10 Corporate Use Flashcards
What are six benefits the SASB standards offer companies?
1) a minimum set of cost-effective and industry specific disclosure topics that provide insight into how a company generates enterprise value
2) a methodology for disclosing those factors in a comparable way for investors
3) a method for understanding and improving performance on sustainability-related value drivers
4) a way to comply with increased demand toward voluntary sustainability disclosure and in relevant jurisdictions, regulatory requirements
5) disclosure preparation guidance for external sustainability and financial reporting
6) a tool for establishing and improving management of sustainability topics most likely to impact enterprise value
What are factors that the financial services community are noticing about companies that lead them to survive and/or thrive?
Companies that innovate in the face of changing markets, effectively manage increasingly constrained natural resources, and best manage their workforce and long-term strategy will survive while other that don’t, won’t.
What began as a niche practice among values-oriented, socially responsible investors, and was largely viewed by the financial community as an effort to create positive impact while ____ financial rerturns, is now a mainstream practice where __________ and _________ have a direct (and positive) relationship.
sacrificing
“value” and “values”
….as largely viewed by the financial community as an effort to create positive impact while sacrificing financial rerturns, is now a mainstream practice where “value” and “values” have a direct (and positive) relationship.
What happens to companies as investors increasingly internalize sustainability information into core analysis and decision-making processes and adopt a longer-term view?
Companies are challenged to do the same
In a global survey by FTSE Russell, __________ of asset owners say their organization is implementing or evaluating ESG in their investment strategy.
More than half
A coalition of _____ investors representing $______ assets under management voiced their support for the Paris Climate Accord and urged global governments to enact policy to meet the goals in the agreement
631 investors
$37 trillion assets under management
Where can the most visible signs of increasing investor demand for sustainability disclosure be attributed?
It started with buy-side investment firms and large institutional asset owners, and now is increasing across the board making it a critical factor in sell-side research, credit risk analysis.
In short, sustainability information is sought by nearly all entities allocating capital
For example, most major _________ research firms, including _____, ______, ____, ______ (4 firm names) integrate ESG information into their research.
Sell-side research firms
Bank of America
Morgan Stanley
Goldman Sachs
Barclays
In a global survey of about 200 credit analysts, _____ percent say that ESG factors are integral to what they do, and ____ percent say that their firms have an explicit ESG policy in place.
83 percent say that ESG factors are integral to what they do
89 percent say their firms have an explicit ESG policy in place
What are 8 firms or jurisdictions that have explicitly advocated for the use of SASB standards?
–BlackRock 2020 Letter to Clients and CEOs
–Canada Pension Plan Investment Board (CPP Investments) Policy on Sustainable Investing
–Mexico’s Green Finance Advisory Council
–Morrow Sodali Institutional Investor Survey 2020
–Norges Bank Investment Management, Letter to Eumedion on non-financial reporting
–State Street Global Advisors, 2019 Letter from the President & CEO & “R-factor, Reinventing ESG Investing Through a Transparent Scoring System”
–Vanguard 2020 Letter from the Chairman & CEO, “An open letter to directors of public companies worldwide”
–The SASB Investor Advisory Group (IAG) Statement
What are two ways that increasing demand for sustainability information is also related to a change in the way investors seek information altogether?
1) the growth of index funds
2) centrality to the global stewardship movement / the rise of sustainable investing
Against the backdrop of growing investor interest in sustainability, assets are increasingly allocated with the goal of ____ the market, rather than the goal of _____ the market.
tracking
beating
“…with the goal of tracking the market, rather than the goal of beating the market.”
Index funds continue to make up a ______ proportion of total market share as asset managers around the world move their dollars from ____ investment strategies to _____ or _____ investment strategies.
higher
active to
index or “passive”
“…a higher proportion of total market share as asset managers around the world move their dollars from active investment strategies (selecting specific assets in an attempt to outperform a benchmark) to index or “passive” strategies (choosing aggregated assets that replicate a benchmark).
In fact, in 2019, passive funds including index funds and exchange-traded funds (ETFs), ______ active funds and now make up almost ____ percent of US equities. Index funds and ETFs are projected to reach ____ to___ percent of the European equities market by 2025.
surpassed
50 percent
25-28 percent
“…surpassed active funds and now make up almost 50 percent of US equities. Index funds and ETFs are projected to reach a 25 to 28 percent share of European equities market by 2025.
With the growth of index funds, are index fund owners more or less responsive to signals from specific funds as their active fund counterparts?
Less responsive
What is the “Wall Street Rule”?
Prior to the growth in index funds, the dominance of active management strategies meant that investors could apply the “Wall Street Rule” and sell shares when they had lost confidence in management, cherry-picking securities based upon their preferences and goals.
In the past, how did asset managers vote on management for ballot items overall?
With management, they were reluctant to vote against management and decidedly going with the grain on both management and shareholder-initiated resolutions
In the past, how did corporate management primarily receive feedback?
By observing when and how investors buy or sell their shares
When investing in the index, the option to cherry-pick goes away and how do investors respond?
