December 04, 2020
Proxy Season 2020: Tales From the Trenches
December 04, 2020
Proxy Season 2020: Tales From the Trenches
December 04, 2020
2020 will be a year not soon forgotten. As the calendar approached the Ides of March most asset managers were transitioning to a full work-from-home model as many corporations wrestled with the logistics of holding their annual shareholder meetings. Despite the global lockdown during the height of proxy season, the proxy plumbing apparatus creaked on. Companies adjusted either by postponing their annual general meeting (AGM) a few weeks or by using a virtual-only format to meet their obligations to shareholders.
As an active manager, our stewardship activities—voting and engagement—are key tools in the oversight of management and corporate boards. While we believe quality management is important to long-term value, we do not always agree with management on every aspect of their governance and sustainability profile, as this report will highlight.
Key 2020 Proxy Voting Trends
MSIM observed three main trends arising from the 2020 proxy season:
First, in the U.S., a record number of environmental- and social-related shareholder resolutions gained majority support in 2020 (20 proposals, up from 12 in 2019 and 10 in 2018),1 despite efforts by some market participants to dramatically curtail the ability of shareholders to file such resolutions. Morgan Stanley Investment Management (MSIM) believes that supporting well-written, targeted proposals is an important tool in our stewardship toolkit. Most shareholder resolutions are precatory in the U.S. context, representing only about 1% of proposals voted, but even so, supporting proposals can send a powerful signal to the board and management that shareholders believe the topic of the proposal merits attention. Shareholder resolutions are a useful tool to identify emerging issues and systemic risk. The shareholder proposal process has worked well for many years, and much of current corporate governance best practices started out as a lone shareholder resolution that likely did not garner initial support. Attempts to eliminate or make this process more onerous would be a disservice to shareholders, who over the years have improved corporate governance standards and brought light to material environmental and social issues through this process.
Second, an important part of the MSIM voting process is pre-meeting engagement, especially with larger holdings and identified key voting issues. We would like to acknowledge the efforts of our investee companies to accommodate our requests for engagement; year-over-year we did not experience any drop off in volume of the number of engagements conducted.
The pandemic catapulted the “S” of ESG to the forefront, as engagement on human capital management and worker safety took on a more prominent role in 2020. Accordingly, this year our routine pre-meeting engagements, which generally focus on ballot issues, had an added emphasis on worker well-being, staff reductions and worker pay as COVID-related state lockdowns expanded. While worker well-being was not on the ballot per se, MSIM articulated an expectation to our investee companies that their boards and management needed to pay extra attention to the workforce during these unprecedented circumstances.
Third, 2020 tested companies’ ability to hold virtual meetings. While proxy season stretched out longer than usual, MSIM did not experience any significant issues in executing votes despite the
unprecedented conditions for meetings. Moving to a virtual-only model became a necessity during the pandemic; MSIM believes companies made the right choice this year in protecting their staff and shareholders. And while MSIM does not typically attend annual meetings in person, we do believe that there are benefits, in normal times, to holding in-person annual meetings. That said, we think it likely that a hybrid model will emerge from the pandemic whereby companies still hold an in-person meeting but potentially allow for more virtual participation. We will not look favorably on companies or boards that appear to be using virtual meetings as a tool to quell shareholder questions or dissent. Companies that use technology to support in-person meetings will need to be more transparent about the process and make it easy for shareholders to participate.
Proxy Advisory Oversight
MSIM views proxy voting as an integral part of the investment process and ownership oversight as a key stewardship activity. MSIM reviews proxy research from Institutional Shareholder Services and Glass Lewis to inform our decision-making, but makes all voting decisions in-house according to the MSIM Proxy Voting Policy and Procedures. We do not rely on external advisory firms’ recommendations, which can tend to make proxy voting a rote, box-ticking exercise. MSIM’s Global Stewardship team conducts annual due diligence of its proxy advisors to review their research processes and procedures.
Our 2020 Voting Record
Many of the issues that make their way onto a proxy card are routine, presented by management and warranting shareholder support. Here, we will summarize MSIM’s voting record on key issues during the 2020 proxy season (directors, compensation, shareholder resolutions), highlight where we differed from management and advisory firms, and provide additional insight into our overall approach to proxy voting. Data covers shareholder meetings conducted January 1, 2020, through September 30, 2020.
Voting statistics at a glance
MSIM voted at 5,800 meetings on approximately 64,000 proposals. We agreed with management’s recommendation 91% of the time and against it 9% of the time (cf. 2019, when we voted 94% in favor of management recommendation). MSIM does not rely on vote recommendations from proxy advisory firms, but we do track how our votes align with the advisory firms’ recommendations. While some market participants believe advisory firms play an outsized role in proxy voting, MSIM does not share this view. We believe we have a strong track record of voting against management on key issues and a record of voting differently from the proxy advisory firms. For example, in 2020, when ISS recommended against a management proposal, we agreed with that recommendation 70% of the time; when ISS recommended for a shareholder resolution, we agreed 75% of the time; when ISS recommended for a shareholder resolution in the U.S., MSIM agreed 64% of the time.
