Chapter 6: Stewardship and Engagement Flashcards

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1
Q

What is stewardship? How is it exercised?

A
  • Approach investors take as active owners and to put fiduciary duty into effect
  • Process of intervention to make sure that the value of the asset is enhanced over time
  • Exercised via voting and engagement
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2
Q

What is engagement? Why is it beneficial and to whom?

A
  • Way in which investors put into effect their stewardship responsibilities
  • PRI Principle 2 - Active Owners and incorporate ESG into our ownership policies and practoces
  • Stewardship and engagement are beneficial because they enhance shareholder value and support investors in the execution of their fiduciary duty
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3
Q

Which are the engagement dynamics that create value over time?

A
  1. Communicative dynamics (exchange of information)
  2. Learning dynamics (enhancing knowledge)
  3. Political dynamics (building relationships
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4
Q

What are the effects of engagenment?

A
  • Successful engagement activity was followed by positive financial returns
  • ESG engagement leads to reduction in downside risks and the effect is stronger the more successful engagement is
  • Effect in strongest on governance
  • But engagement less successful on renumeration
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5
Q

How can engagement inform investment decisions?

A
  • understand business adaptability
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6
Q

What are the characteristics of effective engagement?

A
  1. Set in context of long-term ownership with focus on long-term value preservation and creation
  2. Based on good understanding of nature of company and business model drivers
  3. Recognized change as a process that takes time
  4. Employs consistent, direct and honest messages and dialogue
  5. Is appropriately resourced
  6. Uses resources efficiently
  7. Involves reflections and lesson learning
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7
Q

What are monitoring dialogues?

A
  • Conversations between investors and management
    ○ Investment purpose to understand the company, its stakeholders and performance
  • Informs incremental buy/sell/hold decisions
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8
Q

What are engagement dialogues?

A
  • Engagement dialogue conversation between investors and all level of investee
    ○ Purpose dialogue with a specific objective to achieve change
    ○ Two-way dialogue
  • Individual or collective
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9
Q

What is the purpose of the UK Financial Reporting Council Stewardship code, what does it say, and what are important addition?

A
  • Clarifies distinction between roles of asset owners and asset managers
  • Role of asset owner is overseeing, challenging and assessing stewardship activities of asset managers
  • Revision of the code in 2020 includes twelve principles
    ○ Principles 1-8 address the foundations of stewardship
    ○ Principle 4 charges signatories with identifying and responding to marked-wide systemic risks
    ○ Principles 7-8 integrate ESG in investment process
    ○ Principles 9-12 focus on the practice of engagement and voting responsibilities
    — New area is outcomes
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10
Q

When was the Walker Report draft and what is its primary message?

A
  • After the financial crises

- Called for stewardship code

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11
Q

What are commonalities in stewardship codes?

A
  1. Regular monitoring of investee companies
  2. Active engagement including escalation
  3. Thoughtfully intelligent voting
  • Some regulatory codes also required invesors to manage their conflict of interest - but less common in codes by investor groups
  • Escalation should include willingness to act collectively
  • Usually focus on public equity investment
  • Shareholder rights directive II - likely lead to more stewardship codes in EU
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12
Q

What are differences in between E+S and G Engagement?

A
  • E+S Engagement arise from business activity, sector etc -
    ○ Engagement often focuses on sector as a whole
    and establish shared standards and best
    practice
    ○ Dialogue starts with investor relations and then
    escalated upwards
  • G is determined by business country’s laws and
    regulations
    ○ Focus more on individual companies
    - Start with the Chair
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13
Q

What is the difference between active and passive investment and the role of engagement in it?

A

○ Active investment ->Bottom-up, company focused -> active investment
§ Start with company
§ Tailored engagement approach cutting across
range of issues
§ Start with underperformers
○ Passive investment -> Top-down, issue-focused
§ Start with screening
§ Seek to engage with all companies impact by
issue
- Starts with letter written to all impacted
companies, then dialogue

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14
Q

What operational challenges for engagement need to be addressed?

A
  1. Define the scope of the engagement and priorities engagement
  2. Frame the engagement topic (climate etc.) into broader discussion around strategy and long-term financial performance
  3. Develop a clear process that articulates realistic goals and milestones
  4. The engagement process needs to be adapted to the local context
  5. Clear escalation measure in case engagement fails
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15
Q

What are the two priorities engagement has to consider?

A

○ Identifying which company in a portfolio is most in need of engagement
- Determining which engagement issue should be prioritized

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16
Q

Who should investers talk to related to E+ S issues?

A

Often the IR team, escalation to the board

17
Q

Who should investers talk to related to business and strategy issues?

A
  • CEO and senior management
18
Q

Who should investers talk to related to governance issues?

A
  • the Chair
19
Q

Who should investers talk to related to voting issues?

A
  • company secretary or the IR
20
Q

When might escalation not be the right step?

A
  • Escalation might not be the right step if no progress has been made and the objective doesn’t warrant excessive activity
21
Q

What are common forms of escalation?

A

○ Holding addition meetings with management
○ Expressing concerns through company advisors
○ Meeting with Chair or other board members
○ Intervening jointly with other institutions
○ Making a public statement
○ Submitting resolution to speak at general meeting
○ Requesting a general meeting - and sometimes
change in board membership
○ Writing a formal letter
○ Seeking dialogue with other stakeholders
○ Legal remedies or arbitration
- Adding company to exclusion list

22
Q

What are key features and rules of collective engagement?

A
  1. Trusted facilitator, not an advisor
  2. Opt in/Opt out
  3. Complementary to member’s engagement
  4. Confidentiality
  5. Nominated key engagement contact
  6. Hub and spoke model
  7. No inside information
  8. Non-concert party and no-group
  9. Heightened procedure
  10. Conflict of interest avoidance
23
Q

Please describe the purpose of voting, when investors should vote?

A
  • Referred to as proxy voting because investors rarely physically attend AGM
  • Vote is a key tool for the active investor
  • Voting decision should align with the investment purpose and stewardship agena
  • The vote itself is rarely meaningful in itself because there may be a range of reasons that an investor might have
  • Therefore, investors have a active program to communicate to company
  • Informal insights and benefits of actually participating in the meeting are of much value
  • Investors should vote not just on resolutions where they have a clear opinion
  • If investors are concerned about financial viability - they should vote on dividend issues
24
Q

According to PRI, what can asset managers engage on infrastructure projects?

A
  1. Use ESG assessment for due diligence process before acquisition
  2. Include ESG risk and opportunities identified during due diligence into post-acquisition process plan and into asset management activities
  3. Engage with, and encourage, management to act on ESG risks
  4. Define and communicate ESG expectation for operations and maintenance
  5. Ensure that ESG issues are integrated into asset level policies
  6. Advocate for governance framework that articulates ESG responsibilities
  7. Set performance targets , including reports to board and investors
  8. Make ESG information and expertise available to asset or project company