Active ownership at Inyova – Engagement, voting and shareholder activism

Impact investing is all about taking back control to create positive change. Active ownership means actively exercising one’s rights as a shareholder. This includes, in particular, shareholder engagement and voting. Active ownership allows shareholders to publicly pressure and push for change in existing companies and take back control through actively influencing the companies they are owners of.

We can only make real change happen if we get the business community to rethink. To achieve this, we need to take action and become responsible, active shareholders who exercise their voting rights and engage according to their values. We need to stop leaving funds and their proxies to do whatever they want and get closer to the companies we own. As an Inyova impact investor, you are taking responsibility for what our capital is doing and take back control by supporting our community’s shareholder initiatives.

Wondering exactly what Inyova is doing in regard to active ownership? Here are all of the Inyova community’s shareholder initiatives to date.

Overview:

• The Inyova community’s shareholder initiatives 2023
• All AGMs the Inyova community voted at in 2023
• The Inyova community’s shareholder initiatives 2022
• All AGMs the Inyova community voted at in 2022

 

The Inyova community’s shareholder initiatives 2023

Beiersdorf

In May 2023, Inyova co-signed an investor statement to major fast-moving consumer goods companies and retailers regarding their use of plastic packaging. The initiative was joined by investors managing about USD 10 trillion in assets and was covered by the Financial Times. As part of this initiative, the coalition has reached out to 36 companies, including Beiersdorf.

Beiersdorf is part of the plastic value chain and contributes to the plastic waste generation. While the company is moving in a good direction with regards to the aforementioned initiatives, more efforts are needed to reduce plastic packaging and waste.

Inyova is therefore leading the efforts in engaging with Beiersdorf and has taken over communication with the company. As part of this, we sent a letter to Beiersdorf on 10 August 2023, urging for immediate action to diminish plastics from significant users of plastic packaging.

 

BMW

In 2022, the Inyova community launched a successful engagement initiative with BMW to address the company’s insufficient electrification strategy and a lack of diversity on their board.

Since we started our Shareholder Impact Initiative, the car manufacturer has made significant progress in its commitment to electric mobility and expanded its BEV offerings across all segments. However, there are still areas of concern. Despite the electric push, BMW continues to invest in the development of combustion engines.

Following up on this initiative, Inyova’s Head of Impact delivered a live speech at the company’s AGM on 11 May 2023. We were able to pose critical questions concerning the proportion of BMW’s investments in combustion engines versus electric vehicles and will continue to push for more positive change at BMW.

 

Netflix

In addition to his role as CEO at Axel Springer, Mathias Döpfner is a member of the Board of Directors at Netflix. Since October 2021, media reported allegations of inappropriate behaviour by Döpfner, related to a misconduct scandal at Bild, Axel Springer’s largest media house.

In response to these allegations, Inyova attempted to start an engagement with Netflix in 2022, but could not establish a dialogue with the company. So in 2023, Inyova decided to file a recommendation to vote against Döpfner as a board member of Netflix at their 2023 AGM citing concerns over his alleged behaviour and potential impact on Netflix’s reputation. While Döpfner was re-elected (receiving about 18% of AGAINST votes), various media outlets (WiWo, FAZ and Meedia) covered Inyova’s concerns, thereby increasing the public pressure on Netflix to respond.

Publicis

Early 2023, over 2,000 Inyova impact investors joined the Shareholder Impact Initiative calling on Publicis Groupe to stop working with fossil fuel clients. The Inyova community has been engaging with Publicis regarding the climate impact of their advertising services, especially when provided to high-carbon emitting clients such as fossil fuel companies.

In close collaboration with NGOs such as Clean Creatives, InfluenceMap and Purpose Disruptors and an investor alliance that combined manages more than EUR 16 billion in assets, we were able to raise the issue live at the Publicis’ AGM in May 2023. Based on their response, Inyova will now continue to try to deepen the conversation around the climate impacts of their services.

