareholder resolution on Amazon’s 2015 proxy requesting that the Company issue a sustainability report by May, 2016. In the months leading up to the annual meeting, Sonen participated in conversations with Amazon around this topic, but given the Company’s reluctance to commit to a targeted deadline or set disclosures within the proposed sustainability report, the resolution was not withdrawn. Sonen attended Amazon’s annual meeting and presented a comment to Jeff Bezos and Amazon’s board in support of the resolution.
Current Practice: At present, Amazon provides minimal disclosure on how it manages ESG issues especially in comparison to robust reports issued by its peers. Most pertinent is Amazon’s lack of disclosure around GHG emissions data, related reduction goals, or details on any management systems that it may have implemented to provide oversight of the company’s sustainability performance.
Proposal: Sonen co-filed a shareholder resolution requesting that Amazon.com issue a sustainability report describing the company’s environmental, social and governance (ESG) performance and goals, including greenhouse gas (GHG) reduction goals and that the report be published, at reasonable cost, on the company website by May, 2016.
Rationale: Sonen supports robust ESG disclosures as they provide insight to material issues that affect investors such as emissions reporting, supplier verification and sourcing of conflict minerals. Sonen believes that more robust disclosure as provided by a comprehensive sustainability report would allow shareholders and investors to learn more about how management is addressing near and long-term risks (e.g. operational, reputational, and regulatory) and opportunities. Proxy voting service provider Institutional Shareholder Services (ISS) also recommended that shareholders vote in favor of the resolution, which warranted potential benefits for shareholders of increased reporting on a broader array of environmental and social issues and related risks and benefits. ISS’s report concluded that while the company discloses some information that is commonly found in a sustainability report, shareholders are not provided with sufficient information to comprehensively evaluate the company’s management of sustainability issues.
Outcome & Next Steps: The resolution was supported by over 26% of Amazon shareholders, a respectable outcome, especially given that Amazon’s voting formula artificially depresses shareholder vote counts. In terms of next steps, we expect that Amazon is working on issuing a sustainability report, but if a comprehensive report as outlined in the proposal is not published before the deadline for next year’s shareholder resolutions, we plan to re-file the proposal, likely with the same group.
Industry: Internet Information Providers
Sonen co-filed two of five shareholder resolutions on Google’s 2015 proxy. One resolution advocated for a change to Google’s voting structure, and the second advocated for transparency surrounding political lobbying contributions. Sonen presented the lobbying transparency resolution to Google’s board at the Company’s annual meeting, as well as commended the Board on its diverse representation.
Equal Shareholder Voting
Current Practice: Google’s present voting structure grants insider owners of Class B shares with 10 votes per share, compared to one vote per Class A shares held by outside shareholders, allowing management to control 55% of Google’s stock.
Proposal: This Proposal advocated the Company to change its present structure and grant all shareholders equal voting power based on share ownership.
Rationale: Google’s present voting structure carries significant governance risks, namely that the interests of public shareholders may be subordinated to those Google’s co-founders, as well as the lack of accountability that such a structure creates. As of 2014, ISS, which rates companies on risk, awarded Google a 10, its highest risk category, for shareholder rights and compensation.
Outcome & Next Steps: While nearly 84% of outside shareholders (all shareholders other than management) support this resolution, the unequal voting structure in question depresses that final tally to 25.8% of all shareholders who voted in favor of this resolution. Sonen plans to refile this resolution next year.
Current Practice: Google spent approximately $65 million on lobbying in 2014, and was one of the top five companies in terms of lobbying spending over the last two years. While the Company has disclosed much of its lobbying efforts at the federal level, its significant lobbying activities at the state level have not been transparent. Additionally, Google supports over 100 trade and advocacy organizations, but does not disclose the methods by which it evaluates their lobbying process nor the amount of contribution if provides them with.
Proposal: The shareholder proposal requested increased transparency and disclosure around Google’s lobbying activities. These disclosures were requested to be made annually as well as provided on Google’s website.
Rationale: Political lobbying disclosures are recognized best practice amongst many of Google’s peers as they would improve transparency around Google’s political agenda. Shareholders seek to gain insight into what policies and regulations millions of dollars are spent on advocating for.
Outcome & Next Steps: While over 37% of external shareholders supported this resolution, the voting structure (discussed previously) depressed the final count to 9.6% of all Google shareholders that voted in favor of this proposal. Sonen plans refile this resolution next year if the improvements are not made in the interim.