A version of this article originally appeared in Responsible Investor (subscription required)
Its springtime, which means that corporations are holding their annual meetings and shareholders are voting on boards of directors, executive compensation and a range of other issues. Every year, shareholders submit hundreds of their own proposals for consideration at these meetings, including requests to adopt human rights policies and reduce environmental impacts. It is a critical time to raise issues that many large companies might otherwise choose to ignore.
Last year, the Business Roundtable (BRT), a very influential organization of American CEOs, published a proposal to “modernize” the legal process shareholders use to submit shareholder proposals. These ideas have been submitted to the White House and have found their way into the Financial CHOICE Act, currently under consideration by Congress. If fully implemented, these ideas would eliminate virtually all proposals, ensuring that corporations can go back to setting their own agendas, without input from their owners.
As Chairman of the BRT, Jamie Dimon, Chairman and CEO of JPMorgan Chase, took up this cause in his letter to shareholders in the bank’s latest Annual Report. Among his reasons for the decline in publicly traded companies, Mr. Dimon cited “self-serving shareholder activity and proposals not intended to benefit the company” and “shareholder meetings that are hijacked by special interest groups and become a total farce.”
These comments from Mr. Dimon are surprising, considering the largely positive experience I had engaging with the bank. We believe those engagements made important contributions to the bank’s long-term sustainability and resilience.
A History of Constructive Engagement
In 2003, Domini joined Christian Brothers Investment Services and Trillium Asset Management in submitting a shareholder proposal asking JPMorgan Chase to incorporate environmental considerations into its underwriting, lending and advisory activities, to reduce the risk that the bank’s reputation would be harmed by involvement in unacceptably risky deals. Our larger “agenda” was to ensure that the bank was not financing environmental destruction, a benefit to both the bank and society.
The proposal prompted a long-term dialogue with senior executives. We withdrew our proposal in 2004 when the bank hired its first Director of Environmental Affairs. It can often be difficult for a company to publicly acknowledge that they did something because an investor asked for it. Not so with Chase. The bank issued a press release, naming the investors and stating that "We recognize the importance of the issues reflected in the shareholder proposal and have steps underway to address them."
A year later, the bank adopted a comprehensive environmental policy, after further constructive conversations with the investor group. Again, the bank issued a press release, crediting our influence:
“JPMorgan Chase set up its Office of Environmental Affairs in April 2004 in order to evaluate the firm's own use of resources and to integrate environmental and social awareness into its risk management process. The office carefully considered the viewpoints of various constituents before developing the policy, including customers, business and community leaders, environmental groups such as Rainforest Action Network, and a shareholders group, which includes Christian Brothers Investment Services, Domini Social Investments, F&C Asset Management, Friends of the Earth, and Trillium Asset Management.”
The policy included adoption of the Equator Principles and addressed climate change, sustainable forestry, and the needs and concerns of indigenous peoples. In addition, it was the first policy “of any financial institution to incorporate environmental risk management into the due diligence process of its private equity divisions.”
Today, that office continues to operate, working to reduce risk to the bank and the environment.
That engagement does not end the story. In 2009, Domini began submitting shareholder proposals asking JPMorgan Chase to disclose its political contributions. Ultimately, among other policy changes, the bank agreed to prohibit the direct use of corporate funds for electoral purposes and to bar its trade associations from spending its funds on elections. We believe these policies help protect the bank from a series of legal, operational and reputational risks, including the risk of association with unpopular candidates, or with policies that are not in the best interest of the bank’s customers.
Throughout these engagements, which included numerous calls and face-to-face meetings, the bank’s executives were always highly professional, thoughtful and respectful. We were never accused of hijacking its agenda. Our views were considered, and a number of them were adopted.
We do not have the power to command companies to do as we ask. We can only attempt to persuade. Shareholder proposals helped to foster productive conversations that ultimately convinced the bank to take actions that were in everyone’s best interests.
A Wolf in Sheep’s Clothing
The BRT proposal would raise the threshold to submit a shareholder proposal from owning $2,000 in market value of a company’s stock to owning 0.15% or more of its market capitalization, and the Financial CHOICE Act would require 1% of market capitalization. Those may seem like small numbers, but these are very large companies. The BRT proposal would require a shareholder to have a roughly $460 million investment in JPMorgan Chase to submit a proposal. The Financial CHOICE Act would require $3 billion.
At the time that we submitted our shareholder proposals to the bank, we held a substantial number of shares, but we’ve never held anything close to $460 million. Our investments in other companies where we have submitted proposals have ranged from millions of dollars to less than $10,000. The SEC’s holding requirements are not intended to establish “significant” ownership. The rule is in place to ensure that real shareholders, with a long-term interest in the company, are submitting proposals.
The quality of one’s ideas is not correlated with the size of one’s investment. Several of the so-called small investor “gadflies” that the BRT would like to swat away have been responsible for transforming the field of corporate governance, one irritating but highly successful proposal after another. There is no principled way to raise the ownership threshold without disenfranchising most individual investors and many institutional investors as well.
Is every shareholder proposal reasonable? Of course not. But the process the SEC has established to administer the rule is reasonable, and it works.
Taking Society off the Agenda
The BRT is not only interested in eliminating the ability of small shareholders to submit proposals, they are also targeting social and environmental issues:
“Most social, environmental and political proposals, such as those related to corporate political spending, climate change and human rights, have only an attenuated connection to shareholder value and are generally not issues material to a company’s business.”
Just recently, J. P. Morgan Asset Management updated its proxy voting policies—in response to a shareholder proposal—acknowledging that “a company’s environmental policies may have a long-term impact on the company’s financial performance” and “corporate shareholders have a legitimate need for information to enable them to evaluate the potential risks and opportunities that climate change and other environmental matters pose to the company’s operations, sales and capital investments.” Ironically, this policy may lead the bank’s asset management arm to vote for proposals the BRT’s “modernization” would eliminate.
As of 1970, proposals “motivated by general political and moral concerns” were explicitly excludable under SEC rules. In Medical Committee for Human Rights v. SEC, the U.S. Court of Appeals for the District of Columbia established the basis for the inclusion of proposals focused on “significant social policy” matters. The BRT references this decision, but does not explain the court’s reasoning, which was based on an investor’s duty to monitor the use of her capital:
“In so far as the shareholder has contributed an asset of value to the corporate venture … he has the stringent duty to exercise control over that asset for which he must keep care, guard, guide, and in general be held seriously responsible. As much as one may surrender the immediate disposition of (his) goods, he can never shirk a supervisory and secondary duty (not just a right) to make sure these goods are used justly, morally and beneficially.”
The court also addressed the need to hold corporate executives accountable for broad societal impacts. That case concerned a shareholder proposal at Dow Chemical seeking to end the company’s production of napalm for the U.S. government. Dow executives explained they were working to support the war effort in Vietnam. The court noted:
“We think that there is a clear and compelling distinction between management's legitimate need for freedom to apply its expertise in matters of day-to-day business judgment, and management's patently illegitimate claim of power to treat modern corporations with their vast resources as personal satrapies implementing personal political or moral predilections.”
Issues of broad social and environmental import exceed management’s authority.
The Importance of Collective Input
The Business Roundtable is a group of prominent CEOs. If I had the privilege to run a global corporation, I’d want as much input as I could get. Nobody can successfully manage the myriad risks a multinational corporation faces without a broad range of ideas. And nobody can legitimately hope to address the myriad risks a company causes without engaging a broad range of stakeholders.
The shareholder proposal rule has catalyzed thousands of constructive dialogues, which have transformed corporate behavior. The rule isn’t broken and does not need fixing
Originally Appeared in Domini Funds' 2016 Semi-Annual Report
It has been said many times that a company’s workforce is its most valuable asset. In our opinion, there is a positive and a negative aspect to that statement. Employees do indeed provide tremendous value to their employers, making substantial investments of time and energy, and even their health and safety. But employees are not simply “assets” on a balance sheet. When Starbucks announced a pay raise for its employees, Chairman and CEO Howard Schultz used the word “partners,” and said that "trust, after all, must be earned one human connection at a time.” “Partner” is much closer to the mark.
