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Boston Common Asset Management

PRI reporting framework 2019

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

(Proxy) voting and shareholder resolutions

LEA 12. Typical approach to (proxy) voting decisions

12.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

12.2. Provide an overview of how you ensure your voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

We conduct an annual review of our custom proxy voting guidelines and make revisions to capture evolving expectations in key areas such as board diversity, independence, and accountability across the markets in which we invest.  In 2018 we updated our proxy voting guidelines to address gender board diversity, in the US to vote against board without a minimum of 30% gender diversity AND 1 racial/ethnic minority on the board.  We also moved our gender threshold from 25% to 30% in other key markets including Australia, Canada and Europe. ISS, our proxy agent provides us with an exceptions report on a monthly basis.

 

12.3. Additional information.[Optional]


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme (Private)


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes where you or the service providers acting on your behalf have raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

15.3. Additional information. [Optional]

Where we are involved in an engagement with a company and have voted on a related issue during the proxy voting season we will share our voting strategy and the reason for our votes with them. 


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes participated in within the reporting year in which, you and/or the service provider(s) acting on your behalf, have communicated to companies the rationale for abstaining or voting against management recommendations.

16.2. Indicate the reasons your organisation would communicate to companies, the rationale for abstaining or voting against management recommendations.

Explain

          Where we have been involved in an engagement on Boardroom or management issues: Climate oversight, Diversity, Gender Equality, Lobbying disclosure etc. we would explain the reason for our votes in our discussions with the company.
        

16.3. In cases where your organisation does communicate the rationale for the abstention or the vote against management recommendations, indicate whether this rationale is made public.

16.4. Additional information. [Optional]

Our voting record and rationales for our two mutual funds are public via our NPX filings.  In addition, when meeting with management, we will share when we have voted against the board based on our voting guidelines especially related to gender diversity.


LEA 17. Percentage of (proxy) votes cast

17.1. 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%)

100 %

Specify the basis on which this percentage is calculated

17.3. Additional information. [Optional]


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate if you track the voting instructions that you and/or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
52.9 %
Against (opposing) management recommendations
45.5 %
Abstentions
1.6 %
100%

18.3. In cases where your organisation voted against management recommendations, indicate the percentage of companies you have engaged.

10

18.4. Additional information. [Optional]


LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. Indicate whether your organisation has a formal escalation strategy following unsuccessful voting.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

19.3. Additional information. [Optional]

In 2018, we shared with companies when asked why we voted against the board given our 30% threshold for gender diversity.  We also proactively raised our reasons for voting against the board on gender and other reasons with Japanese companies.


LEA 20. Shareholder resolutions

20.1. Indicate if your organisation directly or through a service provider filed or co-filed any ESG shareholder resolutions during the reporting year.

20.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

10 Total number

20.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following.

Went to vote
60 %
Were withdrawn due to changes at the company and/or negotiations with the company
30 %
Were withdrawn for other reasons
10 %
Were rejected/not acknowledged by the company
0 %
Total 100%

20.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to vote (i.e. not withdrawn) how many received:

>50%
90 50-20%
10 <20%

20.5. Describe the ESG shareholder resolutions that you filed or co-filed and the outcomes achieved.

2018 Proxy Season 

1. Resolutions which came to a vote during the proxy season:

- Lobbying Disclosure - We were the lead filer on resolutions re-filed with American Water Works (40.3%), Oracle (28.2%), and Verizon Communications (36.3%) which all reflected strong support from shareholders.

- Racial Diversity - We co-filed a resolution with Alphabet.This proposal received 8% (close to 26% of outside shareholders, excluding the founders’ votes).

- US Drug Pricing Resolutions We co-filed resolutions with Biogen (28.2%) and moved the resolution at the company's AGM and Bristol Meyers Squibb (22.6%) which both reflected strong support from shareholders.  

2.  Resolutions withdrawn due to company commitment included:  Lowes, Johnson & Johnson, Kansas City Southern.  

3.  Resolutions where the Company received a no-action letter:  Gilead Sciences (renewable energy targets).  Despite this we had several discussions with the company during this process on the substantive nature of the resolution ask.

 

20.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

Boston Common carefully evaluates the merit of shareholder-sponsored resolutions and will likely vote in favor of resolutions that encourage management to increase disclosure, transparency and accountability on corporate governance, social, and environmental issues. For example, Boston Common generally supports resolutions requiring increased disclosure on a company’s policies and practices relating to the environment, executive compensation, human rights, and labor and employment. Boston Common also files shareholder proposals related to these issues on behalf of its clients. Boston Common may vote against any item that would tend to give a company’s management a “blank check” or that would encourage the entrenchment of management. Examples include classified boards, restrictions against cumulative voting, establishment of different classes of stock, excessive compensation, poor stewardship, golden parachutes, or any activity that could be viewed as a “poison pill” manoeuvre.