We will provide an overview of our voting record for two key management proposals, say-on-pay and election of directors, and for shareholder resolutions addressing both governance and environmental/social matters.
As long-term investors, we support remuneration policies that align with long-term shareholder value. In 2020, we voted against advisory firm votes on compensation (“say-on-pay”) 23% of the time on approximately 1,844 proposals in the U.S. While the U.S. stock market ended the 2019 financial year higher, year-over-year, we were surprised by double-digit increases in total reward opportunity as the market took a severe dip in the last weeks of February/early March. Despite the stock market recovery in the months that followed, we believe operating metrics in many sectors will struggle to outpace last year’s gains. With an eye toward 2021 proxy season, we will be assessing executive pay through the lens of the board’s response to the impact of the pandemic on earnings. A challenge for compensation committees and boards will be to compensate key talent in these troubling times while balancing macro headwinds.
Executive compensation is an important indicator of board oversight, and we consider it a window into the efficacy of the board. MSIM considers advisory votes on remuneration on a case-by-case basis and votes against when there are structural pay issues or the pace of pay increases is faster than company performance.
MSIM reviewed approximately 600 proposals (ex-France) and voted against 23% of them in total. However, this varied by country. For example, we voted against 44% of proposals in Belgium as many of these companies put the matter to a vote for the first time and lacked disclosure investors might expect in other developed markets. In contrast, in the United Kingdom we voted against 12% of remuneration proposals. The U.K. was the first market to introduce mandatory say-on-pay on ballots (2003) and is a market characterized by a long history of shareholders engaging companies on remuneration plans. Asian markets outside of Australia do not offer shareholders an opportunity to vote on executive remuneration. That said, overall pay levels are generally lower compared with their counterparts in North America and Europe and as such are less of a concern relative to other corporate governance issues.
ELECTION OF DIRECTORS
In 2020, MSIM voted on approximately 24,000 directors and withheld support 6% of the time. One issue that has received more attention in recent years is board diversity. When we voted against directors, 18% of the time it was because of a lack of board diversity, which aligns with our belief that more diverse perspectives in the boardroom lead to better risk-adjusted decisions over the long term, particularly in an increasingly complex environmental and social operating context. While data on a board’s gender diversity is easier to obtain, we do consider all forms of diversity—including ethnicity, professional background and educational background. We continue to explore the use of new data sets for monitoring this topic and to encourage greater disclosure from companies on these topics.
Shareholders in the U.S. and certain other markets regularly submit proposals encouraging changes in company disclosure and practices related to particular governance, environmental or social issues. MSIM considers proposals on a case-by-case basis by determining the relevance of the issues identified in the proposal, their likely impacts on shareholder value and industry best practices. We also take into account a company’s current disclosures and our understanding of its management of material social and environmental issues in comparison to peers or governance characteristics in relation to similarly sized companies.
Although shareholder proposals are precatory, we view them as an opportunity to signal to management certain topics that we believe warrant greater focus or attention given the company’s business model or emerging ESG risks and opportunities. While we use our engagement touchpoints to communicate these views to management, shareholder proposals are another helpful tool for emphasizing that message.
Through September 30, 2020, MSIM reviewed 432 shareholder resolutions in the U.S. We supported the proposals 49% of the time. Our vote differed from the ISS policy recommendation 28% of the time. We believe that all shareholder proposals warrant careful scrutiny and that, particularly as an active investment manager, our voting decision should be informed by our engagement history with a company. In our view, some proposals are not targeted well or the company in question has already implemented the basis of the proposal. As such, evaluating a manager’s voting record looking merely at support levels for all resolutions is inevitably a limited view of the weight given to ESG factors in a manager’s investment process. MSIM tends to support proposals that are relevant to the shareholders and proposals focusing on companies that may be lagging peers in disclosure or practice.
Surprisingly, only 155 of the 432 proposals we reviewed (36%) related to an environmental or social issue, which bucks the trend over the last two years of more than 50% of all proposals being related to environmental or social issues. For the fourth consecutive year, the majority of shareholder resolutions lodged in the U.S. related to environmental or social concerns, though only 44% came to a vote after omissions and withdrawals. The total volume of environmental and social proposals is down 13% since 2017.2 We attribute some of the decline to the uptake in corporate reporting and to more attention being paid to these topics by boards and management. Around 90% of all S&P 500 companies had a Corporate Social Responsibility or Sustainability Report as of FY2019, for example, up dramatically from FY2012.3
Through September 30, 2020, MSIM reviewed 277 shareholder resolutions at U.S. companies related to some change in the company’s governance, board structure or remuneration. This represented 64% of all U.S. shareholder resolutions reviewed. MSIM supported 42% of governance and remuneration shareholder resolutions. Display 5 highlights the eight most common types of proposals reviewed.
