2007 Preview: Environmental Issues
Submitted by: Carolyn Mathiasen, Editor, Social Issues Service
This article is the first in a two-part look at environmental and social issue proposals filed by shareholders for the 2007 proxy season. This preview focuses on environmental issues, while next week's article will address political contributions and other social issues.
Shareholders concerned with how U.S. companies manage environmental and social issues have already filed more than 340 proposals this season. The number of resolutions point to a busy proxy year that could beat the all-time high of 367 resolutions offered in 2006.
As a barometer of the times, one out of every 10 of these proposals deals with how companies should best respond to challenges posed by global warming. Climate change-related proposals, along with proposals on reducing the use of toxic chemicals or seeking action on other environmental issues, account for more than 70 of the proposals filed for this year’s meetings. In addition, 39 proposals have been filed so far asking companies to issue sustainability reports, nearly double the 20 submitted last year.
Climate change continues to be a major concern of proponents of environmental resolutions, as evidenced by the submission of 45 proposals focused directly on greenhouse emissions or indirectly on renewable energy.
Proponents have submitted a new proposal to Chevron, ExxonMobil, Ford Motor, General Motors, and TXU asking the companies to adopt quantitative goals for reducing their greenhouse gas emissions. Other shareholders have filed four more climate change proposals at ExxonMobil, all of which are awaiting decisions on the company's no-action challenges at the U.S. Securities and Exchange Commission (SEC). ExxonMobil acknowledges the need to improve energy efficiency and decrease emissions but argues the pursuit of specific projects--such as establishing quantitative goals--is not something that shareholders should decide at the annual meeting.
New York City's pension funds withdrew the quantitative goals proposal at TXU. Still, two other greenhouse emission proposals are pending at the company, according to the proponents, but none may come to votes if a proposed $44 billion buyout goes through. Two private buyout firms seeking to acquire TXU have told environmental groups that they would scale back the utility company's plans to build 11 new coal-fired plants to three such plants.
Calvert Asset Management filed resolutions at Bemis, Hartford Financial, Prudential, and Teradyne asking for company reports on the effects of climate change on their operations. The investment firm reports that it withdrew all four proposals after reaching agreements with the companies. The American Federation of State, County, and Municipal Employees said it withdrew a similar resolution at another insurance company, Chubb, in return for a promise of future discussions before the SEC agreed to the company’s no-action request. Insurance companies have always been able to get SEC permission to omit greenhouse-emissions-related shareholder resolutions by arguing that assessing greenhouse risks is an ordinary business issue for that industry.
In addition, the Service Employees International Union has filed a new resolution with Wells Fargo asking for emissions reduction goals for the company's own operations and the activities of its corporate borrowers, advisory, and project finance clients. A new church-sponsored resolution at Starwood Hotel & Resorts Worldwide asks for a report on the feasibility of developing policies that will minimize the company's impacts on climate change.
On the related issue of renewables, Trillium Asset Management reports it has filed a proposal at ConocoPhillips that seeks a report on how the company will respond to rising pressure to develop renewable energy sources. The Nathan Cummings Foundation is continuing to file this proposal with property development companies and retailers. The foundation re-filed at Standard Pacific, where the resolution got 39.3 percent support in 2006, a record for proposals related to climate change.
This year, Standard challenged the resolution successfully at the SEC, pointing to a June 2005 staff bulletin that sanctioned the omission of environmental and health resolutions if they would entail an evaluation of business risk (the supporting statement asserted that ignoring the issue of renewables could expose the company as an industry laggard and open it to competitive and industry risk). Pulte Homes was allowed to omit the proposal for the same reason.
Nevertheless, renewable energy proposals are being looked at by other companies. The issue has already been voted on at Whole Foods for a second year, and a mix of proponents have filed it for the first time at Boston Properties and CVS. The resolution has been withdrawn after agreements at D.R. Horton and Toll Brothers, proponents say.
A handful of the resolutions filed this year on climate issues come from individuals and organizations that question the scientific consensus on climate change. Carl Olson has re-filed resolutions with Ford and Occidental Petroleum asking for a detailed scientific report on how the companies measure "global warming/cooling." The SEC staff had allowed companies to omit the resolution in 2004 and 2005, but did an about-face, without explanation, last year.
Climate change skeptic Action Fund Management is re-filing a resolution to General Electric asking for a report on, among other things, whether climate-related change is necessarily undesirable and whether a cost-effective strategy for mitigating any undesirable change is practical. That proposal survived a challenge at the SEC, but a second Action Fund proposal was omitted at Hewlett-Packard. The resolved clause was similar, but the supporting statement raised the question of business risk by asserting that the company risked being sued in California for reporting its greenhouse emissions to the Carbon Disclosure Project.
Other Environmental Issues
The remaining environmental proposals include a few new initiatives and a number of resubmissions. Members of the Investor Environmental Health Network (IEHN), formed in 2006, are continuing to file resolutions specifically on product toxicity, though the number is down somewhat because of successful negotiations with companies late last year. Two pending proposals are at DuPont and both deal with the controversy over its use of PFOA (perfluoro-octonoic acid) in the production of Teflon and other products. DuPont says that although animal studies suggest the substance may be harmful, human health evidence does not confirm these findings. The company has said it discloses sufficient information on PFOA in reports filed at the SEC and on its Web site.
For the first time, the issue of PFOA was raised at a company besides DuPont. The United Methodist Church Pension Board asked carpet manufacturer Mohawk Industries to issue a report discussing the feasibility of a phase-out of the use of PFOA and polyvinyl chloride. The church fund said it withdrew the proposal after constructive discussions with the company.
IEHN member Trillium Asset Management has filed a new proposal at Apple. The proposal asks for a report "on the feasibility of adopting a policy of becoming a leader in the use of safe materials, by eliminating persistent and bioaccumulative toxic chemicals, and all types of brominated flame retardants and PVC plastics." Concern over the toxic components inside computers is part of the motivation for a second resolution at Apple. As You Sow tells ISS it is again asking the computer giant to report on "ways to improve its computer recycling programs."
Sustainability Reporting
In recent years, a growing number of organizations and interest groups have promoted the concept of “sustainability” as a goal for both countries and corporations. A shareholder campaign on the issue is now in its sixth year and picking up steam. Proponents include New York City's pension funds, prominent social investment funds, and church groups. The resolved clauses of the pending proposals simply ask companies to provide "sustainability reports." The supporting statements recommend that the companies use the sustainability reporting guidelines of the Global Reporting Initiative to prepare a report.
In the past, a number of sustainability resolutions have been withdrawn after companies agreed to provide reports, and this year is no exception. Proposals have already been withdrawn at American Electric Power, American Express, Baker Hughes, Burlington Northern, Costco Wholesale, Dean Foods, El Paso, General Dynamics, Morgan Stanley, Office Max, Sears, Sprint Nextel, Williams Company, Unit Corp., U.S. Bancorp, and Xerox.
In past years, some companies have had success in getting resolutions on sustainability reports omitted on grounds that the reporting the firms were already doing made the proposal moot. Honeywell International has succeeded with that argument this year.
*This article appeared in this week's edition of ISS' Governance Weekly.
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