Say on Climate votes: will this global initiative take off?

Torys Quarterly: Rethinking cross-border business

Investors around the world are increasingly expecting companies to adopt credible climate transition plans and strengthen their climate-related disclosures.

To advance these efforts, some investors are calling on companies to commit to disclosing their greenhouse gas (GHG) emission reduction plans and holding a non-binding advisory shareholder vote (Say on Climate) on those plans.

Rise of the Say on Climate initiative

In 2020, TCI Fund Management and its related charitable foundation Children’s Investment Fund Foundation (collectively, TCI) launched the Say on Climate initiative, and has been seeking support from companies, investors, proxy advisors, regulators and market commentators. Say on Climate is modelled on “Say on Pay” votes, where shareholders cast a non-binding advisory vote on a company’s executive compensation package at the company’s annual meeting.   

Since TCI introduced Say on Climate last year, the initiative has spread. Spanish airport group Aena became the first major company in the world to commit to holding Say on Climate votes at its annual meetings, beginning in 2021. The movement has also come to Canada, with Canadian National Railway’s management putting its climate action plan to a successful shareholder vote at its 2021 annual meeting and committing to hold Say on Climate votes at future annual meetings. In addition, Canadian Pacific Railway’s shareholders voted in favour of TCI’s shareholder proposal, which CP supported, to hold a Say on Climate vote beginning with CP’s 2022 annual meeting.

Globally, at least nine other large companies (including Moody’s Corporation, Nestlé, Royal Dutch Shell, S&P Global, Total and Unilever) have held, or committed to hold, a Say on Climate vote beginning with their 2021 annual meeting. Several other companies (including LafargeHolcim, M&G, Rio Tinto and Woodside Petroleum) have committed to hold Say on Climate Votes beginning with their 2022 annual meetings.

Emerging pressure from investors to adopt Say on Climate appears poised to continue. In North America, the shareholder advocacy group As You Sow reported that it had sent letters to 75 companies in 2020 asking for net zero transition plans and Say on Climate Votes and had filed resolutions to be considered at the 2021 meetings of Booking Holdings, Monster Beverage and Union Pacific. As You Sow has indicated that it plans to send hundreds more letters and file resolutions with companies that refuse to adopt Say on Climate votes.

Market response

There is strong support among investors and market commentators globally for companies to adopt climate action plans and report on their progress. Proponents of Say on Climate believe that shareholder advisory votes on companies’ climate transition plans will help make companies accountable for making meaningful progress on their plans, signal to companies the extent to which shareholders support the company’s strategy and efforts, and provide an early warning signal of shareholder dissatisfaction with a company’s climate action plan, short of voting against (or withholding votes from) individual directors.

Some investor groups, such as the UK’s Local Authority Pension Fund Forum, Legal & General Investment Management, and Oxford University Endowment Management have expressed support for Say on Climate votes. And companies such as CN and CP, among others, have seen management-initiated or supported resolutions providing for Say on Climate votes pass with high approval levels1.

According to Glass Lewis, however, some other institutional investors (including Vanguard, State Street, CALPERS, the New York State Common Retirement Fund, and the Office of New York City Comptroller) have acknowledged certain challenges related to Say on Climate votes. For example:

  • Because climate transition plans are complex and company-specific, some commentators have suggested that the market is not yet equipped for these votes to take place on a widespread basis, as it will require substantial expertise and resources for investors to evaluate each plan and the company’s progress toward meeting its goals. And, until a shared set of climate change disclosure standards is widely adopted by the market, investors could find it challenging to conduct any meaningful, comparative analyses of peer companies2.
  • If many companies decide to hold Say on Climate votes every year, there is a concern that institutional investors and their advisers will have to allocate considerable expertise and resources to assess routine company plans and progress reports during the compressed proxy period. This could leave fewer resources available for analyses of, and engagements with, companies that are particularly vulnerable to climate change risks and that have less developed climate action plans or progress reports.

Conclusion

It is too early to predict how common Say on Climate votes may become in the North American market. Companies looking for opportunities to demonstrate leadership and accountability with respect to their climate action plans and related disclosures may view the Say on Climate movement as a means of earning greater investor confidence in their approach. However, since the primary drivers for Say on Climate votes are increased disclosure and accountability, the initiative ultimately may play a transitionary role as more companies begin to ramp up their climate change disclosure and GHG mitigation practices in response to evolving investor expectations and regulatory initiatives3.

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With assistance from Mackenzie Birchard, summer student.

1 Of the ten companies we identified that have held management-initiated or supported Say on Climate votes in 2021 to date, the average approval level was approximately 93% (with all but two companies receiving favourable votes of 90% or more). Shareholder proposals calling for Booking Holdings, Charter Communications and Union Pacific to hold Say on Climate votes received favourable votes in the range of approximately 30-56%, despite management’s recommendations against such proposals.

2 For more information on climate transition disclosure frameworks, see Torys’ article ESG and Climate Change.

3 For example, Ontario’s Capital Markets Modernization Taskforce has recommended that the Ontario Securities Commission adopt climate change disclosure rules, a proposal that was endorsed by the Ontario government in its 2021 budget. In the United States, the Securities and Exchange Commission is soliciting feedback on the adequacy of, and potential improvements to, the existing disclosure framework for climate change information and its Corporate Finance Division is looking closely at public companies’ climate-related disclosures. President Biden also has issued an executive order calling upon federal agencies to assess the potential impact of climate change on the economy and take steps to address it in their policy-making and supervisory activities.

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