Our next steps will include a follow up to our second letter to seek dialogue with the decision makers of Publicis as well as further work with NGOs and other companies to continue raising awareness and applying pressure.

 

ABB

In December 2022, ABB was ordered to pay USD 460 million total to US authorities to settle criminal and civil charges relating to a corruption scheme in South Africa. Based on the news, Inyova reached out to ABB to learn more about the actions taken to avoid such misconduct in the future.

They let us know that they self-reported the issue to authorities once they had discovered it. ABB also took further steps to ensure compliance in the future, such as the termination of all employees involved in the misconduct, enhanced internal accounting controls around public tenders, and the introduction of a new code of conduct.

Veolia

In October 2022, one of our data providers flagged that Veolia is involved in nuclear weapons. Via a joint venture, Veolia provides bespoke on-board and shipyard logistics for the maintenance and repair of French submarines that carry nuclear warheads.

We reached out to Veolia to start a dialogue with them about the issue, and to ask them to provide a plan to cease the controversial business. We received an unsatisfactory response which lacked a clear timeline and didn’t eliminate the possibility of the company getting involved with nuclear weapons in the future. Further emails remained unanswered despite following up several times. After we notified them that we’re going to sell all our Veolia shares, the company was still unable to assure us they would discontinue their involvement. Given Inyova’s zero-tolerance policy towards any involvement with weapons of mass destruction, we divested all our holdings in Veolia.

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All AGMs the Inyova community voted at in 2023

Exercising voting rights at the annual general meeting (AGM) is a core element of active ownership to drive change at companies. If there is an issue with the company, investors may decide to vote against the company board on specific agenda items. Importantly, these proposals don’t actually have to pass for them to be considered a success. Based on experience by the Ethos foundation, even an opposition level of just 10% already sends a strong signal to the company, which can force them to proactively address an issue.  

Inyova supports resolutions that ask for more accountability and disclosure on key issues like climate change or diversity. Here are all the AGMs the Inyova community voted at in 2023:

California Water Service Group – 31 May, 2023

We supported a resolution filed by Nia Impact Capital that called for science-based GHG reduction targets aligned with the Paris Agreement and a respective action plan. The resolution gained about 32.5% of the votes.

American Water Works – 10 May, 2023

Inyova voted to support a resolution that called for a Racial equity audit. The resolution filed by Trillium Asset Management asked the company to assess the racial impacts of its policies, practices, products, and services. For example, detrimental impacts of water privatisation plans on water affordability in Black and Latinx communities. The resolution gathered 40.02% votes in favour. 

AbbVie – 5 May, 2023

We supported resolutions that called for greater transparency on political spending and lobbying and whether they match the company’s publicly stated values such as women’s access to reproductive health care or climate change mitigation. Both resolutions gained around 36% of the votes.

There was also a resolution that requested an inquiry into limitation of access to medicine due to patents. About 30% voted in favour. Another resolution received a majority vote (53.5%). It called for a simple majority vote to eliminate supermajority voting requirements, which would improve shareholder rights. We voted to support both of these resolutions.

Eli Lilly – 1 May, 2023 

There were several shareholder resolutions to support at this AGM. We voted amongst others in favour of the following resolutions:

• • Patents and Access – asking to establish and report on a process to determine when to limit access to certain medicines through patents. It received only about 10% of all votes.

• • Lobbying Alignment & Lobbying Disclosure – asking to investigate how the company reconciles commitments to both innovation and patient access in their lobbying activities, and how much they spend on lobbying. Both resolutions received some noteworthy support by investors: 22.5% and 31% voted in favour.

• • Diversity, equity, and inclusion data by the NGO ‘As You Sow’ requesting Eli Lilly to report on the effectiveness of their diversity, equity, and inclusion efforts. 27% of shareholders supported the resolution.

We also helped to vote down a resolution filed by a right-wing group asking about the risks associated with supporting abortion. This received less than 2% of total votes.

