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Boston Trust Walden

PRI reporting framework 2020

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 that your agreed-upon voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

Incorporating ESG analysis and engagement into our proxy voting policies and practices is consistent with our fiduciary responsibility to clients. The Proxy Voting and Shareholder Engagement Committee (a 6-person management committee that includes representatives of executive management, the CIO, and the Director of ESG Investing) reviews all proxy ballot topics, including ESG considerations, to determine proxy voting policies for Boston Trust Walden clients. As a general rule, we support greater ESG transparency, accountability, and performance.

We rely on an external proxy advisor, ISS, to provide proxy research and implement our custom proxy voting guidelines via electronic voting. Each year, our Proxy Voting and Shareholder Engagement Committee updates our custom proxy voting policies and instructions for ISS. As ballots are delivered, ISS populates or refers proxy votes based on its interpretation of Boston Trust Walden instructions.

The Chair of the Proxy Voting and Shareholder Engagement Committee has overall responsibility for voting policies and practices and oversees the implementation of company proxy votes. This includes making changes to ISS populated votes, if deemed necessary, to reflect Boston Trust Walden’s custom guidelines. As needed, the Chair seeks input from members of the Committee or analysts. For example, the full Committee and covering analyst are frequently consulted on the advisory vote on executive compensation. Investment analysts also have the opportunity to provide input, as desired.

Our policy on director elections with respect to board diversity, detailed below, provides flexibility based on company actions. Otherwise, we do not generally make exceptions to our policies.

Boston Trust Walden’s policy on Director Diversity is to vote against individual directors who serve on the nominating committee of companies without at least one woman and one racially/ethnically diverse director, and where board diversity overall is less than 30 percent. We may override this policy when a company has demonstrated significant progress through engagement, implemented leading practice policies and recruitment practices, or has recently appointed a diverse director.

12.3. Additional information.[Optional]


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


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.2. Describe why your organisation does not lend securities.

We believe there is risk involved for a firm of our size in lending securities, including counterparty risk and restricting our flexibility to manage client portfolios. We do not believe the potential investment returns that might be earned through securities lending would justify the portfolio risks or resources expended. We have some clients who lend securities in their own discretion and through their own custodians. 

14.4. Additional information. [Optional]


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

15.1. Indicate the proportion of votes participated in within the reporting year in which where you or the service providers acting on your behalf 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]

This indicator, which is tied to a reporting year, does not reflect Boston Trust Walden’s engagement approach that is usually continuous over multiple years. Boston Trust Walden communicates with a substantial percentage of portfolio companies annually (and more frequently for many holdings). In 2019, Boston Trust Walden engaged 60% of the companies held in client portfolios. For example, we have ongoing discussions with companies that do not meet our director elections criteria regarding board diversity and communication frequently happens before company annual meetings. We also communicate with companies ahead of voting when we are a shareholder resolution proponent. Additionally, some companies reach out to us proactively for feedback on various governance items and best practices.

Note: In answer LEA 15.1 our reference point is the number of companies in client portfolios and not the proportion of votes, as it would be impossible for us to know prior to the proxy being released how many ballot items a given company would have.

 


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

16.1. Indicate the proportion of votes where you, and/or the service provider(s) acting on your behalf, communicated the rationale to companies for abstaining or voting against management recommendations. Indicate this as a percentage out of all eligible votes.

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

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

16.4. Additional information. [Optional]

Our most significant vote against management recommendations is due to our board diversity guidelines with respect to director elections. These are always communicated directly with management because the rationale for the vote would not be clearly understood without feedback (as opposed to a shareholder or management resolution on a specific topic). Similarly, we communicate about any shareholder resolutions in which we are leading or participating. In the course of our many company dialogues, we make our voting priorities clear throughout any given year.

With respect to proxy items where our public voting policies are clear-cut, we do not make special efforts to communicate with companies receiving an Against vote. For example, since our policies explicitly state our preference for an independent board chair, we do not generally pursue additional communication with a company facing a shareholder resolution on this topic.


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities in which you 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]

Boston Trust Walden votes all proxy items for companies in client accounts where we have voting authority.


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

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

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

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
86 %
Against (opposing) management recommendations
14 %
Abstentions
0 %
100%

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

60

18.4. Additional information. [Optional]

Looking exclusively at shareholder resolutions (as opposed to management sponsored proxy items) yields very different results than those reported above. In calendar year 2019, Boston Trust Walden voted shareholder proposals in support of management recommendations 12% of the time. In other words, Boston Trust Walden supports the great majority of environmental, social, and governance related proxy resolutions that shareholders put on proxy ballots in order to strengthen ESG performance, transparency, and accountability (i.e. 88% of the time we voted against management recommendations). We also note that shareholder proposals account for virtually all social and environmental proxy resolutions. Hence, in our opinion, PRI should request this information explicitly in future questionnaires.

Votes against management recommendations on shareholder proposals reflect our general support for resolutions seeking improved ESG policies, practices, or transparency, consistent with our fiduciary duty.

