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TheCorporateCounsel

TheCorporateCounsel.net

A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.

DealLawyers

DealLawyers.com

An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.

CompensationStandards

CompensationStandards.com

The “one stop” resource for information about responsible executive compensation practices & disclosure.

Section16.net

Section16.net

Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.

PracticalESG

PracticalESG.com

Keeping you in-the-know on environmental, social and governance developments

I’ve blogged many times before about why ESG/sustainability professionals should not try justify their work or jobs by focusing on investor demands. Meredith recently wrote about another reason over on the TheCorporateCounsel.net:

In its fourth-annual analysis of E&S voting results, T. Rowe Price seems to have jumped on the anti-shareholder-proposal-process bandwagon. This HLS blog takes issue with shareholder proposals T. Rowe Price believes are not “tethered to value creation for shareholders,” which it claims now represent over half of all proposals:

– About 45% of resolutions we examined for 2023 fit under the general description of efforts to enhance company performance by improving transparency or operations around a key aspect of the business.

– On the other hand, about 55% of proposals in 2023 exhibited no such alignment.

In its opinion, those proposals “were designed to direct the company to change the mix of its business in a meaningful way, to raise awareness of a particular social or environmental issue having no connection to value creation, or to advocate for changes motivated by considerations other than long‑term performance.” They argue that this is a “misuse of the shareholder proposal vehicle” that’s caused the utility of shareholder proposals to deteriorate, particularly in the U.S. and Canada.

Efforts or initiatives that are not “tethered to value creation for shareholders” should be avoided by ESG/sustainability professionals and definitely not relied on for job security or keeping internal departmental funding. You are far better off looking inside the company for ways to improve business fundamentals – which I talk about in the next blog, along with interesting new survey results from MorganStanley.

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The Editor

Lawrence Heim has been practicing in the field of ESG management for almost 40 years. He began his career as a legal assistant in the Environmental Practice of Vinson & Elkins working for a partner who is nationally recognized and an adjunct professor of environmental law at the University of Texas Law School. He moved into technical environmental consulting with ENSR Consulting & Engineering at the height of environmental regulatory development, working across a range of disciplines. He was one… View Profile