Trillium’s 2013 Corporate Engagement Highlights

Over the course of the 2013 proxy season that just ended, Trillium directly engaged over two dozen major U.S. corporations with shareholder proposals and hundreds more via sign-on letters and other forms of outreach. Our shareholder proposal engagements addressed a wide range of concerns including climate change, human rights, discrimination in the workplace, a free and open Internet, privacy and data security, financial institution responsibility, political and lobbying spending, and board diversity. While we cannot cover all of our work here, following are key highlights.

Climate Change

Fugitive methane emissions from natural gas production have a 72X greater impact on global temperatures than CO2 over a 20-year time frame and potentially contribute 20% of short-term global warming impact. This is one reason why the International Energy Agency recently stated that cutting expected methane emissions in half is one of four meaningful steps we can take right now to address rising temperatures.

Current reporting by natural gas companies is inadequate and there is a large disconnect between industry estimates and scientific findings. Academic studies have identified methane leakage rates of up to 9%, over 3X Environmental Protection Agency (EPA) estimates and 5X industry estimates. The short-term climate benefit of natural gas over coal is reportedly negated when leakage rates exceed 3.2%.

Accordingly, Trillium was the first to file shareholder proposals asking corporate leaders to disclose how fugitive methane emissions are managed throughout the value chain. The proposals drew strong first year votes at the following companies where we filed: Spectra Energy 35.4%, Range Resources 21.7%, and Oneok 38.2%. We will be following up with the companies on these very high votes since a strong program of measurement, mitigation, target setting, and disclosure would indicate a reduction in regulatory and legal risk, a maximization of the amount of gas for sale, and an enhancement of shareholder value.

Board Diversity

A number of studies now underscore the relationship between corporate boards with one or more women and strong corporate governance and financial health. With these concerns in mind, Trillium filed board diversity shareholder proposals at Superior Energy, Hartford Financial, Zimmer Holdings, and Lowe’s seeking public commitments to board inclusiveness to ensure that women are sought as part of every board search.

Hartford Financial and Zimmer each had one woman on their boards at the filing time, but noticeably lagged peers on gender diversity. Following successful engagements, all four companies agreed to amend their governance documents to make diversity an intentional part of board nominee search criteria. Subsequently, Trillium withdrew the proposals. Superior Energy’s revisions were among the strongest. It gave a clear directive to its nominee committee to expand its search beyond those qualified in the oil and gas industry to include those who have “achieved a high distinction in their chosen field.” And, in mid-May Hartford Financial appointed a woman to its Board and communicated with us shortly afterward that its actions were “evidence of its ongoing commitment to diversity and board inclusiveness.”

Lesbian, Gay, Bisexual, Transgender (LGBT) Workplace Policies

This past fall, we had several successful engagements with companies asking them to include protections for sexual orientation and gender identity in their nondiscrimination policies and codes of conduct. Following dialogues with Trillium, W.W. Grainger and Reinsurance Group of America agreed to explicitly prohibit discrimination on the basis of gender identity and expression. We also filed proposals at Sealed Air and East West Bancorp, which agreed to add both sexual orientation and gender identity protections to their codes of conduct and equal opportunity policies. We are also engaging with Amgen on how it can best provide an equal and inclusive workplace.

Network Neutrality

Our network neutrality shareholder proposal at Verizon* received an astonishing 24.1% at the company’s annual meeting in May. This very high vote comes at a critical time as Verizon is asking a federal court to throw out the few free speech protections the Federal Communications Commission has provided in its limited network neutrality rules.

Political and Lobbying Spending Transparency

Continuing our years of work on political and lobbying spending, including significant successes at many companies, we filed new shareholder proposals at two companies:  Hess (political contributions) and Endo Health Solutions (lobbying spending). The Hess proposal received one of the highest votes of the year, 46%, and we are currently in dialogue with the company discussing how it will address this clear shareholder concern. We are also in discussions with Endo since it has agreed to enhance its disclosure substantially. Our proposal at UnitedHealth Group, calling for greater transparency with respect to its lobbying, drew 24.5 % of the vote and will be the basis of an ongoing dialogue.

Too-Big-To-Fail

Because Citigroup is not only too-big-to-fail, but also too-big-to-manage, we filed, along with the American Federation of State, County and Municipal Employees (AFSCME), a shareholder proposal asking the company to explore ways it can restructure. We believe that a simplification and de-risking of its business model is good for shareholder value and would also remove a significant social risk to the millions of poor and marginalized workers that are threatened by too-big-to fail bank mistakes. Unfortunately, the Securities and Exchange Commission (SEC) allowed the company to exclude our proposal from the company’s proxy. Despite this setback, we believe that the proposal was instrumental in putting pressure on Citigroup.

Privacy

Trillium was very happy to withdraw its shareholder proposal at Apple after the company agreed to update its Board’s Audit and Finance Committee charter to include responsibility regarding regulatory, legislative, and reputational privacy risks that confront the company. The improvements to Apple’s governance will help the company protect the privacy of its customers and the prosperity of the company.

*In addition to engaging with our core portfolio companies, Trillium also conducts advocacy on selected companies (identified with an “*”) that are not in our core portfolios but are held as legacy positions in client portfolios. These are companies that may not meet our minimum social and environmental criteria, but that we still seek to improve.