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Harvard University Endowment

PRI reporting framework 2016

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You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions

(Proxy) voting and shareholder resolutions

Overview

LEA 17. Voting policy & approach

17.1. Indicate whether your organisation has a formal voting policy.

17.2. Indicate what your voting policy covers:

17.3. Please attach or provide a URL to your voting policy. [Optional]

URL

Attach document


17.4. Provide a brief overview of your organization’s approach to (proxy) voting (including the filing and/or co-filing of shareholder resolutions if applicable).

The CCSR determines how HMC will cast its proxy votes related to environmental and social proxy proposals. The Advisory Committee on Shareholder Responsibility (“ACSR”) submits recommendations to the CCSR regarding how HMC should vote, relying on a rich set of precedent to help inform those recommendations. The ACSR has developed Proxy Voting Guidelines which also help to inform its recommendations with regard to voting on select environmental and social issues for which the committees’ body of precedent provides a clear indication of a voting preference.

HMC determines how to cast votes related to governance. In 2015, HMC conducted a formal review of its approach to proxy voting on governance. As a result of this review, HMC developed a Proxy Voting Policy for governance-related proposals.  The policy is being integrated into HMC's new automated research and proxy voting system, and will help HMC more consistently vote in a manner that supports its governance objectives.

17.5. Additional information [optional]


Process

LEA 18. Typical approach to (proxy) voting decisions

18.1. Indicate how you typically make your (proxy) voting decisions and what this approach is based on.

Approach

Based primarily on

18.2. Additional information.[Optional]


LEA 19. Percentage of voting recommendations reviewed (Not Applicable)


LEA 20. Confirmation of votes (Private)


LEA 21. Securities lending programme (Private)


LEA 22. Informing companies of the rationale of abstaining/voting against management

22.1. Indicate if you ensure that companies are informed of the rationale when you and/or the service providers acting on your behalf abstain or vote against management recommendations.

22.2. Additional information. [Optional]

The CCSR, which determines how HMC votes on social and environmental proposals, publishes an annual report that is public and explains the rationale for the votes. On occassion, the CCSR may write directly to a company to convey further information about its views on a particular issue.


Outputs and outcomes

LEA 23. Percentage of (proxy) votes cast

23.1. For listed equities where you and/or your service provider have the mandate to issue (proxy) voting instructions, indicate the percentage of votes cast during the reporting year.

Votes cast (to the nearest 1%)

14 %

Specify the basis on which this percentage is calculated

23.2. If there are specific reasons why you did not vote certain holdings, explain these, and if possible, indicate the percentage of holdings affected by these factors. [Optional]

23.3. Additional information. [Optional]

HMC votes all of its U.S. shares. Historically, it has not voted on ballots related to its foreign shares. As a result of its review of its approach to proxy voting, and as part of its new strategy for voting proxies, HMC has cast all of its votes since September 2015.


LEA 24. Proportion of ballot items that were for/against/abstentions (Private)


LEA 25. Shareholder resolutions (Private)


LEA 26. Examples of (proxy) voting activities

26.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

Topic or ESG issue
          Reporting on how company monitors herbicide usage with seed products.
        
Decision made by
Objectives

The shareholders requested “a comprehensive report by a committee of independent directors of the Board on how [the company] is monitoring herbicide utilization and grower compliance with best practices and adherence to ‘technology use agreements’ (TUAs) with its seed products.”

Scope and Process

The ACSR and CCSR took note of the concern that the company’s current level of disclosure regarding weed management systems combining herbicides and genetically engineered crops is inadequate, and of the effect a similar proposal at another company had in encouraging that company to publicly disclose more regarding grower compliance. The committee also did not see the proposal as posing an undue burden to the company, as it already collects this information.

Outcomes

The CCSR voted in favor of the proposal, following the ACSR's recommendation.

Topic or ESG issue
          Reporting on practices to minimize the impacts of hydraulic fracturing on water resources and communities.
        
