Committee on Workers' Capital

2022 Proxy Season Bulletin

Shalini Ramgoolam — 2022-04-14T21:40:03Z

The CWC Secretariat invites asset owners and managers to consider supporting the following shareholder resolutions related to decent work and labour rights during the 2022 proxy season.

Building on filings from 2021, there continues to be heightened shareholder interest in fundamental labour rights, racial justice and human rights due diligence in 2022. For example, shareholders are being called upon to support proposals asking companies to report on how they are upholding workers' fundamental right to freedom of association and collective bargaining at Amazon.com and Dollarama.

The CWC Secretariat has compiled a list of resolutions available below that have either been filed by CWC participants (e.g., trade union affiliated investment funds) or that touch on decent work, fundamental labour rights and trade union priorities. This year investors will have the opportunity to vote on issues related to: employment standards, fair wages, sick leave, forced labour in supply chains, worker voice on corporate boards, the just transition to a low carbon economy, tax transparency and more. This list will be updated on a continual basis throughout the annual general meeting (AGM) season.

TAKE ACTION

CWC participating trustees are invited to forward this document to fund staff, asset managers and/or proxy voting service providers to hold them accountable on investment stewardship practices on fundamental labour rights, decent work and other trade union priorities.

Trustees who are in a position to communicate with their asset managers can take the following steps depending on their investment management arrangements:

Segregated funds: Trustees of funds that hold their assets in segregated accounts can instruct their asset managers to vote their shares according to the recommendations in the attached document.
Pooled funds: Trustees of funds that invest through pooled funds can express their support for a resolution and ask their asset manager to report to them on how the shares represented by their interest have been voted and why.

Funds, trustees and union leaders can also increase the visibility of shareholder proposals by publicizing their support in the days before the company AGM.

2022-05-05_proxy_bulletin_-_list_of_key_votes.xlsx

Reporting on Labour Rights at Amazon.com: Expectations from the Committee on Workers' Capital

Tamara Herman — 2022-04-11T15:23:07Z

The CWC appreciates that Amazon.com, Inc. (“Amazon”) is planning to report on how it implements its commitments to freedom of association and collective bargaining.

Since Amazon has not yet outlined just what it will include in its report, and, given our concerns regarding Amazon's record on labour rights, we have articulated a set of expectations – in the form of questions – that, if fully and honestly answered, would render this report meaningful and useful for investors.

cwc_amazon_proxy_season_guidelines_foa_v2.pdf

Voting for Workers at Amazon.com, Inc.: CWC Proxy Season Brief

Tamara Herman — 2021-05-13T16:21:14Z

Amazon.com, Inc. AGM Date: Wednesday, May 26, 2021

This proxy season, Amazon's investors have opportunities to press the company to improve its workforce management and oversight. This investor brief summarizes shareholder resolutions that touch on issues related to workers' rights at Amazon – from corporate governance-focused resolutions that target board oversight of risk to others that ask for enhanced disclosure on workforce issues.

The CWC Secretariat encourages investors to VOTE FOR the following resolutions:

ITEM 5—Shareholder Proposal Requesting a Mandatory Independent Board Chair Policy
ITEM 6—Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
ITEM 7—Shareholder Proposal Requesting a Report on Promotion Data
ITEM 9—Shareholder Proposal Requesting a Diversity and Equity Audit Report
ITEM 10—Shareholder Proposal Requesting an Alternative Director Candidate Policy
ITEM 11—Shareholder Proposal Requesting a Report on Competition Strategy and Risk
ITEM 13 - Shareholder Proposal Requesting Additional Reporting on Lobbying

Click here to read the CWC Amazon 2021 Proxy Season Brief
Click here to read the Amazon Proxy Statement, which includes all resolutions

amazon_proxy_brief-final_2.pdf

2021 Proxy Season Bulletin

Shalini Ramgoolam — 2021-04-28T23:08:54Z

The CWC invites you to consider the following proposals during the 2021 North American/European Proxy Season. A comprehensive list of key vote recommendations either filed by or supported by CWC participants is provided in the Excel spreadsheet below. This list will be updated on a continual basis throughout the season.

CWC participating trustees can forward this document to their fund managers.