Whether you are the CEO of a retailer with thousands of employees that meet your consumers face to face, or of a business with no consumer-facing employees at all, all successful companies must take the welfare of their employees seriously.
In this essay, we provide brief accounts of how some companies are responding to certain key challenges in the very broad area of “employee relations,” including the gender pay gap, minimum wage reform and union relations.
Domini’s Impact Investment Standards are organized around the key stakeholder groups that corporations depend upon to operate and generate profits, with a focus on the key themes that we believe best capture the strength of each of these relationships. Our standards help to identify companies run by managers capable enough to operate profitably while taking into consideration multiple stakeholders and the environment.
Among these stakeholder groups, employees are perhaps the most critical. We believe that corporations that treat their employees well should, in the long run, attain high levels of employee loyalty, high levels of productivity, and low levels of turnover – all potentially substantial contributors to profitability.
We are therefore looking for companies that invest in the health and development of their employees, focusing on the following key themes:
• Fair and Just Compensation and Benefit Programs
• Commitments to Diversity in the Workplace
• Empowerment and Investments in Training
• Solidarity with Unionized Workforce
• Continuous Improvement in Health and Safety
The companies discussed below currently meet our standards for investment, unless otherwise noted. This essay touches on a handful of key employee relations issues. We do not address health and safety or treatment of workers in corporate supply chains, for example, two areas that are consistently important to our investment decision-making, nor do we address corporate programs to meet the needs of the disabled, such as Microsoft’s innovative efforts to employ individuals with autism, or companies like Eiffage, a French construction company, where employees own 28% of the firm’s shares. In this area, every company has a story to tell. We hope you find these interesting and informative.
Equal Pay for Equal Work
The tech industry has faced persistent criticism over a lack of diversity and, in particular, a lack of opportunities for women. According to a recent study by Hired Inc. of 3,000 employers and 15,000 applicants, there is a 7% salary gap between male and female software engineers at major corporations.
In 2016, in response to shareholder proposals from our colleagues at Arjuna Capital, Apple, Intel, Microsoft and Amazon revealed that they pay their male and female employees equally. Facebook and Alphabet Inc. (Google) also announced they pay equally, but have yet to release data. What wasn’t included in these disclosures was information on how often women are promoted or if there are biases that may prevent women from being hired or moved into senior roles.
Google began a study of its employee practices after it found that its male engineers were promoted at far higher rates than female employees. Although anyone was invited to apply for a promotion, the company found that women were less likely to do so. The company found two academic studies that indicated that 1) girls don’t raise their hands as often as boys when answering math problems, even though they have a higher rate of accuracy when they do; and 2) women don't offer up their ideas as often as men in business meetings, even though observers say their thoughts are often better than the many offered by their male colleagues. When one of the heads of engineering sent an email to his staff describing the two studies and reminding them it was time to apply for promotions, the application rate for women soared. In 2013, the company started a series of diversity training workshops designed to help employees recognize unconscious bias and, as of September 2014, more than half of Google's employees had attended.
In 2013, Salesforce CEO Marc Benioff started a program called the Women’s Surge. The goal was to achieve 100% equality for men and women in pay and promotion, and to make sure that at least a third of all participants at all meetings were women. Benioff asked managers across the company to identify their top executives, who would then receive additional leadership training. In divisions where mostly men were nominated, Benioff told the managers to come back with a more diverse list. When Benioff found that many women at Salesforce were paid less than their male counterparts, the company began raising the salaries of underpaid women. In 2015, Salesforce spent about $3 million to bring the salaries of female employees up to the level of their male counterparts.
Minimum Wage Reform
Until the early 1980s, an annual minimum wage income in the United States, after adjusting for inflation, was above the poverty line for a family of two. Today, the federal minimum wage of $7.25 per hour, working 40 hours per week, 52 weeks per year, yields an annual income of only $15,080, below the federal poverty line for a family of two. This reality has sparked the "Fight for 15" movement, which has mobilized tens of thousands of workers in hundreds of cities across the country attracting widespread attention from the public, the media, legislators and companies.
A sustainable minimum wage can support economic growth and reduce income inequality, a key risk to our economy. In 2014, more than 600 leading economists, including seven Nobel Prize winners and eight former presidents of the American Economic Association, said the United States should raise the minimum wage and index it. They argued that increases in the minimum wage have had little or no negative effect on the employment of minimum wage workers and that some research suggests that a minimum wage increase could have a stimulative effect on the economy as low wage workers spend their additional earnings, raising demand and job growth.
Costco, which employs approximately 205,000 individuals, is notable for its commitment to fair wages and benefits. It pays its retail employees approximately $20 per hour (not including overtime), compared to the national average of $11. Eighty-eight percent of employees reportedly have company-sponsored health insurance and pay premiums that amount to less than 10% of the overall cost of their plans. According to press reports, Costco has consistently resisted Wall Street pressure to conform its pay practices to lower industry standards.
Costco’s CEO, Craig Jelinek, wrote a public letter to Congress in 2013, urging it to increase the minimum wage: “We know it’s a lot more profitable in the long term to minimize employee turnover and maximize employee productivity, commitment and loyalty.” In 2016, Costco announced that it would raise wages for new and current entry-level workers to $13 an hour, up from $11.50. Costco has annual worker turnover of approximately 10%, considerably better than the retail sector’s 60% average. Other CEOs have been vocal about the need to increase the federal minimum wage, including James Gorman, CEO of Morgan Stanley, and Ron Shaich, the CEO of Panera Bread Company.
A number of companies, including Gap, Bed Bath and Beyond and Starbucks have responded to this debate by announcing wage increases.
We’d like to see more companies publicly state their views on this critical issue. Working with other investors, we developed a new proposal asking companies to adopt and publish principles for minimum wage reform. We submitted our proposal to Best Buy and Staples, and had constructive conversations with management at both companies. Our discussions with Best Buy led to a withdrawal of the proposal when we were informed that the company’s board of directors was overseeing a process already underway to further develop the company’s position on wage levels within the company to ensure its employees have sustainable careers and the company continues to attract the best talent.
Operating Globally, Thinking Locally
As global investors, we must ground our evaluation of employee relations in local realities. It makes little sense, for example, to reward a company for offering a benefit that is legally required in its local market. It is also important for American companies that operate globally to be flexible and adapt their programs to local needs.
Starbucks, which employs more than 191,000 people in 68 countries, has used regional surveys and focus groups designed to identify its workers’ greatest challenges. In the United States, this process identified health coverage, which the company has offered to full and part-time employees since 1988.
Starbucks also identified college tuition as a key challenge in the United States, and responded with a unique benefit -- it would pay for employees to get a four-year college degree online at Arizona State University. Any employee that works twenty hours or more a week and has the grades and test scores to gain admission to Arizona State is eligible for the program. The program was announced in 2014 and, to date, more than 6,000 employees have enrolled. The company hopes to have at least 25,000 employees graduate by 2025.
In Britain and China, housing costs were identified as the greatest challenges. In 2015, Starbucks began providing monthly housing allowances to full-time employees in China and interest-free loans to help its employees in the United Kingdom afford a rental deposit, a program it developed with Shelter, a housing charity. Starbucks will lend a maximum of one month's wages to employees who have been with the company for over a year, which the employee pays off over 12 months.
We are particularly interested in employee benefits that exceed local requirements. Fujifilm, of Japan, is notable for benefits that help its employees establish a healthier work-life balance, particularly parents. The company prohibits overtime working hours until a child starts elementary school at the age of six, exceeding legal standards by three years, and allows a six hour working day until a child starts third grade at the age of nine, exceeding the legal standard by six years. Fujifilm also offers three years of parental leave, exceeding the legal requirement of one year. The company also provides specialized benefits for elder care. The company began these programs in 2014 for a core business reason – they believed they needed a diverse workforce to create products that would appeal to consumers in a changing world.
