Crises Will Define 2021 Proxy Voting Season, with a Focus on Human Capital, Board Diversity, Corporate Political Activity, and Climate Change at Virtual Shareholder Meetings

New proxy season preview study builds on a multi-year analysis of shareholder voting trends across the Russell 3000 and S&P 500

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The Conference Board

Jan 28, 2021, 08:30 ET

NEW YORK, Jan. 28, 2021 /PRNewswire/ -- The pandemic, racial protests, conflict attending the recent Presidential election, and ongoing concerns about the environment will help to define the upcoming 2020 proxy season, further accelerating trends that have been building over the past few years.

Released today, 2021 Proxy Season Preview and Shareholder Voting Trends (2017-2020) builds on a multi-year analysis of corporate filings across both the Russell 3000 and S&P 500 indexes to provide insights for what's ahead in shareholder voting. The report is complemented by an online dashboard where data can also be analyzed by business sector and company size group. The project was conducted by The Conference Board and ESG data analytics firm ESGAUGE, in collaboration with the leadership advisory and search firm Russell Reynolds Associates and Rutgers Center for Corporate Law and Governance.

Insights and recommendations from this report include:

Boards should step up their oversight of human capital management (HCM) and expand company disclosures beyond those required by the new SEC rules, as the pandemic, recession, and racial protests are all focusing investor attention on human capital management (HCM). HCM resolutions focusing on workforce diversity, gender pay equity, and employee arbitration policies increased significantly in the 2020 proxy season. While average support remained below 50%, seven shareholder resolutions on HCM received majority support in the 2020 proxy season, compared to only four in the same period in 2018 and three in 2017, with the highest average support for proposals on diversity (38.2 percent for those on workforce diversity, up from 28.6 percent in 2017). The new SEC rules, and various voluntary reporting frameworks, provide a reference point for disclosures, but investors are looking for more comprehensive disclosure regarding the company's HCM strategy and the board's role.

"Companies should clarify and strengthen the role of the board of directors and its committees in the oversight of HCM," said Rusty O Kelley, co-leader of Russell Reynolds Associates' Board & CEO Advisory Partners. "This exercise includes reviewing committee charters and governance principles to ensure they clearly assign responsibilities. It also extends to assessing HCM performance and examining, with a critical eye, the company's workforce policies to eradicate bias that may affect the process for the selection, promotion, and compensation of employees and their managers."

Companies should be prepared to explain how boards are making gender and racial/ethnical diversity an integral part of the ongoing board (and CEO) succession planning process. While this is particularly important for those smaller companies where diversity is still lacking, even companies with some diversity in their top leadership should avoid the risk of being complacent on this important topic and of adopting a check-the-box, compliance approach. In 2020, with many shareholder votes cast before the death of George Floyd and protests for racial equality, proposals relating to the diversity of the board received an average level of support of 36.8 percent, significantly up from the 18.3 percent in 2018.

"Where more stringent prescriptions (such as the ones set for California-headquartered companies) do not apply, the efforts to improve diversity may include: requiring a diverse slate of candidates for each open position; ensuring that nominating committees, which take the lead in the director recruitment process, are diverse; and considering diversity when making board and committee leadership appointments to help leverage their networks," said Prof. Douglas S. Eakeley, Founder and Co-Director of the Rutgers Center for Corporate Law and Governance.

Expect increased support for shareholder proposals, and more comprehensive discussions with investors, on a broad spectrum of political activity. Support for shareholder proposals calling for transparency on political contributions has been increasing, with five resolutions that went to a vote in 2020 passing, while a dozen more barely missed the majority support threshold. While support for proposals on lobbying continued to lag, in 2020 there was renewed public scrutiny of the alignment between companies' stated values and lobbying activities of companies and their trade associations. With the recent attack on the Capitol and votes to block the certification of Presidential electors, companies should conduct a comprehensive inventory of their political activity, policies, and board oversight governing the full range of corporate political activity – financial contributions, lobbying, trade association affiliations, and public statements.