KEY VOTE RECOMMENDATIONS FOR 2021

The companies with key vote recommendations include Amazon.com, McDonald's, Southern Copper Corporation, XPO Logistics, TMX Group Ltd, Chartwell Retirement Residences, ExxonMobil, State Street, Intel and Wal-Mart.

See Excel spreadsheet for full details:

2021-04-29_proxy_bulletin_-_public.xlsx

Proxy Alert: Alphabet Inc.

Tamara Herman — 2019-06-14T20:49:07Z

Please consider a vote in support of Resolution 11 at Alphabet Inc. (parent company of Google): Stockholder proposal regarding the nomination of an employee representative director

The Change to Win (CtW) Investment Group has filed the following resolution:
THAT shareholders of Alphabet Inc. (“Alphabet” or “the Company”) request that the Board nominate an Employee Representative Director for election to the Board by shareholders at Alphabet's 2020 annual meeting of shareholders.

The Employee Representative Director shall be a current non-executive Alphabet employee who consents to serve on the Board. Current employees shall be given the opportunity to suggest persons to serve as the Employee Representative Director to the Nominating and Corporate Governance Committee, which will recommend a candidate for nomination by the full Board. If the Employee Representative Director ceases to be a non-executive employee of Alphabet during his or her term, the Board should appoint a replacement who satisfies the criteria set forth above.

Read resolution and supporting statement here (SEC filing).

Read the CWC Proxy Alert here.

2019_cwc_proxy_vote_alert_alphabet_final.pdf

Photo: Wikipedia Commons

Proxy Alert: Woolworths Group Limited (ASX: WOW)

Tamara Herman — 2018-10-31T20:06:54Z

We are encouraging CWC participants' funds to vote in support of two shareholder resolutions at the upcoming Woolworths Group Limited AGM on November 21.

The following two shareholder resolutions have been filed by LUCRF Super and the Australasian Centre for Corporate Responsibility (ACCR):

Resolution 6 (a) - A special resolution, as required under Australian law, for ordinary resolutions on ESG risk to be put to a vote;
Ordinary Resolution 6 (b) - Human rights in our company's operations and supply chains

For more details, we invite you to read the investor brief prepared by the National Union of Workers (NUW) and ACCR.

ESG issues
Woolworths is one of the principal buyers of fresh fruit and vegetables in Australia. As per numerous media reports outlined in this investor brief, labour rights violations in Australian domestic fresh food supply chains include abuse, sexual harassment, underpayment and mistreatment of migrant and/or season workers. Migrant workers who spoke out about underpayments, excessive overtime, and unsanitary working conditions at Woolworth suppliers have faced retaliative measures.

Why investors should consider supporting these resolutions
In 2017 ACCR, the National Union of Workers (NUW) and LUCRF Super put forward a human rights reporting shareholder resolution to be considered at the company's 2017 AGM. The resolution was withdrawn following the company's commitment to work collaboratively towards the implementation of an agreed pre-qualification programme for labour-hire providers.

Despite ongoing engagement, an agreement on the pre-qualification programme and trade union involvement in worker education and grievance mechanisms has not been reached. The resolutions presented by ACCR and LUCRF Super are premised on the evidence that a tripartite approach is best suited to addressing human rights risks in the Woolworths' supply chain and mitigating operational risks related to labour rights violations. They seek to align the disclosure requirements in Woolworths' domestic food supply chain in line with those in its global apparel supply chains.

For more information, please contact Paul Richardson, National Union of Workers or Katie Hepworth, ACCR

PDF version of brief:

woolworths_investor_brief_final.pdf

Agence Producteurs Locaux Damien Kühn

Host Hotels & Resorts Shareholder Resolution

Tamara Herman — 2018-03-28T21:27:25Z

UNITE HERE is urging shareholders to support a resolution it filed for an annual sustainability report at Host Hotels & Resorts Inc. (NYSE: HST). The AGM will be held on May 17, 2018.

The text of the resolution reads as follows:

Shareholders request Host Hotels & Resorts (“Host”) issue an annual sustainability report with due diligence about operations at Host's properties, including the impact on investors of hotel operators' environmental, human rights, and labor practices. The reports should be prepared at reasonable cost, omitting proprietary information, and the first report should be available to shareholders in advance of the 2019 annual meeting.