Decision made by
Objectives

The proposal asked a company to: “report to shareholders via quantitative indicators on all shale plays where it is operating, by September 30, 2015, and annually thereafter, the results of company policies and practices, above and beyond regulatory requirements, to minimize the adverse water resource and community impacts from the company's hydraulic fracturing operations associated with shale formations...report annually to shareholders, using quantitative indicators."

Scope and Process

In considering these proposals, the ACSR and CCSR considered factors such as company lobbying activity against disclosure about fracking, current company disclosure on its fracking operations, the lack of company information about chemical additives used in the injection process, health and regulatory scrutiny of those additives, and the possibility of long-term regulatory and litigation risks. The committees also noted the company’s current disclosure practices, and voiced support for encouraging the company to approach fracking with a strong emphasis on promoting safety and avoiding reputational risk.

Outcomes

The CCSR voted for the proposal, in keeping with the ACSR's recommendation.

Topic or ESG issue
          Reporting on environmental and social risks related to the palm oil supply chain.
        
Decision made by
Objectives

The proposal called for the company's Board of Directors to issue an annual public report regarding the company's efforts to limit the impact of its palm oil supply chain on deforestation and human rights.

Scope and Process

The ACSR and CCSR noted that the company has made commitments to deforestation and good labor practices with regard to palm oil, but has nevertheless faced criticism.  The CCSR determined that the proposal would prompt the company to continue mitigating the impacts of its palm oil supply chain, and might help protect its reputation.

Outcomes

The CCSR voted in favor of the proposal, following the ACSR's recommendation.

Topic or ESG issue
          Disclosure of political contributions.
        
Decision made by
Objectives

The committees considered 19 proposals calling on companies to authorize the preparation of a report, updated annually, disclosing: "(1) Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications; (2) Payments by [Company] used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient; (3) [Company]’s membership in and payments to any tax-exempt organization that writes and endorses model legislation; (4) Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above." 

Scope and Process

The ACSR and CCSR considered this resolution in regard to 19 companies, noting their strong past precedent of support in recent years for identical and very similar proposals and the emerging view that such disclosure is increasingly considered a best practice. The committees also cited concerns about campaign financing raised by the Supreme Court’s 2010 decision in Citizens United v. Federal Election Commission, in which the Court declared unconstitutional certain limitations on the funding by corporations and unions of political advertisements and other forms of political lobbying. The committees also remarked upon the value of disclosure to help shareholders determine whether a corporation’s use of assets on political contributions is in shareholders’ best interests, and the support by some companies of trade organizations whose public positions on issues are at odds with publicly stated company positions on the same issues.  

Outcomes

The CCSR voted in favor of the proposals, following the ACSR's recommendations.

Topic or ESG issue
          Adoption of goals to cut greenhouse gas emissions.
        
Decision made by
Objectives

The proposal requested that a company adopt absolute, quantitative, and time-bound goals for reducing greenhouse gas emissions and report to shareholders regarding the same.

Scope and Process

The CCSR noted that the company seemed to be lagging behind its peers regarding setting greenhouse gas reduction goals, according to an assessment by Ceres, a well-known non-profit that advocates for sustainability leadership.  The CCSR also looked at its precedent, in which it considered whether the companies had been forthcoming regarding greenhouse gas emissions reduction goals.

Outcomes

The CCSR voted in favor of the proposal, following the ACSR's recommendation.

26.2. Additional information. [Optional]


Communication

LEA 27. Disclosing voting activities

27.1. Indicate if your organisation proactively discloses information on your voting activities.

provide URL

27.2. Indicate if the information disclosed to the public is the same as that disclosed to clients/beneficiaries.

27.3. Indicate the voting information your organisation proactively discloses to the public and/or to clients/beneficiaries.

Indicate how much of your voting record you disclose

Indicate what level of explanation you provide

27.4. Indicate how frequently you typically report voting information.

27.8. Additional information. [Optional]

The CCSR's public annual report discloses all decisions made regarding social and environmental votes during the regular proxy season and explains the rationale.  HMC’s decisions regarding governance votes are not public, although they are communicated to the CCSR.


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