Proxy Season 2021: Spotlight On Global Health & Social Issues

Our country, like most others, has been in a constant state of flux over the past year; from adjusting to the pandemic lifestyle, to educating ourselves on the ideologies of the recent Black Lives Matter movement, we’ve come to view life through a different lens, reflect on our own behaviors and biases, and grow accordingly, but how do all of these changes translate to the work corporate board members are performing and how does that impact proxy season?

We recently hosted an informative webinar at Women in the Boardroom on Proxy Season 2021, and heard from an amazing list of experts including, Sabrina Hannam, Advisory Board Member of Structured Finance, Howard Brod Brownstein, President, The Brownstein Corporation, Alice M. Peterson, Founder, The Loretto Group, and Gayle Crowell, Director, Envestment. Here are some key takeaways from the event.

What Is Proxy Season?

Proxy season is the period of time in which many public companies hold their annual shareholder meetings. The proxy process is important because it gives voice to investors’ concerns about things like how the environment shapes the resilience of the stock market, how the pandemic has impacted corporate governance needs, how to manage the calls to diversify their boards, and also how the new Biden administration will impact the agendas and priorities of corporate boards. Proxy season is a time that board members prepare for, and it’s really actually a very interesting time for the company.

According to Sabrina Hannam, “Proxy season has been previously seen as a compliance exercise focused on annual board elections and proxy statements, and as an opportunity for boards to engage with and educate their shareholders about their company’s plans and strategies. With recent evolvements in global health and social issues, companies are now having to get involved in controversies because these controversies impact the proxy statement.” In some sense, this is forcing companies to be more transparent than ever with their stakeholders.

Emphasis on Diversity

There has been more focus than ever on increasing board diversity, and boards aren’t taking the steps to diversify their boards out of societal pressures alone, they’re genuinely looking for qualified directors who fill the gaps in skill sets and also holding space for more diverse candidates that fit that criteria.

Hannam says, “We expect more focus on requesting companies to disclose the efforts they are taking to recruit hire, develop, and promote diverse candidates throughout the organization, and we expect companies to be asked to describe in reports for the board what they are doing to make the workplace more inclusive, what is being done to promote the advancement of minority and underrepresented groups, and what they’re doing to fight systemic racism.”

Climate Change

In addition to diversity, equity, and inclusion, there’s a heavy focus on climate change from shareholders and boards are expected to deliver both short-term and long-term value creation for these issues. These climate topics raised by investors for a vote this season may include anything from carbon asset risk to greenhouse gas reduction goals, or deforestation and sustainable agriculture.

According to Alice Peterson, “We expect to see more in-depth ESG reporting than ever this year. While disclosures will be stepped up across the full spectrum of Environmental, Social and Governance, companies which can’t demonstrate that they are environmentally responsible may not be investible companies. With big money hinging on it, you can bet companies are going to want to lay out their ESG strategy and tell their ESG story.”

Covid-19

As a country, we’ve seen the fallout from the pandemic; significant layoffs and furloughs of employees and a concern for employee safety. Boards are going to have to speak to what efforts they took during this time. Gayle Crowell believes, “This year’s covid related business changes relate to compensation, and that’s because many companies experienced a significant decrease in revenue, and therefore, will be questioned on whether their executives should be paid according to that original plan.”

There’s no doubt that this year’s proxy season will be an unprecedented one. How have you prepared for this process as a board member and what steps is your board taking to tackle these emerging issues? If you’re interested in continuing the conversation, Reach out to me directly!

Sheila Ronning, Founder, Women in the Boardroom.

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