In South Africa, we are particularly interested in companies’ efforts to promote people of color, and to address the HIV/AIDS epidemic. Tiger Brands, a packaged goods company, was founded in 1920 and is headquartered in Bryanston, South Africa. Four people of color and two women serve on the company's ten-member board of directors, and three women, including one woman of color and two men of color, serve on the company's eleven-member executive management team.
In 2014, Tiger Brands invested almost R8 million ($592,000) in on-site clinic services. These include occupational health support, as well as limited primary healthcare, and is free to all permanent and temporary employees on site. One of the company’s clinics is also open to the community. The company also offers HIV/AIDS support for employees. In 2015, 331 employees were voluntarily counseled and tested and 95% of employees who tested positive enrolled in the program.
A Brave New World
The modern workplace is changing. Although the fear that machines would replace workers has been present since the early days of the Industrial Revolution, those 19th century workers could not have anticipated the use of computers to manage the human work week.
A 2014 New York Times article highlighted a growing practice among retailers to utilize automated scheduling software, which can produce erratic schedules for employees. Such companies might provide notice of hours only a day or two in advance, dismiss employees mid-shift because the computer says sales are slow, or schedule employees for very late nights followed by very early mornings. After the story was published, Starbucks, the focus of the article, announced that it would change its scheduling practices and New York’s Attorney General sent letters to thirteen retailers asking for information regarding their scheduling policies.
Some employers, like Target, post employee schedules ten days before the start of a work week, and don’t use the on-call approach. Costco gives part-time workers at least a week's notice about their schedules, and JCPenney also has a policy against on-call scheduling. Gap phased out on-call scheduling in September 2015 and L Brands, the parent company of Victoria’s Secret, also recently ended the practice.
We live in an interconnected world, where simple management decisions can have significant effects. Corporate policies regarding something as simple as scheduling worker shifts can become public controversies that can damage trust in a brand. Other employee policies can have direct impacts on public health.
In July 2015, Chipotle announced that it would offer hourly workers paid sick leave, paid vacation and tuition reimbursement, benefits that were previously only available to salaried workers. These policies are both admirable and uncommon among restaurant chains. They also make good sense for Chipotle’s consumers, who are put at risk when sick people come to work because they cannot afford to stay home. Only five months after announcing these new benefits, however, more than 140 Boston College students picked up norovirus from a sick worker who wasn’t sent home. In 2015, almost 500 people fell ill after eating at Chipotle restaurants due to E. coli and norovirus outbreaks. In the wake of this crisis, which battered the company’s stock price, the company took action to enforce its sick leave policy and to add new programs to extend sick leave when circumstances warrant.
The right to form or join a union of one’s choice and to bargain collectively for the terms of one’s employment are among the core conventions of the International Labor Organization and are recognized as fundamental human rights. Healthy and vital unions play a crucial role in addressing the imbalances in power that often arise between corporate management and workers in their struggle for fair working conditions.
Union relations can be contentious, but strikes can be a sign of a healthy union. These issues can therefore be difficult to evaluate, and rarely lead us to exclude a company from our portfolios, unless we see a pattern of unethical or illegal behavior.
In some cases, however, a lack of unionization can be a decisive factor for us. Take, for example, two similarly situated companies – United Parcel Service and FedEx. Historically, we have approved UPS for our portfolios, and excluded FedEx. At UPS, approximately 60% of employees are represented by the Teamsters. With the exception of its pilots, however, the vast majority of FedEx employees are not affiliated with a union, and FedEx has lobbied aggressively to stave off unionization. FedEx drivers are independent contractors and can start at $30,000-35,000 a year with no overtime, no retirement plan, no health-care benefits and only one week of vacation per year. By contrast, a full-time unionized UPS driver starts at a base of $39,000 a year, with regular raises up to $52,000. Overtime pay brings the total to more than $80,000 a year for the majority of drivers, along with a full benefits package.
In many ways, the FedEx approach is the precursor for many “sharing economy” companies like Uber and AirBnB. FedEx’s model has been challenged in a number of court cases over the years, and the company has responded by reorganizing aspects of its business to avoid unionization by its drivers.
Whole Foods has long resisted any attempts at unionization, despite the fact that employees of grocery chains, like Kroger, are generally represented by the United Food and Commercial Workers Union. John Mackey, the company’s co-CEO and co-founder, says the company isn’t “so much anti-union as beyond unions.” While Mackey’s sometimes aggressive anti-union rhetoric is a concern, we take comfort in the fact that Whole Foods takes employee benefits seriously and has, in some cases, responded to unionization efforts by increasing benefits. Whole Foods employees pay between $0 and $20 per paycheck for health insurance, depending on company tenure. Employees are also allocated up to $1,800 a year for personal wellness accounts to be spent at their discretion. The company rewards teams for coming in under budget and distributes a monthly surplus that averages about 6% of total wages. As a further commitment to solidarity with its workforce, the company caps its executive salaries at no more than nineteen times the average worker’s pay.
In the United States, with a few exceptions, like Macy’s, it is uncommon to see unionized employees at retail chains. American retail workers are more likely to belong to a union if they work for companies based in Europe. In August 2016, for example, employees at eight Zara locations in New York chose to join the Retail, Wholesale and Department Store Union. Zara is owned by Inditex of Spain, one of the world’s largest retailers. The company offered no resistance and agreed to recognize the union, stating that “this is a normal consequence of our commitment regarding the rights of freedom of association worldwide.” Similarly, there have been unionized employees at H&M (Hennes & Mauritz, Sweden) locations in the U.S. since the 2000s.
Of course, unions are not always respected at the American workplaces of European companies. In 2007, we co-filed a shareholder proposal with FirstGroup, a transportation company based in Scotland, to address allegations of anti-union activity at First Student, the company’s U.S. school bus subsidiary. The proposal was submitted along with the International Brotherhood of Teamsters, the Service Employees International Union, and more than 140 FirstGroup employees. Domini’s participation was critical in allowing the unions to meet the onerous British filing requirements. We then attended a meeting in London with FirstGroup’s CEO and chairman to discuss our concerns. FirstGroup hired an independent monitor to oversee its U.S. operations and ensure it was meeting its obligations to respect its workers’ rights, a program that is being held out as a potential model for other companies. Although we cannot claim sole credit for this important development, we have been told that investor involvement (including a large group of European pension funds) was a turning point in the engagement.
Domini asks SEC for Better Employee Relations Disclosure
The Securities and Exchange Commission requires publicly traded corporations to disclose the number of people they employ, but that is only the bare beginning of what we’d like to know. In 2016, The SEC recently requested public comments on its disclosure rules and asked whether companies should be required to disclose more information about their employee base. We submitted a lengthy letter, including the following requests for employee information:
- Employee turnover rate, including significant layoffs
- Breakdown between domestic and foreign employees
- Breakdown of full-time, part-time, seasonal and sub-contracted employees
- Diversity information, including gender pay ratio data
- Percentage of employees represented by a union. For companies with significant union representation, provide a narrative discussion of its process for engagement with the union, noting any significant disputes.
- Benefits and incentive structures available to all full-time employees
- Company goals regarding diversity, employee training and retention, and efforts to implement these goals
- Significant pending legal proceedings, or regulatory investigations, including fines or judgments awarded, relating to employee management.
Investors are well-advised to pay attention to how the companies they invest in treat their employees. By doing so, they can gain fresh insights into the quality of corporate management teams and identify those companies that are best positioned to compete in a rapidly changing marketplace. More importantly, however, by raising these questions with corporate managers, investors send the message that employees matter. When large companies take this seriously, and invest in their employees, they can create lasting value with ripple effects throughout our globally connected economies.
We are global investors, seeking to apply our standards consistently across markets. For certain markets that present unique sustainability challenges, however, we have developed specialized standards to guide our ESG research and review process. This paper outlines the factors we consider when evaluating the eligibility of companies for our portfolios that operate in Burma (Myanmar). We hope that it will help to illustrate how Domini addresses these key challenges, as well as provide guidance to other investors and corporations.
While the democratic transition in Burma (Myanmar) is widely welcomed and foreign investments are critically needed, challenges remain. The country remains a high risk environment for business operations due to weak human rights protections, weak environmental regulations and weak institutional governance.