MSIM has high support for resolutions that we view as promoting best-practice governance structures in the U.S. context, such as majority voting in the elections of directors, annual board elections, one-share/one-vote capital structures, ability to call a special meeting and reducing supermajority vote levels. We review our votes on independent board chairs and various remuneration proposals on a case-by-case basis and evaluate a number of factors before supporting. While it is common at non-U.S. firms to have an independent board chair, the structure is less common in the U.S., with approximately 70% of large-cap companies combining the role of CEO and board chair. MSIM tends to support separating the roles if we believe there have been persistent performance issues—an entrenched board or a weak lead director—because specific governance indicators are best understood in the context of the entire governance system and culture of a company.
Prior to the introduction of say-on-pay votes in the U.S., shareholder resolutions related to compensation would dominate the proxy season. This year compensation-related proposals accounted for only 11% of governance-related proposals reviewed and 7% of overall shareholder proposals. While we supported a little more than half this year, we have additional avenues to voice our concerns with compensation via a vote against management-sponsored say-on-pay proposals or a vote against the compensation committee chair or members. With the say-on-pay vote complemented by engagement, we believe we have a number of ways to articulate our pay preferences to companies.
One area that has not warranted our support is proposals requesting the company adopt measures to provide for written consent. While this garnered the most governance-related proposals in 2020 (22%) and gained high shareholder support, MSIM believes that written consent can disenfranchise shareholders and would prefer the ability to vote at an annual or special meeting.
SOCIAL AND ENVIRONMENTAL PROPOSALS
Through September 30, 2020, we voted on 155 shareholder resolutions relating to environmental or social topics in the U.S. This represented 36% of all shareholder resolutions reviewed. Overall, MSIM supported 61% of social and environmental proposals reviewed. Display 6 highlights the five most requested types of proposals, representing 70% of environmental and social proposals reviewed.
MSIM recognizes that climate change poses risks to the global economy. When voting on climate proposals, we may take into consideration a company’s disclosures compared to peers, its alignment with Task Force on Client- Related Financial Disclosures (TCFD) recommendations and the extent to which it has set Paris Aligned Investment Initiatives goals. This rationale has resulted in a tilt toward supporting more climate resolutions at U.S.-based companies, which tend to lag behind their global peers on climate reporting and transitioning to a low-carbon economy. We also supported several proposals requesting that companies set greenhouse gas (GHG) emissions reduction targets when we believed the companies were lagging behind peers in setting targets or where GHG emissions could be a material business risk. That said, we expect companies to demonstrate improved disclosures around climate-related issues. We will continue to monitor actions taken to mitigate the impact of global climate change on the company’s business and the company’s impact on the global climate.
Political Lobbying and Spending Proposals
Shareholders have increasingly targeted U.S.-based companies with resolutions related to their transparency around political contributions and lobbying in recent years. MSIM believes that excessive or undisclosed spending on political contributions and lobbying can present reputational risk for both companies and investors. To inform our vote, we review a number of factors including a company’s current disclosures, peer disclosures and research from the Center for Political Accountability.
Human Rights Proposals
We generally supported proposals requesting companies to provide disclosure on how they approach human rights risk in their own operations or on their human rights due diligence processes in their supply chains. We believe that human rights violations not only present legal and reputational risk for companies; they also detract from the value and sustainability of the global economy.
Diversity and Inclusion Proposals
MSIM believes that diverse and inclusive workplaces lead to more productive and innovative work environments and that the boardroom plays a powerful role in laying the foundation for more diverse and inclusive workplaces. In 2020, our votes generally supported proposals that asked companies to disclose more information on the diversity breakdowns of their workforces, including gender and racial diversity, or on their policies and programs for improving diversity and inclusion.
Gender/Racial Pay Gap Proposals
We believe human capital management is a key issue for most firms and the fair treatment and retention of diverse talent is critical to companies being able to compete for the most talented labor pools wherever they operate. MSIM reviewed 12 resolutions asking companies to report on their policies and goals to reduce compensation disparities based on gender and race. While many companies provide some information and data on gender pay differences for like work, few report on the overall disparity between men and women. The raw pay disparity number can be helpful in illuminating a company’s “leadership gap” or the extent to which women are disproportionately in lower-paying positions than men. A broader discussion around classifying race for the purposes of this kind of disclosure merits further review.
If you have any questions about this document, please contact Drew Hambly, head of MSIM Global Stewardship, at firstname.lastname@example.org.
Related documents are publically available at www.morganstanley.com/im/esg.
Morgan Stanley Investment Management’s Proxy Voting Policy and Procedures
Morgan Stanley Investment Management’s Engagement and Stewardship Principles
Morgan Stanley Investment Management’s Global Stewardship Report
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