Johnson & Johnson – 27 April, 2023

At the Johnson & Johnson AGM, we supported two shareholder resolutions that were up for vote: one by Oxfam asking for a report on how Covid-19 vaccine is being priced, receiving almost 32% of total votes, and another one demanding a report on how the use of patents might limit access to medicines, which was supported by about 14% of shareholders.

Pfizer – 27 April, 2023 

We supported shareholder resolutions on access to medicine, political donations and governance issues:

• • There was strong support for the resolutions that addressed the transfer of intellectual property and know-how to facilitate the production of COVID-19 vaccine (43% in favour) and the impact of extended patent exclusivities on product access (30% in favour).

• • Unfortunately, the resolution asking to check whether donations to political parties are in line with Pfizer’s policies to end discrimination against women, i.e. whether the company also funds Republican candidates that want to end important rights such as abortion, only received 14% of votes.

Texas Instruments – 27 April, 2023

At the AGM of chipmaker Texas Instruments, there was an important resolution asking the company to implement a due diligence process to determine whether their products are being used by Russian forces in their invasion of Ukraine. About 23% of shareholders voted in favour, including the Inyova community.

Adobe – 20 April, 2023

There was only a single resolution filed at the AGM of Adobe. It addresses the prison-industrial complex in the US (if you’re interested in learning more about this issue, we recommend the Netflix documentary “13th”). The resolution asked the company to analyse whether their hiring practices related to people with arrest or incarceration records, which in the US are predominantly people of colour, are aligned with publicly stated diversity, equity, and inclusion policies and goals.

About 17% of shareholders including the Inyova community supported this resolution.

Apple – 10 March, 2023

At Apple, our voting addressed issues of diversity and inclusion. First, we supported a resolution to force Apple to disclose median pay gaps across race and gender. This resolution received 34% of the votes. This might trigger Apple’s management to fix the issue proactively to avoid another vote at the next AGM.

We also voted against a resolution that is part of the current anti-ESG trend in the US. It was filed by a right-wing front group and sought to audit whether there is any discrimination against employees deemed ‘non-diverse’, explicitly trying to undermine last year’s AGM vote in favour of a civil rights audit on discrimination on the basis of race, sex, orientation, and ethnic categories. Our vote helped to defeat this resolution, receiving  just 1% of votes.

Ørsted – 7 March, 2023

At Ørsted, there were no specific shareholder resolutions to support but we decided to vote against the board on several agenda items. This is because Ørsted has increased their share of coal power from 2% to 4% in 2022 – something we find deeply troubling as coal is the most polluting way to produce electricity. We voted against approving Ørsted’s annual report and their remuneration scheme – items which normally pass without a second thought – to make a statement and show our discontent about this development.

The majority of investors decided to vote in line with board recommendations. Only the remuneration scheme received a considerable opposition level of almost 3%. This means, we will now make our concerns heard by seeking direct dialogue with the company ahead of their next AGM.

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All Shareholders initiatives we worked on in 2022

BMW

In February 2022, Inyova started to engage BMW on their electrification strategy and board diversity. BMW was regarded as a laggard when it comes to electro mobility and they were missing diversity and specific expertise on sustainable mobility on their supervisory board.

The idea was to provide BMW with a list of female mobility experts to diversify their board and to strengthen their positioning amid the mobility transition. However, BMW was not interested in our list of candidates, that’s why we nominated an expert in sustainable mobility for the board: Susan Shaheen, a Professor in Civil and Environmental Engineering at UC Berkeley.

While Susan was not elected to the board, the initiative received major media attention (see FAZ, Handelszeitung, Tagesanzeiger and Der Spiegel) and fellow shareholders of BMW addressed all the issues Inyova had raised in their Investor Briefing during the 2022 AGM of BMW.

In addition to the nomination, Inyova’s Head of Impact also made a video statement pointing out the current weakness at BMW in terms of electrification and board diversity, which also received broad media coverage (see Börsenzeitung, Handelsblatt and Süddeutsche Zeitung) and increased the public pressure on BMW to change.

