Trillium Files Four Board Diversity Shareholder Proposals for 2015

December 2014: During the fourth quarter of 2014, Trillium Asset Management (Trillium) filed shareholder proposals related to board diversity with Chipotle Mexican Grill (NYSE:CMG), Citrix Systems (NASDAQ: CTXS), Discovery Communications (NASDAQ:DISCA) and eBay (NASDAQ:EBAY).
Trillium is co-lead filer with Mercy Investment Services, Calvert Investments and Portico Benefits, an affiliate of the Lutheran Church on the proposal with Discovery Communications, with support from Boston Common Asset Management. The New York State Common Retirement Fund joined Trillium in filing at eBay with Pax World and the United Methodist Foundation joining as co-filers.
Trillium believes that diversity, inclusive of gender, race and ethnicity, is a critical attribute of a well-functioning board and a measure of sound corporate governance. A number of studies now underscore the links between greater board and management diversity and improved governance practices and financial health. This has been particularly noticeable when there are three or more women on a board[1].
Despite the data, only 16.9% of Fortune 500 board seats are held by women. This represents only a 3% gain in board seats over the past decade — while women now constitute 47% of the US workforce. [2]
The proposals ask each company’s Board of Directors to report to shareholders on its practices to increase diversity on the Board as well as provide an assessment of the effectiveness of these efforts. Further, we have asked for a description of how the Nominating and Corporate Governance Committee, consistent with its fiduciary duties, takes every reasonable step to include women and minority candidates in the pool from which Board nominees are chosen.
“A recent survey by Price Waterhouse Coopers, representing more than $11 trillion in managed assets, revealed that nine out of ten investors believe boards should be revisiting their director diversity policies”, said Susan Baker, Trillium’s Vice President Shareholder Advocacy and Corporate Engagement. “Working with investor partners and the Thirty Percent Coalition we have had productive dialogues with nominating committee chairs. The issue is about the demand for qualified women candidates, not supply. So we will continue to ask companies to improve their governance practices and include women in every Board nominee search.”
“Working with our institutional investors, the Thirty Percent Coalition encourages dialogue and provides resources to companies to assist them in accomplishing their gender diversity objectives”, said Charlotte Laurent-Ottomane, Executive Director of the Thirty Percent Coalition. “Over the past three years, following the Coalition’s Institutional Investors collaboration with shareholders, close to 20 women have been appointed to a corporate board,” Laurent-Ottomane continued.
[1] Barta, Kleiner and Neuman “Is there a Payoff from Top-Team Diversity?” The McKinsey Quarterly April, 2012; “Gender Diversity and Corporate Performance” Credit Suisse AG, August 2012;V.W. Kramer, A.M. Konrad, and S.Erkut, “Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance,” Wellesley Centers for Women, Paper No.WCW11, 2006
[2] “Getting On Board: Women Join Boards at Higher Rates, Though Progress Comes Slowly” December, 2012 , Ernst & Young, LLP Corporate Governance Group

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For More Information: Randy Rice, Trillium Asset Management, 617-515-6889, rrice@trilliuminvest.com
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