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The Effect of ESG on the Proxy Season and Voting

Companies across all industries are under increasing pressure to establish credible ESG (environmental, social, and governance) initiatives. Most organizations can no longer ignore the growing influence of ESG-focused investors as a force of change. In fact, a 2022 MSCI research claims that "ESG investment has become a dominant aspect of investing" and projects that this tendency will only continue to expand. However, according to Business Law Today, corporations face greater regulatory scrutiny of ESG issues as well as legal consequences. Despite the fact that there are more reasons than ever to increase ESG disclosures, well-motivated companies may not fully utilize the proxy statement to deliver their ESG stories to their most active and engaged investors. Fortunately, adhering to a few core principles can facilitate the incorporation of ESG factors into proxy statements and contribute positively to investor engagement.

What is a Proximity Declaration?

Prior to the company's annual meeting, U.S. public corporations are required to file a proxy statement with the SEC and disseminate it to all shareholders (or certain special shareholder meetings). The statement provides investors with the information they need to make informed judgments when voting on proposals and board elections regarding subjects that will be addressed and voted on at such meetings. Typically, proxy statements contain information about the board of directors, executive compensation, shareholder proposals, management views on certain issues or policies, and requests to add or remove board members.

Voting provides shareholders a voice in how a company is managed, but investors also have the option to delegate their voting rights to another party, a process known as proxy voting. Some institutional investors exercise voting rights on behalf of their investors, which can grant these enormous entities considerable sway. Proxy voting and institutional investors have become increasingly significant for ESG issues, with activist investors aiming to alter business policies, elect their favoured directors to the board, or remove directors they disagree.

Due to these factors, the proxy statement is playing a larger role in corporate governance and can be a useful instrument for highlighting ESG programme highlights and initiatives. According to Jim Cleary, executive vice president and chief financial officer of global healthcare business AmerisourceBergen, a good ESG approach can not only prevent potential risks but also help to the achievement of positive outcomes. In a recent interview for the Nasdaq ESG Trendsetters series, he stated, "ESG projects also provide indirect benefits." "Examples include adapting to harsh weather occurrences, becoming an employer of choice, attracting long-term shareholders, and reducing the cost of capital."

How then can corporations convey their ESG policies utilizing the proxy statement as a channel for disclosure? An excellent starting point is to learn from companies that serve as examples.

Proxy Statement Illustrations

Some well-known corporations have led the way for years by highlighting their ESG policies and how their ideals match with business objectives in proxy statements. According to an analysis published by the Harvard Law School Forum for Corporate Governance, the majority of Fortune 50 corporations currently incorporate information regarding a variety of ESG variables in their proxy statements, with the percentage exceeding 90% for several themes.

Fortunately, assistance is available to assist businesses in determining the optimal next steps. In the past decade, Nasdaq has created a full suite of ESG solutions to assist its clients in achieving their goals. The ESG Advisory Program utilises Nasdaq's considerable in-house experience to provide clients with data, insights, and a team of experts to help them prioritise and direct their ESG activities.

The Harvard Law School Forum on Corporate Governance recommends three fundamental principles to govern ESG disclosures in proxy statements, despite the fact that many solutions must be adjusted to the individual circumstances of a company. First, businesses should establish a group of comparable peers and examine ESG trends and norms among them. However, this idea must be interpreted for many circumstances. For instance, Facebook's peer group comprises not only Alphabet and Amazon, but also Disney, Verizon, Comcast, and Uber, which would not often be deemed comparable. Facebook would benefit from a diversified peer group because its multifaceted business model spans a variety of industries. Apple specifies a primary peer group comprised primarily of IT businesses and a secondary peer group that includes, among others, Nike and Coca-Cola.

Continue reading on our website to learn the dos and don'ts of including ESG in proxy statements.

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