Location: Upper Sayles
Time: 8:30 am
Present Mihaela Czobor-Lupp, Daniel Groll, Chris Clark, Danette DeMann, Fred Rogers, Sara Hooker, Forrest McKnight, Kristen Vellinger, Iris Wang
Absent Joe Concannon, Ellen Farnham , Fadi Hakim, Max Bearak
Secretary: Claire Milsted
Discussion of documents
Kristen passed out some documents : a list of climate/environment resolutions from companies that Carleton directly holds, the text of a resolution about mountaintop removal, and a resolution showing multiple co-filers. We briefly discussed these documents.
The list of climate/environmental resolutions was compiled using a larger list that the folks at REC created.
Brief review of shareholder engagement
When we discover that there is a social-responsibility issue with one of our holdings, there are two courses of action we can theoretically take. The first is divestment; however, CRIC does not push for divestment because it is a drastic measure. The second approach is shareholder engagement.
There are a variety of options for shareholder engagement, including letter-writing, attending shareholder meetings, and proxy voting. Right now, the main tool we use is proxy voting. We get a list of Carleton direct holdings, decide which resolutions from those companies we would like to vote on, and discuss these resolutions with the trustees. Hopefully, the trustees approve our proposals and then tell the managers who manage our direct holdings how to vote our shares.
Often, the company will try to make the resolution go away before the vote. Sometimes they do this by challenging the resolution at the SEC. They can also try negotiating with the filers. A great example of this would be a resolution from last year addressing child sex tourism—the company doesn’t want its shareholders seeing “child sex tourism” in the annual report, so they complied and the resolution was withdrawn.
In the near future, we could try to expand our shareholder engagement to include more letter-writing, or possibly a co-filing.
Co-filing
One of the resolutions we looked at had co-filers in addition to the main filer. Co-filers do not have to pay the fee that the main filer does, and they do not usually do as much of the work. They are useful because they can help negotiate with the company before the vote.
The timeline for co-filing would be difficult. We would have to talk stuff over with our REC connections in the spring and pick a resolution to co-file on. Then we would go to the October meeting of the board of trustees. Hopefully, they would approve our plan and we could go forward with the co-filing.
List of direct holdings
There is a list of Carleton direct holdings on our Collab folder. It is confidential.