"Investors have long understood that corporate political activity can be important in supporting the execution of a company's business strategy, but they also see it as a significant source of reputation, business, and legal risk," said Paul Washington, Executive Director of The Conference Board ESG Center. "While some level of risk is probably unavoidable, companies need to assure investors that they have a handle on all of their political activity, not just corporate financial contributions, and that there is appropriate board oversight and management controls."

Expect support for climate and other environmental proposals to continue to grow beyond the energy sector. Thanks to the endorsement of larger institutions such as BlackRock, Vanguard, and State Street, support levels for climate-related proposals have been increasing, from 24.1 percent in 2019 to 31.6 percent in 2020. While one of these types of proposals passed in 2019, four of those that went to a vote in 2020 received majority support. Even companies outside the energy industries that have not yet done so should consider the benefits of a process to gather information on their carbon footprint, design an emission-reduction strategy, and address the business risks resulting from global warming.

"Companies should consider whether the board of directors and C-suites have sufficient expertise in relevant environmental matters," said Paul Hodgson, Senior Adviser at ESGAUGE. "While this recommendation certainly applies to carbon-intensive businesses, for which environmental sustainability has a specific strategic significance, the contribution to the oversight role of the board coming from a recognized leader in the field can be a driver of innovation even in other sectors of the economy."

The COVID-19 pandemic is likely to make virtual shareholder meetings a matter of necessity even in the 2021 proxy season. Many lessons can be learned from the experience of the last year, and companies should ensure they adopt technologies and protocols to safeguard shareholder participation.

"This is an opportunity for companies to engage with investors to underscore their commitment to shareholder participation and the measures the company has adopted (or intends to adopt) to facilitate the virtual meeting experience—especially during the Q&A session," said Matteo Tonello, Managing Director of ESG Research at The Conference Board and the author of the study. "It is particularly important to ensure clarity in proxy statements and other documents disseminated to shareholders on the procedures that should be followed to attend the meeting and ask questions."

Access the report and online dashboard here.

About The Conference Board
The Conference Board is the member-driven think tank that delivers trusted insights for what's ahead. Founded in 1916, we are a non-partisan, not-for-profit entity holding 501 (c) (3) tax-exempt status in the United States. www.conference-board.org

About ESGAUGE
ESGAUGE is a data mining and analytics firm uniquely designed for the corporate practitioner and the professional service firm seeking customized information on U.S. public companies. It focuses on disclosure of environmental, social, and governance (ESG) practices such as executive and director compensation, board practices, CEO and NEO profiles, proxy voting and shareholder activism, and CSR/sustainability disclosure. Our clients include business corporations, asset management firms, compensation consultants, law firms, accounting and audit firms, and investment companies. We also partner on research projects with think tanks, academic institutions, and the media.

About Russell Reynolds Associates
Russell Reynolds Associates is a global leadership advisory and search firm. Our 470+ consultants in 46 offices work with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today's challenges and anticipate the digital, economic and political trends that are reshaping the global business environment. From helping boards with their structure, culture and effectiveness to identifying, assessing and defining the best leadership for organizations, our teams bring their decades of expertise to help clients address their most complex leadership issues. We exist to improve the way the world is led. www.russellreynolds.com

About the Rutgers Center for Corporate Law and Governance
The Rutgers Center for Corporate Law and Governance is a project of the Rutgers University School of Law, located in Camden and Newark, New Jersey. The Center is an interdisciplinary forum for research, analysis, and discussion of current issues in corporate law and governance. The Center serves as a resource for students, faculty, alumni, and the business and nonprofit communities. Its objectives are to identify and promote best corporate law and governance practices and law reform, and to build bridges between Rutgers Law School, the business and nonprofit communities, government officials, and other Rutgers University units. For more information, visit https://cclg.rutgers.edu/

SOURCE The Conference Board