Politics Happens | Stewardship in a Deregulatory Environment

Last week, we learned the United States will be governed by a Republican administration for at least four years (and a Republican legislature for at least two years). While there has been some curious political re-alignment going on in the world’s largest economy, it remains the case that a Republican-dominated federal government is unlikely to regulate business so as to constrain greenhouse gas (GHG) emissions, uphold workers’ rights, and protect biodiversity. Furthermore, as we reported in our July newsletter, the current make-up of the U.S. judiciary already created a difficult environment for effective regulation.
 

INVESTOR RISKS IN A DEREGULATORY ENVIRONMENT

 
All of this means there’s less likely to be an effective policy counterbalance to profit-driven market forces that raise atmospheric GHG concentrations, treat workers as commodities, and destroy critical ecosystems. The deregulatory environment creates a risk for long-term, diversified investors: unfettered companies will be able to pursue profits in a manner that creates social, environmental, and economic costs that blow back on investors as a class. Climate risk is a classic example: one recent study showed that equities were at risk for a 30-40% downward rerating if we’re unable to reduce GHG emissions. This risk isn’t limited to investors domiciled in the United States: the size and leadership position of its economy, along with the global nature of its capital markets, spreads this risk to investors around the world.

For investors and others who believe such market failures can seriously threaten our economy and our future, and thus their portfolios, this may feel frustrating—what’s to be done if there are no policy levers available to address climate change, inequality, deforestation, and other externalities that inevitably threaten critical systems when companies pursue profits without limit?

CORRECTING MARKET FAILURES FROM WITHIN

 
At The Shareholder Commons (TSC), we believe there’s an answer to that question: markets less fettered by regulation don’t have to lead to tragic economic outcomes, because when governments fail to play a strong role, the market participants themselves have an interest in better accounting for social and environmental costs that companies externalize. Shareholders can use their corporate governance rights to rein in corporate excess that threatens the social, environmental, and economic systems that underpin diversified portfolios.

This governance technique is known as system stewardship, and TSC exists to help investors operationalize these concepts. Below we offer (1) a short primer on system stewardship and (2) some steps for investors who want to sharpen their system stewardship tools.

 

WHY SYSTEM STEWARDSHIP?

 
Modern investing requires diversification. Optimizing the financial risk and return of a portfolio requires broad diversification. This allows savers to earn the high returns available from risky assets (such as common stock), while diversifying away the idiosyncratic risk that would accompany concentration in one company or sector.

Diversified investors must prioritize overall market returns and broad economic performance. This diversification means the most important factor determining investment returns over the long term will be the return of the market itself, rather than whether any particular company in a portfolio does better or worse than the market: overall market performance explains 75-94% of portfolio returns. In turn, the economy’s performance chiefly determines broad market performance.

Diversified investors considering sustainability questions should prioritize the systemic effects of company decisions in order to enhance broad market returns. When considering a vote on a matter that implicates sustainability issues, investors should ask, “How will my vote affect my overall return from the market?” Often, the answer to this broad question is the same as the answer to the narrow question, “What vote will optimize returns at this company?” For example, the answer to the question of whether to support a resolution favoring shareholder rights may be “yes,” because those rights will create greater accountability, so that the company is more likely to protect shareholders’ financial interests, improving both company returns and total market returns.

For some sustainability questions, however, individual companies’ interests are not aligned with their diversified shareholders’ interests in optimizing overall market returns. It’s not always the case that the vote that’s best for company returns is best for portfolio returns. The strategy that maximizes cash flows for a company may involve the creation of social and environmental costs that threaten the systems upon which diversified portfolios depend. These externalized costs undermine the value of the global economy.

For example, an investor might be concerned that an investee company is emitting GHG at a rate that’s inconsistent with a global temperature increase that preserves value across the economy; that investor might choose to vote against directors of the company if it didn’t change its behavior, even if company managers believed the emissions reduction would reduce the company’s financial returns. For in-depth discussion as to how this perspective affects shareholder action regarding climate change, antimicrobial resistance, and wages, see the case study section of our website.

Shareholders can and should vote in their own interests (or those of their beneficiaries), even when those interests conflict with isolated company interests. Neither law nor commercial reality constrain shareholder stewardship or advocacy designed to preserve or enhance a portfolio’s long-term value: If a portfolio company creates social or environmental costs that threaten their overall portfolio returns, investors can (and should) use their stewardship tools to oppose such behavior, even if doing so could reduce enterprise value at an individual company. (A memo explaining this concept is available here.)

System stewardship is best implemented through shareholder adoption of guardrails. Guardrails are minimum sustainability parameters for companies that protect social, environmental, and economic systems. For example, if investors believe the economy would benefit from a greater percentage of workers receiving a living wage, they could support a guardrail that requires companies to provide such wages throughout their supply chains. Shareholders can use multiple tools to insist that companies pursue profits within these limits:

  • Voting against directors at public companies that don’t follow guardrails;
  • Voting for resolutions asking companies to adhere to guardrails;
  • Voting against going-private transactions that don’t include guarantees to adhere to guardrails; and
  • Ensuring companies entering the market through IPOs are committed to guardrails.

Investors can also use their influence as limited partners to ensure private equity, venture capital, and hedge fund sponsors bring portfolio companies within guardrails. Even companies not subject to such governance tactics can be affected through their participation in supply chains.

System stewardship leverages investors’ unique powers. Some investors who recognize the threat extractive corporate practices pose to their diversified portfolios believe policy advocacy is the best method to address corporate excess. While such advocacy can be useful and important, it doesn’t leverage the unique power shareholders have as rightsholders in companies, which can be particularly important during periods where policy solutions are unlikely.

 

WHAT YOU CAN DO NOW

 
Update Proxy Voting Guidelines & Investments Beliefs. Adoption of proxy voting guidelines along the lines set forth in this model will give staff and advisors the direction they need to act on systemic issues and ensure trustees have accounted for the full effect of their stewardship choices. See model language here.

Subscribe to Portfolios on the Ballot, our annual proxy voting guide for system stewards. This free publication flags votes where proponents are arguing that a company needs to take measures to ensure it’s not following business practices that compromise critical systems that all underpin diversified portfolios. During proxy season, subscribers receive a weekly alert as to important upcoming votes. Subscribe here.

Integrate System Stewardship/Portfolio Value considerations into proxy actions for the coming season. By integrating portfolio-level considerations into proxy actions, we can shift the nature of our engagements, focusing on what’s best for beneficiaries and moving away from a singular focus on what’s good for one company. See examples of such arguments here. Initiatives that include such arguments may be eligible for inclusion in Portfolios on the Ballot.

Work with asset managers to ensure shares are voted on a system stewardship basis. Asset owners with diversified portfolios should make sure each manager mandate aligns the manager’s actions with the owner’s interests in stewarding systems. Explore model provisions that can be integrated into an asset management mandate.

Drive Demand for a System Stewardship Proxy Advisory Service. Our proxy system contains a yawning gap, in that none of the off-the-shelf proxy advisory platforms is specifically designed to provide advice that optimizes the returns of diversified investors. TSC has design a model RFP requesting such services, and you can help scale adoption of system stewardship by using it to encourage the creation of proxy voting advice that takes portfolio value into consideration.

Support TSC’s guardrail campaigns, which protect portfolios from the risks of antimicrobial resistance and poverty wages. TSC is working with investors at eight companies to protect portfolios from extractive practices that threaten our health system and social fabric. Learn about these campaigns and how you can provide support here and here.