Domini’s policy is to assess each company’s involvement in Burma, on a case-by-case basis. In this analysis, we consider ten severe categories of human rights violations and governance concerns, paying particular attention to certain high risk sectors and business activities. We also evaluate positive actions companies are taking in Burma to advance democratic reform and improve lives.
For many years, Domini’s policy was to exclude from our mutual fund portfolios any companies with significant involvement in Burma, a country run by a military regime that held its democratically elected leader under house arrest. By avoiding investment in companies doing business in Burma, and encouraging companies to leave, we sought to highlight the critical importance of democracy to both human rights and long-term investment returns, avoid a variety of human rights risks, and apply leverage to an unjust regime.
We were proactive in addressing these concerns as well. For example, our research on Toyota Motor uncovered previously unknown connections between a key trading affiliate and the Burmese military regime. Although we have consistently excluded the company from our funds, we helped to lead a three-year engagement by responsible investors, culminating in the company’s announcement in 2010 that its trading affiliate had divested itself from the joint venture.
In 2011, following a historic election that brought long-imprisoned democratic leader Aung San Suu Kyi to the Burmese parliament, the U.S. government began the process of lifting long-standing economic sanctions, and corporations announced that they would soon resume business there.
The U.S. State Department developed a set of reporting requirements to ensure that companies doing business in Burma disclose sufficient information to allow the U.S. government to evaluate their impact on human rights and democratic reform. In 2012, Domini participated in an in-person meeting with National Security Council (NSC) directors to share our concerns, including: the continued imprisonment of political prisoners; weak rule of law, including a weak judicial system; continuing violence against ethnic minorities; and the potential financing of notorious human-rights violators. We then worked independently and with other members of the EIRIS Conflict Risk Network to develop and submit concrete recommendations1 to inform that reporting process. Although the State Department adopted at least two of our recommendations, our most important concerns regarding public transparency in several key areas were not addressed. Leading companies, however, chose to issue public reports, which served as a basis for engagement with responsible investors and a framework for accountability.
In October 2016, as a final step in the process of lifting sanctions, the US government announced that it would no longer require US firms operating in Burma to report on their human rights risk assessments, a decision that faced strong objections from various human rights organizations due to an array of ongoing serious human rights violations, as reported by the US State Department.2
Challenges Facing the Democratic Transition
As investors evaluate corporate activity in Burma, it is important to understand that, despite important steps towards democracy, very serious challenges remain. All corporate activity in Burma should be evaluated against the backdrop of the following ongoing human rights violations:
These violations are compounded by a number of governance concerns, including:
Despite what appears to be a green light from the U.S. State Department, these concerns will continue to present material legal, operational and reputational risks to businesses operating in Burma including the ongoing potential for:
• Violations of the U.S. Foreign Corrupt Practices Act
• Violations of the regulations prohibiting the importation of goods made with child or forced labor
• Consumer boycotts
• Complicity in severe human rights violations.
The potential failure of democratic reform in Burma represents even greater risks to its citizens and the region, risks that also carry economic import.
Based on these observations, it is important to consider any business operations in Burma with enhanced due diligence. At the same time, it is also true that foreign investment is a key to economic development for the country, providing access to essential products and services, and needed improvements to the country’s infrastructure.
We believe that responsible investors can play an important role in Burma’s progress towards democracy and prosperity by shifting from a strategy of avoidance and divestment to one of careful scrutiny and engagement.
For Domini, this means that we will devote particular scrutiny to a select group of high risk sectors and business operations. In recognition of the difficulty in addressing these problems, and the critical need for foreign investment, we will also seek to incorporate into our analysis positive actions companies are taking to advance democracy and human rights in Burma.
High Risk Sectors/Areas of Business
We consider the following sectors highest risk, requiring the closest scrutiny:
Energy, particularly fossil fuel exploration and production operations,6 including oil-field service providers and wholesale trading companies where a government stake or ownership is required in the projects. Investors should pay particularly close attention to operations where joint ventures with government entities are required, as the risk of corruption is particularly high.7
Infrastructure Projects raise the possibility of corruption, land grabs, forced migration or displacement, and labor rights concerns. Companies should undertake careful and transparent environmental and societal impact assessments before undertaking such projects, and be prepared to discuss these assessments with investors.
Agricultural projects raise risks of child labor, land grabs, and forced migration or displacement. Again, companies should undertake careful and transparent environmental and societal impact assessments prior to investment and on an ongoing basis. 8
Information and Communications Technology (ICT). While this sector provides critical services needed to advance both democracy and economic development, companies and investors should pay careful attention to risks of government censorship and surveillance, including requirements in government contracts to customize services to enable censorship and surveillance.9 Domini encourages companies to comply with guidelines developed by the Global Network Initiative to address these risks.10
Materials & Wholesale Trading. Investors should pay particular attention to timber, minerals and gems such as ruby and sapphire, for potential environmental and human rights violations. 11
Key Factors to Consider when Evaluating Business Involvement
Each of the high-risk industries present important opportunities for the people of Burma and, therefore, for investors. Without proper attention to the concerns noted above, however, these opportunities can be transformed into long-term, intransigent risks. Careful and responsible judgment is called for, and can make an important difference. Domini recommends the following four key factors to consider when evaluating corporate operations in Burma:
Positive Efforts to Promote Democratic Transition and Improve Lives
Foreign investment is necessary, but not sufficient, to further advance democratic reform in Burma and to improve the lives of the Burmese people. A company’s proactive efforts to address the challenges discussed above can be just as important as the products and services it provides. In particular, we encourage companies to engage in the following:
- Participate in, or support, institutional capacity building, through active involvement in multi-stakeholder collaborations. In particular, reforms are needed to strengthen Burma’s legal systems, including independence of the judiciary, environmental protection, and labor rights, including legal protections for labor unions.
- Provide education or vocational training to employees and local communities.
- Provide access to products and services to disadvantaged communities.
- Promote international human rights standards for its supply chain and other partners in Burma.
- Mitigation and Remediation. According to the UN Guiding Principles on Business and Human Rights, companies have an obligation to mitigate and remediate potentially adverse human rights impacts and to monitor progress in key areas of concern.
Companies seeking to do business in Burma face an array of difficult human rights, environmental and governance challenges. As investors, Domini encourages companies to engage in robust human rights impact assessments prior to entry and, if they do choose to enter, to continue to engage and report on how they are addressing these ongoing challenges. Investors with an understanding of these issues can help to advance democratic reforms while mitigating risk to their portfolios.
Peace and prosperity for the people of Burma is in the best long-term interests of investors and corporations. This can only be achieved by a functioning democracy supported by a fair economic system.
We hope that this description of our evaluation process will help to communicate our expectations to corporations while assisting other responsible investors seeking broad-based wealth creation for society as well as their clients.
1 Domini’s letter to the State Department regarding Reporting Requirements on Responsible Investment in Burma (Oct. 3, 2012), available at: http://www.reginfo.gov/public/do/DownloadDocument?objectID=38146500; EIRIS CRN letter re: same (Oct. 4, 2012), available at: https://business-humanrights.org/sites/default/files/media/burma_reporting_requirements_-_investor_comment_4_oct_2012.pdf Domini is represented on the EIRIS CRN advisory board.