In addition, the percentages reported in LEA 18.2 above are skewed because of director elections that appear on all ballots and where each director candidate counts as a separate ballot item for a vote. In 2019, votes on directors represented nearly 70% of total votes cast. Importantly, Boston Trust Walden voted against management on at least 1 ballot item at 60% of company meetings.* Our most significant votes "against management" on company sponsored proposals in 2019 include votes against at least one member of the nominating committee at 31% of companies due to insufficient board diversity,16% against directors for serving on too many boards, and 12% against advisory votes on executive compensation.

On rare occasions we vote Abstain, usually to signal support for the underlying substance of a shareholder resolution but not the specifics of the request. In 2019, we abstained on 6 ballot items or less than 1% of all ballot items.

In general, our basic investment approach, which emphasizes companies and managements we deem to be of higher quality, contributes significantly to our record of support for management sponsored proxy resolutions.

The figures above do not include proxy voting results of the Walden International Equity Fund, due to limited overall assets (less than 1%) in this relatively distinct strategy. We vote all proxies according to our proxy voting guidelines and post the proxy voting record to our website.

Our answer to LEA 18.3 represents our best estimate.

* The percentages are based on 249 companies headquartered in the U.S.


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]

We repeat below our response from LEA 06.3.

As long-term investors, our preference is to have a constructive dialogue with the companies in which we invest. We regularly initiate dialogues with corporate management to address issues of concern to our clients, both during the process of evaluating companies for investment and once we are shareholders. Often, we establish collaborative and enduring relationships. Boston Trust Walden meets regularly with many companies to discuss emerging issues, share and learn leading practices, and monitor progress toward stated goals.

In cases where companies are not sufficiently responsive or where dialogue breaks down, we take our concerns directly to the board and other shareholders through the shareholder resolution process. Sponsoring a shareholder resolution allows an issue to be voted on by all shareholders through the proxy ballot. Importantly, filing a resolution often encourages negotiations with management leading to an early agreement and allowing withdrawal of the resolution before the proxy ballot is printed. Should the resolution not be withdrawn, however, Boston Trust Walden's resolutions frequently achieve significant levels of support, compelling management to act.

Some companies may continue to be unresponsive to a shareholder request despite a strong vote of support for the proposal. Examples of Boston Trust Walden's responses to such circumstances include:

  • Issuing a statement publicizing the strong vote and highlighting the rationale for the engagement;
  • Appealing to the company's general counsel and board members to encourage action;
  • Engaging major asset owners, asset managers, and proxy advisory firms to encourage support;
  • Reaching out to local media for press coverage;
  • Amending the resolution for potential re-filing in subsequent years; and
  • Filing proxy exempt solicitations with the US Securities and Exchange Commission.

LEA 20. Shareholder resolutions

20.1. Indicate whether 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.

17 Total number

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

Went to vote
47 %
Were withdrawn due to changes at the company and/or negotiations with the company
53 %
Were withdrawn for other reasons
0 %
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 a vote (i.e., not withdrawn), indicate the percentage that received approval:

0 >50%
75 50-20%
25 <20%

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

The summary of Boston Trust Walden's 2019 ESG shareholder resolutions have been published in several venues (client newsletter, quarterly updates, and website) and can be found here: https://www.bostontrustwalden.com/wp-content/uploads/2020/02/2019-ESG-Impact-Report_Digital-PDF.pdf

This summary is not an exhaustive list of our resolution activity, as we also support clients who desire to lead or participate in additional shareholder proposals.

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

In the course of our proxy voting process, we review every ESG shareholder resolution filed by other investors at companies held in our client portfolios. We rely on an external proxy advisor, ISS, to provide proxy research and implement our custom proxy voting guidelines via electronic voting (which includes referring certain proxy items back to our attention). Boston Trust Walden reviews the votes populated by ISS, and, as appropriate, changes the ISS interpretation of our proxy voting policies. As needed, when a shareholder resolution addresses an issue not covered by our proxy voting policies, we consult with members of the Proxy Voting and Shareholder Engagement Committee to determine our position.

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
Climate Change
Conducted by
Objectives

We encourage companies to identify, mitigate, and adapt to climate risk. Most importantly, we encourage companies to set robust, science-based greenhouse gas reduction goals that are aligned with the Paris Climate Agreement. Such goals aim to limit warming to 2ºC above preindustrial levels and pursue efforts to limit the temperature increase to 1.5ºC above pre-industrial levels.

Scope and Process

Boston Trust Walden routinely supports assessment and disclosure of climate risk management through company dialogues, sponsorship of shareholder resolutions, and proxy voting.

Outcomes: We filed two shareholder proposals in the 2019 proxy season seeking science-based GHG reduction goals. One was withdrawn with an agreement to adopt a goal (which was announced in the fall of 2019) and the other garnered 21% shareholder support. The latter company also adopted a goal subsequent to the annual meeting. Overall, we supported numerous climate change-focused shareholder resolutions that went to a vote: 4 of 4 on GHG emissions; 2 of 4 seeking specific climate actions; 2 of 2 on renewable energy; and the one request for a report on climate risk. Votes against climate resolutions reflect either a concern about the request or our assessment of a specific company’s performance. We continue to engage with numerous companies on this proxy voting and engagement priority.

