Shareholder engagement In this lecture Shareholder dialogue is the set of practices whereby shareholders (i.e. equity investors) try to influence corporations by communicating directly with their executives, often by filing resolutions for proxy votes on ESG issues. It is a key tool if the goal is to influence corporations. But, how to do it successfully? What are the challenges? Activism https://www.alamy.com/protesterssitting-on-the-ground-blocking-theroad-during-the-demonstrationclimate-change-activists-fromextinction-rebellionimage439904545.html A recent protest in the UK by Just Stop Oil. Jan 2023 Shareholder engagement Tim Smith at GM’s Annual Shareholder Meeting, 1971. Source: http://www.iccr.org/abouticcr/history-iccr Resolution withdrawal avoids reputational threat Resolution filed Corporation open to dialogue? No dialogue Annual shareholder meeting Shareholder dialogue If there is dialogue, resolution withdrawn Habermas Why is engagement effective? Reputational threat Dialogue Shareholder resolutions covered by the media pose a reputational threat, increasing investors’ perception of company risk Shareholders use resolutions to engage in dialogue with management. This works if it is mutually meaningful, parties develop flexibility, and understand each other’s constraints “ Influence can take the place of strategic action, or action oriented to success in influencing the actions of other rational actors. Or, it can take the place of communicative action, which transmits and renews cultural knowledge, in a process of achieving mutual understandings. Jurgen Habermas (1929- ) Habermas Why is engagement effective? Reputational threat Dialogue Shareholder resolutions covered by the media pose a reputational threat, increasing investors’ perception of company risk Shareholders use resolutions to engage in dialogue with management. This works if it is mutually meaningful, parties develop flexibility, and understand each other’s constraints Strategic action Communicative action Engagement: key question Question: How can engaged parties switch from strategic to communicative action? Answer: Through a process that includes trust, common ground, and deliberation Based on Logsdon and Van Buren (2008), Ferraro and Beunza (2018) “ Common ground is the set of presuppositions that actors, as a result of their ongoing sensemaking and interaction with others, take to be true—and believe their partners also take to be true. Surprisingly, very little research exists on how common ground is established in and through repeated interactions Cornelissen and Werner (2014) Common ground 49 Stroud Green Road London N4 3EF A belief held in common Inter-faith Center on Corporate Responsibility • Founded in 1971, headquartered in NYC. Includes 275 institutional investors with more than $100 billion under management. • Primarily faith-based institutions such as the United Methodist Church, the Evangelical Lutheran Church in America. • Secular asset managers such as Domini Social Investments Sister Patricia Daly • A nun who as a leader in the field of socially responsible investing took on corporate behemoths like General Electric, Ford and ExxonMobil • Executive director and galvanizing force of a group of religious orders that used the ownership of shares by their pension funds as an entree to challenge corporate executives to act more responsibly on a range of issues, including environmental protection, climate change and social justice. 1997-99: Establishing dialogue Sister Daly filed resolution against funding of Global Climate Coalition Resolution: Under Bill Ford… positive steps 98 Ford Resolution withdrawn 99 “Sister, I’m completely supportive of what you’re doing.” 1999 Ford’s Citizenship Report: “we contribute to greenhouse gas” “We’re leaving GCC” GM: No action GM: No action GM: Last to leave Trust 2004: Climate risk as Common Ground Resolution: Climate change is an emerging business reality 04 Withdrew Ford resolution 05 Publishes Climate Risk Report, with business implications of reducing emissions Launches Escape hybrid SUV Climate change a “public policy” issue Common ground “ Common ground facilitates a process of deliberation that can yield solutions to disagreements without requiring full consensus. It turns the problem of overcoming disagreement on its head: instead of submitting an issue to rational debate, our model calls for the reconfiguration of the actors’ positions around shared elements, which then form the basis for experimentation and further deliberation. Ferraro and Beunza (2018)