2 U.S. Department of State 2015 Country Report on Human Rights Practices in Burma (April 13, 2016), available at http://www.state.gov/j/drl/rls/hrrpt/2015/eap/252751.htm
3 Attention has focused on the Rohingya population in Rakhine State (formerly known as Arakan state), near the Bangladeshi border, with recurring reports of rape, massacres, torture and extrajudicial executions. See, e.g, Burma: Satellite Images Show Fire-Damaged Villages (Human Rights Watch, Oct. 31, 2016), available at: https://www.hrw.org/news/2016/10/31/burma-satellite-images-show-fire-damaged-villages; Dispatches: Burma’s Rohingya Muslims in Desperate Straits (Human Rights Watch, April 26, 2016), available at: https://www.hrw.org/news/2016/04/26/dispatches-burmas-rohingya-muslims-desperate-straits; Myanmar: Kofi Annan to head Commission on Rakhine state (Amnesty International, Aug. 24, 2016), available at: https://www.amnesty.org/en/latest/news/2016/08/kofi-annan-to-head-commission-on-rakhine-state/. Abuses and violence against Karen and Kachin groups has also been reported. See, e.g.,The Farmer Becomes the Criminal: Human Rights and Land Confiscation in Karen State (Human Rights Watch, Nov. 3, 2016), available at: https://www.hrw.org/report/2016/11/03/farmer-becomes-criminal/human-rights-and-land-confiscation-karen-state. See also, Indigenous Peoples’ Rights and Business in Myanmar (Myanmar Centre for Responsible Business, Feb. 8, 2016), available at: http://www.myanmar-responsiblebusiness.org/publications/indigenous-peoples-rights-and-business-in-myanmar.html
4 The Farmer Becomes the Criminal: Human Rights and Land Confiscation in Karen State (Human Rights Watch, Nov. 3, 2016), available at: https://www.hrw.org/report/2016/11/03/farmer-becomes-criminal/human-rights-and-land-confiscation-karen-state
5 See, generally, Human Rights Watch: https://www.hrw.org/asia/burma.
6 Review Domini’s policy on fossil fuel exploration and production at http://domini.com/responsible-investing/key-issues/our-position-fossil-fuel-owners-and-producers
7 See Myanmar Oil & Gas Sector-Wide Impact Assessment (SWIA) (Myanmar Centre for Responsible Business), available at: http://www.myanmar-responsiblebusiness.org/swia/oil-and-gas.html
8 Burma: Farmers Targets of Land Grabs (Human Rights Watch, Nov. 3, 2016), available at: https://www.hrw.org/news/2016/11/03/burma-farmers-targets-land-grabs
9 See, Sector-Wide Impact Assessment of Myanmar’s ICT Sector (Myanmar Centre for Responsible Business), available at: http://www.myanmar-responsiblebusiness.org/swia/ict.html
10 http://globalnetworkinitiative.org/ Domini is a founder, and is represented on the Board, of the Global Network Initiative.
11 See, Myanmar Mining Sector-Wide Impact Assessment (SWIA)(Myanmar Centre for Responsible Business), available at: http://www.myanmar-responsiblebusiness.org/swia/mining.html; See, also, Burma’s Gem Trade and Human Rights Abuses (Human Rights Watch, July 29, 2008), available at: https://www.hrw.org/news/2008/07/29/burmas-gem-trade-and-human-rights-abuses.
12 From Red to Green Flags - Respecting Human Rights in High-Risk Countries (Institute for Human Rights and Business, (April 27, 2011) available at: https://www.ihrb.org/focus-areas/commodities/report-from-red-to-green-flags; Business and Human Rights Guide for Companies in Burma (Myanmar Centre for Responsible Business, April 7, 2015), available at: http://www.myanmar-responsiblebusiness.org/news/business-and-human-rights-guide.html
14 http://www.ungpreporting.org/ Domini is represented on the Eminent Persons Group that has advised on the development of the framework.
In a tightly interconnected world, investors can no longer afford to ignore the social and environmental costs of business as usual. For decades, responsible investors have joined with civil society organizations, corporations and public institutions to address working conditions in global supply chains and, although problems persist, we’ve made significant headway.
Twenty years ago, companies argued that they carried no responsibility for working conditions in factories they did not own. We no longer hear that argument. While it is true that these human rights abuses occur at factories and fields owned by third-parties, global companies can exercise significant influence. According to the United Nations’ Guiding Principles on Business and Human Rights, adopted in 2011, global businesses are obligated to identify these problems and do what they can to address them.
Around the world, approximately 150 million people leave their countries each year in search of economic opportunities elsewhere, often passing through the hands of unscrupulous recruiters with every incentive to take advantage of their vulnerable situation. Many workers find themselves working months on the job simply to pay off exorbitant recruitment fees. In other words, they are working for no pay at all. This is known as ‘bonded labor’ – a form of forced labor where a person is working to pay off a debt. It is considered the most common, and least known, form of modern slavery.
The International Labor Organization estimates that almost 21 million people are trapped in conditions of forced labor, generating over $150 billion for other parties. More than 75% of these workers work within the private sector, particularly in industries such as agriculture, construction and manufacturing.
Migrant workers are among the most vulnerable members of the global workforce and are subject to multiple forms of abuse across industries.
While attention has been paid to conditions in the factory or on the farm, less attention has been paid to the path migrant workers take to get to the workplace, and the unique risks they face. Today, that is changing.
What Can Investors Do?
Our experience teaches us that investors can have significant influence over corporate practices.
Domini has worked closely with the Interfaith Center on Corporate Responsibility (ICCR), a coalition of faith-based and socially responsible investors, since our inception. ICCR has launched a “No Fees Initiative” to address unethical recruitment practices, based on three pillars:
1. No Fees: Workers should not be obligated to pay for their job and should be immediately reimbursed for any fees charged. If a worker is indebted to her recruiter, she can effectively work months without pay. She may even feel honor-bound to repay these unjust debts. According to a 2014 US Department of Labor-funded study, “92 percent of the migrant workers in Malaysia’s electronics industry had paid recruitment fees and…92% of that group had paid fees that exceeded legal or industry standards.”
2. Workers should be provided with contracts in their own language: If a worker’s contract is written in another language, he can’t agree to the terms of his employment, and he can’t understand his legal rights.
3. No passport retention: If a worker cannot retain her passport or other identify documents, then she is unable to go home.
These are the most common factors that hold these workers in debt bondage, often without their awareness.
According to Know the Chain, a project led by Humanity United that ranks companies in the apparel, tech and food and beverage sectors on their responses to forced labor issues, corporate awareness of unethical recruitment practices is very low. For example, in the tech sector, out of twenty companies reviewed, “only four of the companies demonstrate awareness of the risks of forced labor that can arise from the use of recruitment agencies.” Know the Chain awarded the industry an average of 20 points out of 100 on recruitment issues.
Investors have important opportunities to raise awareness of the problem, set expectations and engage with companies to eradicate these practices.
The Corporate Response
Many of us first learned about the extreme conditions migrant workers can face after a series of articles broke in the Guardian and the Associated Press in 2014 and 2015, uncovering slavery in the Thai shrimp supply chain. Our research department spotted the issue early, leading to decisions to continue excluding Thai Union and Charoen Pokphand (CP) Foods, two Thai companies at the heart of the controversy, from the Domini Funds. We made those decisions before these stories broke.
Often, we are unable to obtain reliable information about labor issues from the companies themselves. In the absence of corporate reporting, we must rely on what we know about these industries and the regions where they operate. Reliable NGOs can be an invaluable source of information. In this case, a report published by Finnwatch in 2013 highlighted problems identified by interviewed workers including accusations of low wages, child labor, a large migrant workforce, and unpaid compensation and leave. The report stated that about half of Thai Union Manufacturing’s (TUM) employees were Thai citizens and the rest were migrant workers from Myanmar and Cambodia. Finnwatch reported that violations of migrants’ rights are common in Thailand. The NGO also reported the company’s denial of these allegations.
Under the spotlight of public attention, conditions are changing. Large consumer-facing brands like Costco and (William) Morrisons (United Kingdom) are taking action as part of the Shrimp Sustainable Supply Chain Task Force, a multi-stakeholder alliance which aims to tackle forced labor and human trafficking in Thailand’s seafood supply chain. The ability to track workers far out at sea is one critical piece of the problem they are trying to solve. CP Foods and Thai Union are also engaged, and working to improve their practices.
Unfortunately, the flawed recruitment system that produced those horrifying conditions also serves a wide range of industries. And in those industries as well, several long-term Domini Funds holdings have taken leadership.