We recommend Host ask its hotel operators to use the Global Reporting Initiative's (“GRI”) Sustainability Reporting Standards to prepare the report(s). The Standards cover environmental impacts, human rights, and labor practices, and provide a flexible reporting system that allows omission of content irrelevant to company operations.

Read the full resolution here:

final_hst_gri_sustainability_reporting_proposal_2017-12-21_revision.pdf

Photo: Pixabay/ManuelaJaeger

XPO Shareholder Resolution

Tamara Herman — 2018-03-27T23:12:28Z

The International Brotherhood of Teamsters General Fund has filed a shareholder resolution at XPO Logistics Inc. (NYSE: XPO). AGM date: May 17, 2018.

The text of the resolution reads as follows:

Shareholders request XPO Logistics, Inc. (“XPO”) issue an annual sustainability report describing the Company's responses to Environmental, Social and Governance (“ESG”) related issues affecting the Company.

The report should be prepared at reasonable cost, omitting proprietary information, and be available to shareholders by December 2018. It should address relevant policies, practices, and metrics on topic, such as human capital management and greenhouse gas emissions, and provide objective quantitative indicators and goals relating to each issue, where feasible.

We recommend using the Global Reporting Initiative's Sustainability Reporting Guidelines to prepare the report. The Guidelines cover environmental impacts, human rights and labor practices and provide a flexible reporting system that allows omission of content irrelevant to company operations.

Read the full resolution here
Read the Teamsters' Proxy Alert here

mrigendra chauhan

ITF Shareholder Letter: ICTSI

Tamara Herman — 2018-03-23T23:27:38Z

Paddy Crumlin, President of the International Transport Workers' Federation and co-chair of the Committee on Workers Capital, writes letter to International Container Terminal Services, Inc. (ICTSI) shareholders.

The International Transport Workers' Federation (ITF) recommends shareholders vote against ICTSI directors at the company's AGM on April 19, 2018. The ITF released a shareholder advisory note and a shareholder letter detailing governance issues at International Container Terminal Services Inc. (ICTSI).

ictsi_proxy_letter_final.pdf

ictsi-shareholder-letter_final.pdf

chuttersnap

CWC Proxy Alert: BBVA & Santander

Tamara Herman — 2018-03-21T22:17:53Z

The Confederación sindical de comisiones obreras (CCOO) has issued proxy vote recommendations for the 2018 season: Banco Bilbao Vizcaya Argentaria (BBVA) and Banco Santander. The recommendations for abstentions and votes against management, which reflect issues of concern to the trade union movement, were prepared by CCOO and are summarized below.

Trustees are invited to share these recommendations with their fund managers. Blackrock Inc is the major shareholder for BBVA (5,708%) and for Banco Santander (5,94%).

Banco Bilbao Vizcaya Argentaria (BBVA)
CCOO recommends abstentions/votes against the following proposals:
1.3. Social management: abstain
2.5. Nomination of independent director: against
2.7. Nomination of independent director: abstain
4. Approval of a maximum level of variable remuneration for a certain group of employees whose activities have a risk profile: against
6. Advisory vote on board remuneration policy: against
For your convenience, we have provided basic translations of the CCOO explanations here.

Banco Santander
CCOO recommends abstentions/votes against the following proposals:
1.B. Social management: abstain
3.B. Nomination of independent director: abstain
3.C. Ratification of appointment: abstain
3.G. Re-election of independent director: against
4. Approval of a maximum level of variable remuneration for a certain group of employees whose activities have a risk profile: against
6. Advisory vote on board remuneration policy: against
7. Delegation of the power to increase the share capital. Delegation for the exclusion of pre-emptive subscription rights: against
9. Remuneration policy: against
10. Remuneration of directors: against
11. Maximum ratio between fixed and variable components: against
12.A. Application of compensation plans delivery of shares: against
12.B. Deferred variable remuneration linked to multi-annual objectives: against
12.C. Buyout policy: against
14. Advisory vote on the board remuneration policy: against
For your convenience, we have provided basic translations of the CCOO explanations here.

Thank you in advance for considering this request.

For your convenience, we have provided basic translations of the CCOO explanations here.

Full CCOO proxy alert in Spanish:

informe_ccoo_junta_de_accionistas_banco_santander_2018.pdf

Photo: Pexels/Pixabay