UK Investors Sound Warning on Voting Rights

Changes proposed by the FCA risk removing pressure from firms to perform and could encourage lack of accountability from management.

Institutional investors have stressed that the UK should not follow the US in the uptake of dual class share structures (DCSS), as a proposal from the Financial Conduct Authority (FCA) could make it easier for them to be used in the country. DCSS are structures that allow companies to issue…

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Exxon Investors Signal Growing Ill Will

Shareholder dissent over “governance failure” expected to intensify, after dip in director support at AGM.  

ExxonMobil breathed a sigh of relief on 29 May when its nominated directors were re-elected, but shareholder dissatisfaction will continue to be felt.  The oil and gas major’s annual general meeting (AGM) was widely anticipated, with several shareholders pre-declaring their intention to vote against the appointment of company directors, in…

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Amazon Pressed on Workers’ Rights – Again

Long-term shareholder value under threat, investors warn, as tech giant still fails to live up to human rights commitments. Issues around workers’ rights to freedom of association and collective bargaining are due to come under the spotlight once more during Amazon’s 2024 AGM next week. Building on similar initiatives in…

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CalPERS Warns Exxon of ‘Strong Response’ to Lawsuit

Public sector pension giant notifies oil major of consequences to its decision to sue shareholders over climate shareholder resolution.

The California Public Employees’ Retirement System (CalPERS), one of the world’s biggest pensions schemes, has warned ExxonMobil it will face consequences for its controversial decision to sue shareholders over a climate shareholder resolution.

CalPERS issued the warning after a group of ExxonMobil investors, employees and unions wrote to the pension fund urging it to vote against two of the company’s directors, including CEO and chairman Darren Woods, in protest against what they called an “attack on shareholder democracy”.

The move is the latest twist in an ongoing battle between the oil giant and climate-conscious investors over smaller shareholders’ rights to file resolutions.

In January, Exxon made the unusual decision to take legal action to prevent a shareholder resolution – which called for the group to adopt mid-term emissions reduction targets – from going to vote at its annual general meeting (AGM) later this month.

The two small shareholders who led the resolution, Arjuna Capital and Follow This, subsequently withdrew it. But Exxon still decided to press on with legal action, which many interpreted as an attempt to frighten off other investors from attempting similar action in the future.

In the letter to Exxon shareholders CalPERS and its sister fund the California State Teachers Retirement System (CalSTRS), the group of asset owners, unions and environmental groups led by California Common Good asked the pension giants to “hold [the company] accountable for its unprecedented and extreme lawsuit against its shareholders and its ongoing undermining of the efforts to fight climate change”.

“We ask that CalPERS and CalSTRS predeclare a vote against Exxon’s Board of Directors and stop purchasing Exxon’s bonds,” the letter said.

CalPERS has not confirmed whether it will vote against the two directors, but Fiona Ma, California State Treasurer and a trustee of the pension fund said Exxon’s actions were “a serious threat to shareholder rights and require a strong response”.

“As the largest public pension fund in the country, we have a responsibility to lead on issues that threaten to undermine shareowners,” she said in a statement released on Thursday to coincide with the meeting of investors. “As fiduciaries to our members, we must consider labour practices, environmental impact, and anything else that has the potential to affect the long-term value of the companies we invest in.”

‘Vitriolic’ attack condemned

The Long Game

Approaching his 20th anniversary in responsible investing, Rathbones Stewardship Director Matt Crossman reflects on the evolution of stewardship and highlights the power of collective action.

“Responsible investing can mean so much more than voting, but it can’t ever be less than that,” Matt Crossman, Stewardship Director at Rathbones Group, told ESG Investor as part of a conversation during which he reflected over his career. “The core responsibility of a sustainable investor is to use their rights and influence in the companies they own.”

And as a 20-year veteran in responsible investing, Crossman certainly has borne witness to just how far investor engagement can come.

“Stewardship is far more embedded and widespread as a concept,” he said. “Today, no one would argue that investors shouldn’t be conducting stewardship activities.”

A nascent sector

When Crossman joined Rathbones Greenbank Investments – Rathbones’ in-house boutique for ESG investments – as an ethical researcher in 2004, sustainability data wasn’t readily obtainable.

“Greenbank ran its own screening database and my job was to look after it, for example trawling through news sources, aggregating data, and uncovering granular insights on the UK’s largest companies and a few international firms,” he said. “It gave me a grounding in how companies work and their approach to sustainability.”

At that time, the Greenbank team wrote to FTSE companies every year to encourage voluntary disclosures. Crossman was involved in the letter-writing campaign, but recalled it “became obvious that we had influence back the other way”.

After taking on an engagement manager role in 2006, he became much more aware of Greenbank’s main clients, which were large charities, religious faith groups and celebrities. “Clearly, they wanted financial products more aligned with their values,” he said. “Having the long-term best interest of your underlying beneficiaries at heart is the basis of stewardship.”

The first annual general meeting (AGM) Crossman attended was Shell’s that same year, where Rathbones co-filed a resolution asking the oil and gas giant to do a better job on ESG risk management. “There wasn’t the big institutional buy-in [seen today], so we used the minutiae of UK company law to get Greenbank’s individual investor clients to co-file resolutions,” he said.

The engagement initiative had quite an effect, sparking off a debate in the UK around shareholder voice.

“We realised that not only do we have the financial stuff to think about, but also stewardship influence and voting rights,” Crossman added.