HP Inc. reports that it was the first IT company to develop its own foreign migrant worker standard, a standard that addresses each of the three pillars of ICCR’s initiative. But the company took a step further that gets much closer to the root of the problem: HP is the first company in its industry to require direct employment of foreign migrant workers in its supply chain. Its policy, and the audit tools it has developed to enforce them, were developed in collaboration with Verité, a well-respected international nonprofit that promotes safe, fair, and legal working conditions, with particular expertise in combatting forced labor in supply chains.
When a person works in a factory, but is employed by the labor agency that recruited them, they are at far greater risk of exploitation. According to Verité, “HP’s standard requiring direct hiring will remove a key obstacle to ethical treatment of migrant workers. The standard sets a new bar and will likely result in substantial financial benefit to foreign migrant workers in HP’s supply chain, and we hope other companies will adopt similar policies.” We agree, and are raising this issue with other companies. Direct employment may be the solution to this problem, but we will need to overcome objections from factory owners and others that argue that it is too expensive or burdensome for small suppliers to adopt.
Companies realize that they need to work collaboratively to find solutions to these endemic problems. Leading companies in the electronics industry have turned to the Electronics Industry Citizenship Coalition (EICC). EICC members share a common code of conduct for their supply chains and a common factory audit process. Thanks to the leadership of companies like HP, the EICC code of conduct now addresses unethical recruitment practices.
Another important collaborative effort cuts across industries. The Coca-Cola Company, HP Inc., Hewlett Packard Enterprise, IKEA and Unilever launched the Leadership Group for Responsible Recruitment, focused on promoting ethical recruitment and combating the exploitation of migrant workers in global supply chains across industries. Walmart and Marks & Spencer (M&S) have joined the initiative, which is supported by the Institute for Human Rights and Business, ICCR, the International Organization for Migration and Verité. The Leadership Group is working to champion the “Employer Pays Principle”, which states that no worker should pay for a job – those costs should be borne by the employer.
Case Study: Turning Words into Deeds
In many instances, Domini has acted as a catalyst for change, helping to set a company on a new course that may produce substantial benefits in the future. Apple is a case in point.
In 2004, when we first reached out to Apple, the company was silent about working conditions in its supply chain, and did not have a policy to protect the rights of these workers. We changed that. After months of dialogue with Domini, Apple adopted a strong code of conduct, committing it to uphold core labor rights in its global supply chain.
Only words on paper. But when a corporation adopts a policy, it works to implement it. That code provided the foundation upon which to build a labor standards program. The company soon began public reporting, to ensure a degree of public accountability. Public reporting is needed to ensure effective implementation of these kinds of policies, and to educate others about the kinds of problems that are found, the tactics that work and those that don’t. It is also a necessary mechanism for building trust with investors, consumers and other stakeholders, a valuable asset for any global brand. Our engagement also provided the foundation for a dialogue we have maintained with the company ever since.
Today, Apple is far more transparent about problems in its supply chain, and actively works to address them. Visit www.apple.com and click on “Supplier Responsibility” to read the story of Rechel Ragas, a factory worker recruited from the Philippines to Taiwan in search of higher wages. Apple reports that “to secure a factory position there, Rechel had to use a job broker agency that charged her more money than she made in an entire year working in her home country.” When Apple uncovered these fees – fees that were legal, but violated Apple’s policies – it ensured that she received full reimbursement. As a result, she was able to return home six months earlier than she had planned. Apple is the only company we are aware of that discloses the amount of recruitment fees it has reimbursed to workers: $25.6 million since 2008, including $4.7 million in 2015.
The company has not solved all of the problems it has found in its supply chain. We don’t demand perfection – not because we don’t want to see it, but because we don’t expect to find it. We do expect companies to acknowledge these challenges and demonstrate how they are meeting them.
Apple has come a long way since 2004 and, although we would never claim that our efforts were responsible for all of this hard work, we believe we have had an impact.
We applaud the EICC’s efforts to address unethical recruitment issues, but still believe the industry should be doing more. On behalf of a group of institutional investors affiliated with ICCR, we wrote to IBM and Motorola Solutions with a series of questions about how they ensure that workers in their supply chains are free of these abuses. We also signed letters to Broadcom, Canon, Cisco, EMC, Hitachi, Johnson Controls, Medtronic, Microsoft, Qualcomm, Texas Instruments and Xerox.
We followed our letter to Motorola with a shareholder proposal on the topic, which prompted a constructive conversation with the company. Motorola Solutions has policies in place to address these issues, and as an EICC member, has adopted a “no fees” commitment. The company tells us that it is actively working through the EICC to develop more effective responses to these unethical recruitment practices. We recognize these efforts, but believe that investors have insufficient information to gauge how well the company is addressing these serious risks to workers. Our proposal seeks to rectify that by requesting an annual report disclosing the company’s efforts to ensure that its global supply chain is free of forced or bonded labor, including any efforts to reimburse workers for recruitment fees that were paid in violation of company policies. We look forward to continuing our dialogue with the company.
Out of twenty apparel companies, Know the Chain found only seven that were aware of the risks of exploitation to migrant workers. They found only two companies that encouraged the direct hiring of workers in their supply chain.
Adidas (Germany) received the top ranking in Know the Chain’s 2016 survey, and the top score for worker recruitment practices. Know the Chain praised Adidas’ “strong awareness” of the risks facing migrant workers and listed a number of leading practices. Of particular importance, if an agency is involved in the recruitment process, Adidas requires that workers sign contracts directly with the factory, not with the recruitment firm. The company requires suppliers to disclose the recruitment firms it uses, and to monitor all recruiters. The Adidas Group publishes a list of names and addresses for its primary factories, subcontractors and licensees, a practice adopted by many leading companies in the apparel and electronics sectors.
We recently met with Gap to discuss its approach to these issues, including the possibility of adopting a direct employment policy, and wrote to Ralph Lauren, Michael Kors (where we ultimately submitted a shareholder proposal), Nike, L Brands (Victoria’s Secret, Bath & Body Works) and Coach.
Ralph Lauren reports that it is working towards a “recruitment fee–free” environment for all workers. The company reported to Know the Chain that an audit had uncovered that a group of new Bangladeshi workers had recently started work in one of its supplier facilities in Jordan, and had paid recruitment fees. The factory is now fully reimbursing the 33 workers affected over a period of 3 months.
These kinds of reports should help to illustrate a basic point – these problems are out there to be found and addressed. No company’s supply chain is immune. Our letter prompted a constructive conversation with the company, which we look forward to continuing. We appreciate the company’s recognition of the plight of migrant workers and are encouraging clearer commitments and more transparent reporting.
Another long-term Domini holding that has taken leadership on these issues is Unilever (Netherlands, United Kingdom). The company ranks first on Know the Chain’s benchmark for the food and beverage sector, because of its commitment to traceability. The company’s commitment to eradicating modern slavery and human trafficking is impressive given that it reportedly has 76,000 suppliers. Unilever is working to reduce the number of recruiters used by factories. It reports that it uses very limited numbers of recruiters in North America, Europe and South America, but larger numbers in Asia and Africa.
Consider how you might handle the daily struggles these migrant workers take on, day after day. They are working far from home for people that speak another language. They may not be in the job they thought they bargained for. Those in the fishing industry may never have seen the sea before. Many find that their paycheck is considerably less than expected, but they have no option but to keep working -- they have family back home depending on them.
We invest in companies that can make a significant difference in the lives of migrant workers. That means that we can make a significant difference, as long as we refuse to turn a blind eye, and we persist in raising these concerns and pressing each company that recognizes the issue to do more.
Spring is the time of year when most corporations hold their annual meetings and shareholders cast votes on the board of directors, executive compensation and proposals submitted by shareholders.
Our proposals are conversation starters. They get executives’ attention, and hold it long enough for us to make our case. The shareholder proposal is a tool to help us persuade companies to see our point of view. The Domini Impact Equity Fund has submitted more than 250 shareholder proposals since 1994.
After we submit our proposals, we often receive a phone call from the company’s Corporate Secretary to get a better understanding of our concerns and to see if they can convince us to withdraw the proposal. This year, these conversations led to agreements with Best Buy, First Solar, and Target. We also worked with our colleagues at Clean Yield Asset Management to withdraw our proposal at Whole Foods. Read more about these agreements.