Read more on the initiative here.

Adecco

In March 2022, Adecco acquired a majority stake in Akka Technologies, a technology consulting firm that also provides engineering and test services for missiles carrying nuclear warheads. Inyova contacted Adecco and learned that they have no plans to withdraw from this harmful business in the short term. Thus, we divested all our holdings in Veolia.

After divestment, Adecco informed us that they implemented a controversial weapons policy that prohibits them from entering into contracts that involve any service for controversial weapons such as nuclear weapons. They also told us that they are renegotiating the affected contracts of Akka Technologies. Inyova will monitor developments closely.

Netflix

After several investigative media reports (New York Times, Financial Times and Der Spiegel) on alleged misbehaviour of Netflix board member Mathias Döpfner, Inyova decided to reach out to Netflix to ask them to investigate these allegations. As we did not receive any response from Netflix, we planned to file a shareholder resolution in collaboration with As You Sow, an NGO specialised in active ownership in the US.

The idea was to file a resolution that asks Netflix to publish a policy on non-discrimination that includes a prohibition of harassment and abusive behaviour or complicity therein and details on whistleblower protection (e.g. by adding such a policy to their existing code of ethics). Netflix should require each board member to sign this policy and should establish relevant means (e.g. audits) to ensure each board member’s compliance with this policy, including all of their roles, not only as a board member of Netflix, and report on results. We were optimistic that such a resolution will shine light on the allegations regarding Mathias Döpfner’s conduct at Bild and Axel Springer and might trigger investigations on whether he is fit for the role at Netflix.

However, we failed to meet all formalities to file the resolution. We’ll aim for another shot in 2023.

Spotify

Early 2022, Inyova reached out to Spotify multiple times regarding how the spread of misinformation related to Covid-19 had been handled on their platform. We wanted to learn more about measures to systematically screen for and control the spread of misinformation on the platform.

Unfortunately, we did not receive any response.

LTG

We engaged with them after we found out about their involvement in nuclear weapons testing via a new acquisition. At the time, they could not provide plans to sell off this controversial company anytime in the near future – so we divested.

However, after only 6 months, they informed us that they had taken action and sold their stake in the nuclear weapons testing. This was a perfect example of how addressing crucial issues through an engagement dialogue, can create real change at a company.

Zur Rose / DocMorris

In November 2021, Inyova organised a public shareholder engagement event with Walter Oberhänsli, CEO of DocMorris (formerly, Zur Rose). In our engagement talk, we took a close look at Zur Rose and their overall sustainability strategy.

Members of the Inyova impact investor community also had the opportunity to raise questions directly. Here’s the engagement report that includes all details.

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All AGMs we voted at in 2022

Tesla

At Tesla’s 2022 AGM in August, Inyova voted to support shareholder proposals to improve working conditions. Whilst leading the way in terms of e-mobility and transport of the future, Tesla has a poor social footprint. From preventing trade unions via tweets to concerns regarding racist practices and discrimination in factories, the list is long. Tesla needs to improve their working conditions to become a truly sustainable company.

With the shares of Inyova impact investors, we supported 8 shareholder proposals calling for a report on anti-harassment and discrimination efforts, an investigation into problematic arbitration practices, and a policy on freedom of association. Votes on 5 of these resolutions went well, but failed by a tight margin. However, 1 received more than 50% of overall votes. This proposal could be crucial – it will enable shareholders to nominate members to the board of directors. This opens up new opportunities to change poor labour practices at Tesla.

BMW

This was the first time voting at Inyova. We wanted to support our own candidate, Susan Shaheen, in the first place but also voted against BMW’s candidate and the board members that were responsible for his nomination.

Susan Shaheen received 15% of independent votes, that is, excluding the votes of the BMW heirs Susanne Klatten and Stefan Quandt. Members of the supervisory board received quite a high share of ‘Against’ votes (19%, even worse for Quandt and Klatten, 28% and 26%) – which is always a sign that the shareholders are not entirely happy with the current course.

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