Investors no longer have discretion to select individual securities, and are bound to the performance of the index as a whole. Where they gain ease of entry, lower fees, and (usually) more reliable performance with index funds, they lose the option to respond directly to companies by selling their shares. Instead they must rely on alternative ways to communicate with the company in which they are invested and are incentivized to work with companies to meet common performance goals.
The shift to passive management strategies can encourage what about investment stewardship?
Can encourage investment stewardship with a focus on longer-term investment horizons and business strategies
What do the converging trends of the growth of index investing and the rise of sustainability investing mean in terms of asset managers?
They play a more important role in corporate governance than ever before.
Beyond the opportunities that sustainability information presents to helping reduce risk and achieve higher returns, how does its use relate to investors?
It aligns with investors’ growing stewardship responsibilities, lending companies insight into the needs and expectations of investors today
When and where were stewardship codes first introduced?
In 2010 in the UK
What are stewardship codes based on and what do they offer?
They are based on the logic of fiduciary duty and they offer a framework of principles that investors can apply to their corporate stewardship activities.
Stewardship codes generally require institutional investors to be ___________ about their investment process, engage with investee companies and vote in shareholder meetings.
Transparent
How are stewardship codes and global investor demand for sustainability information shaping and broadening the new practice of asset managers?
Shaping a new practice that emphasizes fiduciary responsibility of asset managers to be stewards of capital markets, not just stewards of their own investments.
What is the relationship between stewardship codes and ESG-related risks and opportunities? (2)
Though rooted squarely in the goal of improved corporate governance, stewardship codes naturally promote stronger coordination among investors and investees in addressing ESG-related risks and opportunities.
In addition, stewardship codes often encourage better disclosure with more standardized metrics to make it easier for investors to understand the material ESG issues relevant to a company.
Asset managers increasingly expect strong management and disclosure of ESG matters and hold companies accountable through what mechanism?
A proxy vote.
Describe the example of what Blackrock did in 2020, before the announcement was made, regarding the integration of climate risk into business models or disclosures.
Blackrock voted against (or withheld) votes for 5,100 directors, 53 of whom were “making insufficient progress integrating climate risk into their business models or disclosures”. There were mixed reviews about whether this was aggressive or progressive in its scale, complicated by the fact that BlackRock (like other asset managers) is delegated the authority to vote proxies on behalf of some but not all of its clients.
Describe the example of Green Century Capital Management’s sharehold resolution with Tyson Foods and its impact.
Green Century Capital Management filed a shareholder resolution with Tyson (large meat processor) calling for the disclosure of adequate deforestation policy given the company’s expansion into international markets including Brazil, China and Southeast Asia which have greater supply chain and deforestation risks. In response to the resolution, Tyson publicly committed to reporting on forest-risk commodities in its global supply chain and developing and implementing a forest policy that addresses “No Deforestation, No Peat, No Exploitation (NDPE)” as well as supplier monitoring. Satisfied with Tyson’s response, Green Century withdrew their resolution.
Widespread investor voting behavior has changed significantly, perhaps revolutionarily, over the past two decades with voting surrounding environmental and social issues not only ____ but also earning ____ levels of support.
increasing
record
“…not only increasing but also earning record levels of support”
An analysis based on 516,788 votes cast across 1,033 individual ESG resolutions by more than 2,000 funds offered within 52 US fund groups found that asset manager proxy voting support for ESG-related shareholder resolutions ____ from ____ percent in 2015 to ____ percent in 2019.
rose
27
46
“…rose from 27 percent in 2015 to 46 percent in 2019.”
As support for ESG proposals reaches an all time high, _____ votes also reached an all-time low, dropping to ___ percent in 2018 as more and more investors are “leaving the sidelines” to ________ on sustainability matters.
“abstain”
0.3
express their opinions
“…..”abstain” votes reached an all-time low dropping to 0.3 percent in 2018 as more and more investors are “leaving the sidelines” to express their opinions on sustainability matters.”
Why can shareholder resolutions draw mixed reactions?
because they can be time-consuming for investors to draft, propose and rally support for, while also demanding time and resources from companies to respond…so they can be perceived as an essential tool to make shareholders voices heard or as a distracting tool wielded only by the most vocal or activist-focused investors.
Meanwhile, _______ ____ lend more insight into how companies and their investors are working together because of a negotiated dialogue, which is reaching record levels.
Withdrawal rate
In a study, ____ percent of filed ESG proposals were withdrawn, while only ____ percent of filed proposals went to a vote in 2018, representing a _____ of the historical numbers, likely due to companies and investors working together to find solutions for ESG matters.
48
37
reversal
“…48 percent of filed ESG proposals were withdrawn, while only 37 percent of filed proposals went to a vote, representing a reversal of the historical numbers…”
Notably, today’s ESG proposals focus more on _____, ____, and ____ than they do on requesting specific actions or policies.
disclosure, risk assessment, and oversight
Unlike equity, where ESG plays a significant role in ongoing stewardship activites, debt investors typically rely on sustainability information in _________ focusing their information insights towards ________.
up-front credit analysis
detailed risk analysis
“…rely on sustainability information in up-front credit analysis focusing their information insights towards detailed risk analysis.”