But what happens when we are unable to reach agreement? At that point, the process reaches a public stage – the company annual meeting.
At the annual meeting, we have an opportunity to make a brief speech in the presence of the CEO, the Board of Directors and other shareholders (Some of these meetings are also webcast, taking our message to a global audience).
The Chipotle annual meeting, in Denver, was a lively one, following a nationwide rash of e-coli and norovirus outbreaks that has battered confidence in the brand. At the meeting, a couple of people spoke about working conditions at a Chipotle supplier, and several questions were asked about food safety.
Our speech began with a reminder that sustainability is key to the long-term success of this company. We applauded Chipotle for its efforts to embed sustainability into the brand, exemplified by its commitment to “Food with Integrity.”
After several years, however, we have been unable to convince Chipotle to publish meaningful sustainability information. Although Chipotle increasingly discusses sustainability on its website (and provided some metrics in its proxy, in response to our proposal), the company still fails to provide comprehensive information to help us understand how it is managing its key sustainability risks. Our speech sought to educate the Board about the critical importance of sustainability reporting to risk management (references to ‘our company’ in these speeches refers to the company that we, as shareholders, collectively own):
An annual report that identified our company’s key sustainability challenges would have flagged food safety long ago. It would have helped to build confidence in our company’s food safety systems. It would have helped management identify gaps, receive feedback, and improve its efforts. It might not have prevented last year’s outbreaks, but it would have helped to build trust, an essential driver of long-term value that is now very much at risk.
Sustainability reporting is about accountability, not marketing. It is a key part of getting the job done.
We were told that Chipotle will be releasing more information around sustainability and that we will be happy with the results. Our proposal’s strong 43% vote should send a strong signal that our message resonates with the company’s shareholders.
For many years, we have been concerned about the flood of ‘dark money’ in our elections – money that cannot be traced to anyone. This spending undermines confidence in our democracy and, we believe, weakens our economy’s overall resilience. We have therefore been working to convince corporations to publicly disclose their spending on elections.
In 2007, Verizon began full disclosure of its direct spending on elections, in response to a Domini proposal. In 2012, Domini welcomed AT&T’s decision to begin full disclosure of its direct electoral spending, including additional details about its board oversight process.
We continue to seek disclosure from both companies of an even riskier area of political spending. We are asking Verizon and AT&T to disclose their indirect political spending -- payments to trade associations and 501(c)4 organizations that are used to influence the outcome of elections.
From our speech at the Verizon meeting:
Verizon speaks about its need to participate in politics to allow it to compete fairly in the marketplace. Is it fair for Verizon to keep its indirect financing of American elections secret?
Fair competition is based on honesty and transparency. Disclosure is a bedrock principle of our capital markets and our democracy. Neither can function properly without it.
Disclosure would cause management and the board to think twice before funding political spending it would not wish to be associated with. It would lead to better decision making.
We also pointed out that both companies can simply ask these organizations not to use their money to finance elections, a step a number of other companies have taken.
At Nucor’s annual meeting in North Carolina, we called for a report on the company’s lobbying activities and drew attention to a press leak in 2012 that revealed that Nucor had contributed to the Heartland Institute, a notorious climate denial organization. We raised concerns with the company at the time, and determined last year to take this a step further when we saw that the company still had not produced any form of public report on these activities.
Nucor’s mission includes a commitment to being “environmental stewards in our communities where we live and work.” As the nation’s largest recycler of steel, we want to ensure Nucor’s lobbying is consistent with that commitment.
This year, we also delved into a more traditional corporate governance area, because we see significant implications for sustainability – capital allocation decisions and share buybacks.
The temptation to devote capital to share buybacks is strong. Shareholders celebrate the short term boost in stock price and the increase in earnings per share, which may explain the very low vote we received on our proposal at 3M. But while share buybacks may boost stock prices in the short term, we are concerned that they can deprive companies of the capital necessary for creating long term growth. In conversations with both Target and 3M, we questioned whether sufficient capital was being allocated to climate change mitigation or to employee development.
Our proposal is designed to help ensure that future capital allocation decisions are not influenced by executive compensation incentives that may be impacted by large buybacks. In our speech, we asked whether 3M’s priorities were properly aligned:
In October, a columnist for Market Watch asked about 3M: “What do you make of a company that announces restructuring moves that include possible job cuts while it buys back shares?”
We would also ask what to make of the fact that 3M, a company that is driven by innovation, has spent $16 billion in research and development and capital expenditures over the past five years to support organic growth programs, and $21 billion to buy back its own shares. If you add in $6 billion spent on strategic acquisitions during that period, 3M has split its spending to grow the business roughly equally with spending to buy its shares.
As long-term investors, we question whether the line is being drawn in the right place. We question whether incentives might be misaligned.
Throughout the year, on behalf of our fund shareholders, we will continue to ask the hard questions that help corporate management to see risks and opportunities in a new light, in order to help to build value for all of us.
Domini Proposals that Went to a Vote this Season
|3M||De-link executive compensation incentives from share buybacks||5.8%|
|AT&T||Indirect political contributions disclosure||29%|
|Chipotle Mexican Grill||Sustainability reporting||43%|
|Nucor||Political lobbying disclosure||32.3%|
|Verizon Communications||Indirect political contributions disclosure||30%|
|UPS||Political lobbying disclosure||22.6%|
In addition to using social, environmental and governance standards to select our investments, each year the Domini Social Equity Fund submits shareholder proposals to corporations in its portfolio, addressing a broad range of social and environmental issues. They send a strong message to corporate management, and can often encourage the company to speak to us about reaching an agreement. Since 1994, the Fund has submitted more than 250 proposals to more than 95 major corporations.
We were pleased to reach agreements to withdraw four proposals during the first quarter. In response to our request to adopt a set of principles for minimum wage reform, Best Buy informed us that its board of directors was overseeing a process already underway to further develop the company’s position on wage levels within the company to ensure its employees have sustainable careers and that Best Buy continues to attract the best talent. We chose to withdraw our proposal in exchange for the company’s agreement to include additional factors in that process, including the effect of minimum wage reform on the company. Domini is also helping to coordinate investor education on this issue.
We were pleased to withdraw our proposal with First Solar after dialogue in the fourth quarter about the company’s political activities. At our request, First Solar’s board adopted a resolution to begin full disclosure of its political contributions, and also adopted a policy to restrict its trade associations from using its dues payments for electoral purposes.
Working with other investors, we withdrew our shareholder proposal to Whole Foods seeking information about the company’s efforts to mitigate the impact of its palm oil purchases on deforestation and human rights. The company agreed to enhancements to its Palm Oil Pledge, and to continuing dialogue to discuss implementation.
Our proposal to 3M addressing share buybacks caught the attention of Gretchen Morgenson, the Pulitzer Prize-winning Market Watch columnist for the Sunday edition of the New York Times: “We’re not against buybacks,” said Adam M. Kanzer, a managing director at Domini. “The question is at what point do buybacks become excessive and when do they undermine the long-term value of the company?” We pointed out that 3M spent $21 billion to purchase its own shares over the past five years, but only $22 billion on research and development and strategic acquisitions. When such a substantial portion of a company’s capital expenditures is directed to buybacks, we believe it makes sense to ask whether there’s a more constructive way to invest that capital, such as research and development, employee compensation and training, and climate mitigation. The proposal prompted constructive conversations with 3M and Target. At Target, we were able to withdraw our proposal in exchange for a commitment to enhanced disclosures.
In addition to the above-mentioned engagements, we also spoke with Chipotle regarding its food safety and sustainability reporting policies, with Facebook, Google, LinkedIn, Microsoft and Yahoo on matters relating to the Global Network Initiative and human rights, with Home Depot on its phasing out of pollinator-harming pesticides, and with Staples on minimum wage reform.