20.7. Additional information. [Optional]


LEA 21. Examples of (proxy) voting activities

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

ESG Topic
Executive Remuneration|Company leadership issues
Conducted by
Objectives

US Drug Pricing Strategy Transparency

Pharmaceutical companies have so far avoided stricter federal oversight despite growing public and political outrage over pricing practices for both branded and some generic medicines. Some states, struggling to pay rising health care costs (California, Maryland) are now requiring companies to provide more transparency around their pricing models. Excessive dependence on drug price increases is a risky and unsustainable strategy, especially when price hikes drive large senior executive payouts. Amid the furore, some drug makers, including Allergan and AbbVie have voluntarily pledged one annual price increase of under 10% on branded prescription medicines.  It has been common industry practice to raise prices twice a year, often by double digit percentages.

 

Scope and Process

Investors are asking 11 pharmaceutical companies to list the rates of price increases year-to-year of our company’s top selling branded prescription drugs between 2010 and 2016, including the rationale and criteria used for these price increases, and an assessment of the legislative, regulatory, reputational and financial risks they represent for our company.

We co-filed resolutions with Biogen (28.2%) and moved the resolution at the company's AGM and Bristol Meyers Squibb (22.6%) which both reflected strong support from shareholders.  

We refiled a resolution with Biogen and newly filed with Johnson & Johnson & Merck for the 2019 proxy season.

 

Outcomes
ESG Topic
Climate Change|Pollution
Conducted by
Objectives

Climate Change:  Setting GHG Emission Reduction Targets Or Renewable Energy Targets

Nearly half of the Fortune 500 (48%) have now set targets to shrink their carbon footprints.  We believe it is essential for companies across all sectors to become more energy efficient by developing leaner production processes, or by providing energy saving products and services. This includes setting science-based, time bound GHG emission reduction targets and/or adopting renewable energy targets.

 

Scope and Process

We filed resolutions with Gilead Sciences (lead), Lowes (co-filer) and Kansas City Southern (co-filer) to adopt GHG emissions reduction targets.

We successfully withdrew resolutions with Lowes and Kansas City Southern given commitments including:

1. Lowes Companies announced its commitment to explore expanding its renewable energy use in 2018 for its US and Canadian operations to further its goal of reducing total carbon emissions by 20% from its stores by 2020.

2.  Kansas City Southern committed to expand its reporting in 2018 on its efforts to improve energy efficiency and reduce GHG emissions of its freight rail operations in US and Mexico.

Gilead Sciences - Despite numerous discussions, Gilead Sciences received approval to no include our resolution on their 2018 proxy ballot.  

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

Separation of Chair & CEO

Boston Common routinely votes in favor of resolutions seeking  separate Chair and CEO roles.  We vote against boards of directors in the US if there is not a separation of Chair and CEO.  We co-filed a proposal with Johnson and Johnson requesting  the Board of Directors adopt as policy, and amend their bylaws, to require the Chair of the Board, to be an independent member of the Board. The policy should be phased in for the next CEO transition. 

Scope and Process

We participated in the dialogue with Johnson & Johnson and withdrew the resolution given the company's commitment to conduct an annual review of governance principles regarding the separation of CEO/Chair.

Outcomes
ESG Topic
Political spending / lobbying
Conducted by
Objectives

US Lobbying Practices

Corporations are not required to disclose payments to third party organizations. Increasingly, significant funds are deployed for lobbying via trade associations & other tax exempt organizations. Boston Common requested these companies provide a completed picture of their election related spending  both direct and indirect via public disclosure.

Scope and Process

We were the lead filer on resolutions re-filed with American Water Works (40.3%), Oracle (28.2%), and Verizon Communications (36.3%) which all reflected strong support from shareholders.

In September 2018 Verizon took an encouraging step to leave the American Legislative Exchange Council (ALEC), a powerful corporate lobbying group.  We urged the company to take the next crucial step in advancing transparency and accountability by adopting comprehensive lobbying disclosure.  In our engagement with Verizon, we called on the company to report its direct spending of shareholder resources on lobbying, including its indirect funding of lobbying through trade associations such as ALEC.

We re-filed resolutions with all 3 companies for the 2019 proxy season.

Outcomes
ESG Topic
Executive Remuneration|Company leadership issues|Diversity
Conducted by
Objectives

We believe sustainability metrics, including metrics regarding diversity (racial and gender) among senior executives should be integrated into performance measures for the CEOs compensation incentive plan.

Underrepresented people of color hold just 9% of technical roles in the technology sector (Intel/Dalberg, 2016). Women hold 36% of entry level tech jobs and just 19% of C-Suite positions (“Women in the Workplace,” McKinsey, 2016).

The tech diversity crisis creates challenges for talent acquisition and retention, product development, and customer service.

Scope and Process

Employees and investors teamed up to urge Google parent Alphabet to tie executive pay to the meeting of corporate diversity goals. The shareholder proposal, led by Zevin Asset Management and co-filed by Boston Common and others was voted down at Alphabet’s shareholder meeting along with all the other proposals.

This resolution received 8% (close to 26% of outside shareholders, excluding the founders’ votes).

We re-filed this resolution for the 2019 proxy season.

Outcomes

21.2. Additional information. [Optional]


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