Outcomes
ESG Topic
Climate Change|Political spending / lobbying
Conducted by
Objectives

Lobbying activities have the potential to conflict with stated company policies or goals and may pose reputational risk. We encourage companies to be transparent regarding lobbying policies, oversight, and expenditures. This request covers indirect lobbying activities through third parties such as trade associations and think tanks.

Scope and Process

With AFSCME, since 2011 Boston Trust Walden has been a leading investor voice and coordinator among U.S. investors for greater disclosure of lobbying activities. Over the years, a broad-based coalition filed nearly 400 shareholder proposals leading to more than 75 agreements to enhance corporate lobbying practices and disclosure. The coalition has also engaged more than 80 companies that have left the American Legislative Exchange Council (ALEC), a trade association with a record of opposing climate policies and regulation. Our collaboration with AFSCME extends well beyond companies held in Boston Trust Walden client portfolios

Outcomes: In 2019, a coalition of at least 70 investors filed proposals at 33 companies asking for disclosure reports that include federal and state lobbying payments, payments to trade associations and social welfare groups used for lobbying, and payments to any tax-exempt organization that writes and endorses model legislation. Climate change lobbying was a special focus.

Boston Trust Walden supported all 6 resolutions on lobbying disclosure that went to a vote. We filed 3 of these resolutions and support ranged from 18-39%. We are in ongoing, constructive dialogues with these companies.

Outcomes
ESG Topic
Company leadership issues|Diversity|Other governance
Conducted by
Objectives

Board diversity is an indicator of good corporate governance. Our proxy voting practices encourage companies to take specific steps to expand the representation of women and people of color on boards of directors.

Scope and Process

In 2019, we withheld support for (or voted against) directors serving on nominating committees at approximately 30% of portfolio companies that did not have 30 percent board diversity inclusive of at least one woman and one person of color. We engage with the majority of these companies throughout the year to explain our proxy voting guidelines, make the business case for diverse representation, and commence or continue dialogue.

Outcomes: In 2019, we wrote and/or spoke with greater than 100 companies in our clients’ portfolios, of which 24 recently added one or more directors who add to their board’s diversity profile. Numerous others have adopted or committed to “Rooney Rule” disclosure (a commitment to a diverse candidate pool) and/or enhanced corporate governance documents and proxy disclosure.

Additionally, we file and support shareholder resolutions on this topic. In 2019, Boston Trust Walden withdrew the one resolution we filed after the company increased transparency about its process, underscoring a commitment to add diversity with its next director appointment.

Finally, we generally support shareholder resolutions requesting that a company take steps to increase gender and racial/ethnic diversity on the board of directors.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Votes against management on the advisory vote on executive compensation (“Say on Pay”) signify concerns about pay for performance, structural problems in compensation plans, and/or excessive absolute compensation.

Scope and Process

Most Boston Trust Walden companies have annual Say on Pay votes. As a leading investor advocate for Say on Pay before it was mandated in the Dodd-Frank legislation, we have engaged with companies on executive compensation practices and transparency for a decade. We continue to speak with companies as opportunities arise, both before and after shareholder meetings, particularly at companies where we voted against executive compensation in the previous year.

Outcomes: We voted against management sponsored Say on Pay votes 12% of the time in 2019. We believe our investment selection discipline, which focuses on high quality companies (and management), reduces exposure to problematic executive compensation relative to our investment universe.

Outcomes
ESG Topic
Climate Change|Sustainability reporting
Conducted by
Objectives

We encourage companies to publish comprehensive sustainability reports with significant attention to the most material ESG risks and opportunities. Oftentimes these discussions include a focus on reporting climate-related metrics, goals, and performance. We believe it is in the long-term interest of companies and their investors for ESG risks and opportunities to be identified, measured, managed, and communicated.

Scope and Process

We regularly support shareholder proposals on sustainability reporting and strategically file our own resolutions or co-file with other investors. We encourage companies to incorporate leading practice reporting standards such as the GRI (Global Reporting Initiative) as well as the SASB (Sustainable Accounting Standards Board) framework focused on industry-specific material ESG factors.

Outcomes: Boston Trust Walden filed one shareholder proposal on sustainability reporting in 2019, which garnered 28% shareholder support (and a much higher percentage of unaffiliated shares). The company subsequently produced its first report. Additionally, we generally support shareholder resolutions requesting that a company initiate or enhance sustainability reporting.

 

Outcomes

21.2. Additional information. [Optional]

Boston Trust Walden proxy voting policies apply to all assets under management.

Boston Trust Walden discloses proxy voting records and guidelines for the Boston Trust Walden Funds. These mutual funds represent our primary investment strategies and the vast majority of companies in all client portfolios (https://www.bostontrustwalden.com/investment-services/mutual-funds/). As requested, and as frequently as quarterly, we also disclose custom proxy voting records privately to clients with separately managed accounts.

In addition to annual website reporting of proxy voting guidelines, as well as proxy voting records (individual company votes), we publish a summary of our proxy voting practices in our second quarter and annual impact reports published on our website.


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