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Why Proxy Votes Are Important for ESG Investing

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When investing client assets in ESG-focused funds, don’t just consider a fund’s investment strategy and holdings; look also at its proxy voting history and current votes on shareholder resolutions, now that the proxy voting season is underway. What you find may surprise you and/or your clients.

According to a new report from Morningstar focused on climate-related shareholder resolutions in 2018, only funds from traditional socially responsible fund companies like Calvert (owned by Eaton Vance) and Pax World Funds voted consistently in favor of climate-related proxies that garnered the support of more than 40% of shareholders.

ESG funds from more traditional fund companies like BlackRock and Fidelity often voted against those resolutions. BlackRock opposed more climate change resolutions than other traditional asset managers, according to Morningstar, despite statements by CEO Larry Fink about the importance of environmental, social, and governance issues for corporate valuations, included in his annual letter to CEOs.

“Much of the focus when evaluating funds with an ESG mandate is on the screens and research used to decide which companies to include in a portfolio,” writes Jackie Cook, Morningstar’s director of sustainable stewardship research.But proxy voting and engaging with corporate management are two other ways in which funds can have a more direct impact on corporate policies that align with their ESG mandates.”

Note that fund companies must disclose their proxy vote, not their engagement with companies on ESG or other issues.

According to the Morningstar report, Fidelity index funds, managed by Geode Capital Management, and State Street funds, including its index SPDR funds, voted in favor of climate change shareholder resolutions close to half the time in 2018 — a far higher percentage than BlackRock and Vanguard – and more frequently than in previous years.

But State Street, Fidelity, Vanguard and BlackRock all voted similarly on 2018 shareholder resolutions concerning executive pay, favoring 15% or fewer of them, according to a report on the most overpaid CEOs published by As You Sow, a nonprofit organization focused on shareholder advocacy.

CEO pay will be one of many subjects included in this year’s proxy voting season, but climate change and corporate political activity, which together accounted for just under 40% of resolutions last year, will account for almost 50% this year, according to As You Sow’s Proxy Preview, a total of the 386 shareholders resolutions filed as of mid-February with another 303 still pending.

Two resolutions that won’t be appearing are those asking Goldman Sachs and Wells Fargo to reduce the full carbon footprint of their loan and investment portfolios in alignment with the 2015 Paris Agreement’s goal of maintaining global warming well below 2 degrees.

The SEC recently granted the banks the right to exclude those shareholder resolutions from proxy votes, calling each “an overarching requirement” that would essentially “micromanage” the banks, impinging on the judgement of management, which is overseen by their corporate boards.

The decisions reflect new guidance the agency issued last year that essentially widened the definition of micromanagement for purposes of proxy votes.

The SEC is considering changes to its proxy rules that could affect the influence of proxy consulting services on the institutional investors they advise on such issues as executive pay and climate change.

SEC Chairman Jay Clayton has also said the agency will consider raising the ownership thresholds required for shareholders to submit proposals for proxy votes as well as the support needed for resubmissions of proposals in later years.