In August, the New York Times reported that Coca-Cola was funding an organization called the Global Energy Balance Network (GEBN), which promoted scientific research on obesity. The organization was accused of emphasizing the need for exercise, shifting the blame for obesity away from sugary beverages. Coke’s CEO, Muhtar Kent, responded with an op-ed in the Wall Street Journal, pledging to ‘do better.’ In that piece, he noted that in addition to disclosing all of its spending relating to addressing obesity, the company would “engage leading experts to explore future opportunities for our academic research investment and health and well-being initiatives,” led by Sandy Douglas, President of Coca-Cola North America. Coke’s subsequent disclosures led to a series of articles in the Times. Ultimately, GEBN was shut down and Coke’s head scientist took an early retirement.
We have had constructive engagements with Coca-Cola on a wide range of issues, for many years, including human rights, water use and recycling. On the basis of this relationship, we were invited to participate in a one-on-one call with Mr. Douglas, as part of his expert “listening tour.” We discussed what he has learned so far from the public health experts he’s met with, Coke’s historical response to the problem of obesity and some changes they will be making. We look forward to continuing this dialogue.
Investors, companies and the general public have a strong interest in maintaining the integrity of scientific research. We are therefore encouraging companies that fund research to fully disclose these expenditures. In addition to Coca-Cola, we have also opened dialogue with Pepsi to discuss its approach to scientific funding, and to encourage greater transparency.
On June 26, 2015, the Supreme Court reaffirmed what many of us have long believed—the Constitution is a living, breathing document built on a foundation of equality and the pursuit of happiness. It did not take a constitutional amendment to establish marriage equality, because those concepts are embedded in our nation’s founding documents.
The struggle for that important achievement was carried out over many years, from the streets, to the court rooms, to the board rooms.
We were pleased to join 379 employers and employer organizations in a friend of the court (amicus curiae) brief to the US Supreme Court to explain how discriminatory restrictions on the right to marry hurt business. According to the Court:
“As more than 100 amici make clear in their filings, many of the central institutions in American life—state and local governments, the military, large and small businesses, labor unions, religious organizations, law enforcement, civic groups, professional organizations, and universities—have devoted substantial attention to the question. This has led to an enhanced understanding of the issue—an understanding reflected in the arguments now presented for resolution as a matter of constitutional law.” Obergefell v. Hodges, Slip Op. at 23 (emphasis added).
Some of the largest publicly traded corporations in the world signed that brief, demonstrating that this issue had already been settled in the mainstream business community. By 2012, the vast majority of Fortune 500 companies prohibited workplace discrimination based on sexual orientation, setting a higher standard than the law required.
That didn’t happen by accident. Much of it happened, company by company, due to the hard work of investors who believe that discrimination is bad for business. Companies were persuaded through letters from their shareholders, face to face meetings and the submission of shareholder proposals that were put to a vote at company annual meetings across the country. Some of these dialogues took years to achieve success.
The Domini Social Equity Fund played a small part in these efforts, convincing several companies to amend their non-discrimination policies to include “sexual orientation,” and voting for shareholder proposals submitted by others. A small change brought about by your mutual fund can have ripple effects throughout society.
This work helped to lay the groundwork for marriage equality by changing perceptions in the investor and business communities, strengthening the notion that an employee’s sexual orientation or gender identity has nothing to do with their ability to perform on the job. We explained that corporations would benefit by greater employee loyalty and commitment. They would also gain the ability to recruit from the broadest possible pool of talent.
In the world of finance, the phrase “domestic equity” does not refer to marriage equality, it refers to the stock of American companies. But the word “equity” has a double-meaning. After all, a system that is fundamentally unfair is also not good for business in the long run.
In addition to using social, environmental and governance standards to select our investments, each year the Domini Social Equity Fund submits shareholder proposals to corporations in its portfolio, addressing a broad range of social and environmental issues. Since 1994, the Fund has submitted more than 250 proposals to more than 95 major corporations.
Frequently, companies will reach out to us to see what steps they could take to convince us to withdraw our proposal and avoid a shareholder vote on the issue. A high vote on a proposal is nice, but we always prefer to withdraw our proposal in exchange for an agreement. Over the years, often in partnership with other investors or NGOs, we have convinced numerous companies to adopt new policies to protect factory workers and the environment, and to enhance public transparency.
In the first quarter of 2015, we withdrew four proposals in exchange for the following commitments:
Lowe’s, the world’s second largest home improvement retailer, agreed to eliminate neonicotinoid pesticides — a leading contributor to global bee declines — from its stores by 2019. The company will also redouble its pesticide management efforts with its plant suppliers, and will begin a variety of consumer education initiatives focused on pollinator health. Lowe’s has also informed us that it now offers a full range of natural or organic alternatives to its synthetic pesticide offerings. Read more about this important announcement.
Avon agreed to review and revise its palm oil purchasing policies to address impacts on deforestation and human rights. Avon utilizes palm oil derivatives (products derived from palm oil) in a wide variety of products. About 60% of the palm oil consumed globally is in the form of derivatives. Read more about this important announcement.
Southwestern Energy committed to publishing annual methane emission reduction targets and to include these targets in determining bonuses for management and staff. Methane is a relatively short-lived, but potent, greenhouse gas. The company is leading a group of companies called the ONE Future Coalition, a collaborative effort to reduce methane leakage below 1%, from the well-head to your kitchen burner. Southwestern, however, has not set its own targets yet. This is the first time the company has publicly committed to do so.
MeadWestvaco agreed to full disclosure of its political contributions. Thanks to concerted efforts by investors, including Domini, more than 140 large corporations now disclose their political spending so that they may be held accountable by their investors and consumers.
Domini Social Investments announced today that Avon Products (Ticker: AVP) has agreed to review and revise its palm oil purchasing policies to address impacts on deforestation and human rights, in response to a shareholder proposal filed by the Domini Social Equity Fund (Ticker: DSEFX). The proposal was co-filed by the Appleseed Fund, in collaboration with Ceres.
“We were very pleased to withdraw our proposal in response to these new commitments from Avon,” said Adam Kanzer, Managing Director and Director of Corporate Engagement at Domini. “As investors, we are seeking to invest in good companies and make them better. Our proposal has helped to spur an internal dialogue about the impact of Avon’s palm oil purchases, encouraging the company to set the bar higher.”
Over the past several years, Domini has been encouraging companies in its Fund portfolios to adopt appropriate policies and procedures to address the impact of its commodity purchases on forests and human rights, including palm oil. According to WWF, “Large areas of tropical forests and other ecosystems with high conservation values have been cleared to make room for vast monoculture oil palm plantations – destroying critical habitat for many endangered species, including rhinos, elephants and tigers. In some cases, the expansion of plantations has led to the eviction of forest-dwelling peoples.”
Avon is a member of the Roundtable on Sustainable Palm Oil (RSPO), and has previously committed to purchase GreenPalm certificates equivalent to 100% of its palm oil supply. These certificates are used to finance sustainable palm oil production, but cannot guarantee that Avon’s actual palm oil purchases are produced sustainably.
Most of Avon’s palm oil purchases are in the form of products derived from palm oil (“palm oil derivatives”), further complicating the company’s ability to trace its purchases back to their source. Avon utilizes palm oil derivatives in a wide variety of products. About 60% of the palm oil consumed globally is in the form of derivatives.
In response to Domini’s proposal, Avon has committed to take the following additional steps:
- Avon agrees to establish a cross-functional internal team to assess the Company’s palm oil sourcing and develop a recommendation for implementing a time-bound sustainable sourcing plan.
- Avon will revise its palm oil policy to establish a time-bound plan to purchase certified Mass Balance or segregated sustainable palm/palm kernel oil, with full traceability back to the planation for all direct purchases and the majority of its palm oil derivatives purchases. “Mass Balance” is a term established by the RSPO to denote palm oil supply that contains a mix of certified and uncertified palm oil. “Segregated” refers to 100% certified sustainable palm oil that can be traced to its source.
- Avon commits to provide updates on its website about the development and implementation of these new palm oil commitments.
- Avon commits to a good faith dialogue with Domini and Appleseed on the development, implementation and public reporting of Avon’s new policy commitments, including discussion of time-bound commitments with clear goals, and the inclusion of human rights standards.