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Christian Brothers Investment Services, Inc.

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.

Our proxy voting service provider votes our shares according to our specific guidelines, and we review our votes daily/weekly as they flow in. Where there are special circumstances, or where the guidelines do not clearly indicate how to vote, they are automatically referred to our CRI team for direct assessment and voting, which occurs very frequently. We document any exceptions to existing guidelines in the voting platform and reasons why.

12.3. Additional information.[Optional]

CBIS has developed a customized set of proxy voting guidelines based upon the teachings of the Catholic Church, and we use the guidelines to inform our proxy voting decisions. We endeavor to vote ballots consistent with our guidelines at all times. CBIS was one of the first investment managers in North America to disclose its voting guidelines almost 20 years ago. We quickly followed up that disclosure with posting our actual votes online in close-to-actual voting time.

Proxy voting look-up, and a summary of voting trends in real-time, can be found here:

http://cbisonline.com/eu/catholic-responsible-investing/proxy-voting/ (UCITS)

http://cbisonline.com/us/catholic-socially-responsible-esg-investing/proxy-voting/ (CUIT)


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


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

Our policy dictates that we can recall securities on loan to vote on them when we wish to, and we have authority to block securities from being loaned as well. 

 

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]


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]


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]

Our actual voting percentage from 17.1 was 99.9%. CBIS cannot always guarantee our ability to vote shares in countries that: engage in block trading in company shares during the period between when a vote is due and the date of the company’s annual shareholders’ meeting; require excessive fees for voting proxies; or those with excessive administrative/legal burdens during short timeframes.

For more information, and to see the exact number of votes cast FOR/AGAINST/ABSTAIN and by sector, please see: http://cbisonline.com/us/wp-content/uploads/sites/2/2017/03/CBIS_Proxy-spreads_final_links.pdf.


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
66 %
Against (opposing) management recommendations
34 %
Abstentions
0 %
100%

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

.01

18.4. Additional information. [Optional]

We report the number of votes for and against management on our website in real-time summary graphics that can be uploaded based on specific search features. While we track the number of ballot items voted, the number of unique companies  (LEA 18.3) we are voting at is something we currently do not track, as there might be a number of companies where we are voting several distinct ballots for the same company, but across various funds.

We sometimes pre-declare our votes in advance, as a matter of public awareness and investor education, on issues or companies of high importance to our CRI program. Such pre-declarations have been increasing in recent years, across investors in the US and EU, as a way to draw attention to important “key votes” and help educate other investment managers on the importance of their analysis and voting on those decisions. 


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]

CBIS does not contact directors or executives after votes of against or abstain as a normal course of business. We typically only contact a company when we have a long-term engagement in place, or where a significant controversy occurred and the company still has not addressed it at the time of the AGM. We may also "pre-declare" our votes against directors or executives on issues of high importance to our firm, where a company has not done enough to address our concerns on that issue. We are typically joining other investors in that "pre-declare" announcement, which is public.


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.

4 Total number

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

Went to vote
25 %
Were withdrawn due to changes at the company and/or negotiations with the company
75 %
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:

100 >50%
0 50-20%
0 <20%

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

CBIS-led:

AT&T Corp.: Child Sexual Exploitation Online: Filed Oct. 2019; withdrawn Dec. 2019. Company disclosed to us some metrics and initiatives on combating child sexual exploitation and agreed to continued dialogue to better define best practices on the issue.

Verizon Communications: Child Sexual Exploitation Online: Filed Nov. 2019; withdrawn Feb. 2020. CBIS met with the company.

Sprint Corp.: Child Sexual Exploitation Online: Filed Feb. 2019; AGM was scheduled for Aug. 2019 and then postposed due to possible acquisition by T-Mobile US. AGM was then scheduled for Mar. 2020, but then cancelled due to acquisition. 

 

CBIS co-filed, and led US engagements:

BP plc: GHG Targets for Products and Operations Aligned with Paris Agreement: Co-filed Feb. 2019 with dozens of co-filers. The resolution received 99.17% support and passed. CBIS attended the AGM and encouraged the Board to support Scope 3 emissions target-setting. CBIS also met with the chairman of the Board the day before the AGM.

 

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

Yes, frequently, to understand what new proposals are coming up for the season for proxy voting; to educate ourselves on emerging ESG risks to pay attention to; to understand why certain proposals are being challenged at the US SEC or other securities regulators; and to understand variations in wording that might lead to proxy advisory services or large, influential investors not supporting those asks.

20.7. Additional information. [Optional]

CBIS has been active in filing shareholder resolutions on E, S, and G topics for over 30 years--largely on environmental, economic justice and human rights issues. We have tracked the number of resolutions we have filed, that have been omitted, or withdrawn, for over two decades, and we track what core accomplishments we have achieved, by issues area, from our engagements, including our dialogues.


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 examined best practices on climate change-related proxy voting guidelines, particularly related to:

  • the governance of climate risk
  • board refreshment and integrating new skillsets for directors to better guide companies through climate transition risk
  • remuneration strategies tied to climate change objectives
  • accounting and audit firm/Audit Committee guidance related to company climate performance and risk
  • other cutting edge approaches to climate voting.
Scope and Process

We reviewed the voting guidelines of a number of peers around the globe, particularly ones that we knew specialized in their engagement approaches on climate change. We compiled examples of effective voting guidance, for consideration in 2019 to possibly amend and update our policies. We also had discussions with ISS throughout the year on its climate voting research capabilities and our ability to assess director elections, compensation and other governance-related votes tied to climate change.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

To improve our proxy voting guidelines on executive compensation, in order to better incorporate issues of income/wealth disparity at the company level in our voting decisions, and to assess voting instructions that may be helpful in keeping executive compensation at a fair and balanced level.

Scope and Process

We continued in 2019 to examine voting guidance from several peer organizations globally and voting research from proxy advisors on comp votes and income disparity; we studied compensation package approval rates by top institutional investors and how that compared with our own Say on Pay approvals and other compensation votes; and we worked with ISS to better understand the implications for certain voting policies on compensation, in terms of pay packages approved or not approved in key markets.

Outcomes
ESG Topic
Human rights
Conducted by
Objectives

CBIS reached out to some of our sub-advisers after resolutions we filed went to a vote, to understand how our own managers voted their ballots on issues of high priority to us. 

Scope and Process

We asked for meetings with select managers the day after the AGM occurred so that the reasons for their vote were fresh in their minds to have a detailed discussion with us on those decisions. We prioritized the managers where we had sent them information on the resolution topic beforehand, or where we had presented the information directly to the pertinent analysts.

Outcomes

21.2. Additional information. [Optional]

We additionally reviewed the votes of key external managers on votes important to us, to better understand their approach to issues where we engage.


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