Why do reporting companies increasingly integrate sustainability into their own engagement with investors with the goal of developing discourse around sustainability disclosure, risk assessment, peer benchmarking and oversight?
Due to raised investor, creditor, and lender expectations and how these issues factor into corporate strategy
Just as standards and frameworks support investors in articulating their information needs and informing engagement, so do they support companies in doing what?
Articulating progress, strategy, goals and outcomes on sustainability topics
What do the Board of Directors bring to the collection, management and/or disclosure of financially material sustainability information? (5)
-Optimize shareholder value and build investor confidence in the organization’s long-term performance
-Oversee strategy and risk management including ESG-related risks and opportunities on the operating model and strategy
-Provide perspective on the financial materiality of sustainability information, important KPIs and how material risks and opportunities should be managed
-Oversee integrated reporting, including assessing adequacy of financial and sustainability disclosures
-Provide perspective on how ESG disclosure practices compare with those of direct competitors and industry peers, as well as provide oversight of the internal audit function and the external audit process
What do the CEO and CFO bring to the collection, management and/or disclosure of financially material sustainability information? (4)
-Provide perspective on the financial materiality of sustainability information, important KPIs and how material risks and opportunities should be managed
-Provide perspective on the ways ESG-related risks and opportunities impact a firm’s operating model and business strategy
-Certify the accuracy and completeness of internal controls and disclosure controls
-Provide perspective on how, when, and what to communicate to board members, investors, and non-investor stakeholders on business-specific strategies for incorporating sustainability into core activites, decision-making, and performance evaluation
What does Legal Counsel bring to the collection, management and/or disclosure of financially material sustainability information? (2)
-Provide perspective on the legal risks related to the omission or inclusion of information in public documents, inform risk management, and inform decision-making to fulfill duties of care
-Advise on how to adhere to existing and emerging environmental and ESG related requirements, as well as the resources required to comply with external ESG-related policies
What does the Chief Sustainability Officer bring to the collection, management and/or disclosure of financially material sustainability information? (5)
-Provide perspective on the ways ESG-related risks and opportunities impact a firm’s operating model and business strategy
-Provide perspective on necessary collaborative relationships, such as those with finance and internal audit teams
-Provide oversight and perspectives on how existing processes for collecting, managing and reporting data can be updated or improved to include sustainability data and where new data streams should be established
-Provide perspective on the financial materiality of sustainability information, important KPIs, and how material risks and opportunities should be managed
-Oversee best practices for ESG-related disclosures and stay informed on updates to existing frameworks and standards
What does Risk Management bring to the collection, management and/or disclosure of financially material sustainability information? (1)
-Provide company-wide perspective on the internal and external risks faced by a firm and the application of resources to minimize, monitor, and control potential impacts that negatively affect firm value and impact strategic planning
What does Compliance bring to the collection, management and/or disclosure of financially material sustainability information? (3)
-Provide perspective on how to comply with existing and emerging environmental and ESG regulatory requirements as well as the resources required to comply with external ESG-related policy
-Conduct ongoing monitoring of compliance with internal company policies and bylaws and integrity-related risks faced by a firm
-Provide perspective on the necessary controls, policies, and procedures companies must adhere to in order to comply with applicable laws and regulations
What does Investor Relations bring to the collection, management and/or disclosure of financially material sustainability information? (2)
-Provide perspective on the connections between sustainability performance and enterprise value creation, effectively communicating the value of sustainability actions to shareholders, and in turn, communicating and interpreting investors’ opinions to management
-Engage with investors to understand their sustainability priorities, and educate company leadership on those priorities
What does Business Unit Managers bring to the collection, management and/or disclosure of financially material sustainability information? (1)
-Provide perspective on unit-specific knowledge and understanding to inform measurement, management, and reporting of sustainability data
What does Technology bring to the collection, management and/or disclosure of financially material sustainability information? (2)
-Provide perspective on the architecture (technology, platform, software, etc) that will support reliable, accurate and complete reporting that meets management’s expectations for disclosure and/or offers insight to ensure data collection is timely, accurate, complete and secure
-Provide perspective on how data gathering and reporting processes can be effectively streamlined and scaled
What does HR bring to the collection, management and/or disclosure of financially material sustainability information? (1)
-Provide perspective on human capital metrics and how such practices as employee loyalty and engagement, diversity and inclusion, recruitment, and compensation can impact shareholder value
What does Independent Assurance Providers bring to the collection, management and/or disclosure of financially material sustainability information? (1)
Oversee data quality of sustainability disclosures, including the design and operation of the internal controls, to establish confidence in the information from management, investors, and other stakeholders that may use the data
What does Chief Audit Executive and Internal Audit bring to the collection, management and/or disclosure of financially material sustainability information? (4)
-Oversee risk management, controls, and governance processes / policies to the board of directors, audit committee and others
-Provide perspective on the information needs of independent assurance providers
-provide perspective into the level of data control and risk management oversight needed to inform management about the company’s sustainability performance; support quality testing and quality review of controls for sustainability data
-Provide perspective on alignments between financial reporting and sustainability reporting to ensure consistency