Voting Principles in the ESG Era and Implications for Investors

Contents

Introduction

I.Why do we need voting principles?

II.What are the voting principles?

III. Suggestions

Introduction

 The Principles for Responsible Investment (PRI) are investment principles co-initiated in 2006 by former Secretary General of the United Nations (UN) Kofi Annan, the UN Environment Programme Finance Initiative and the UN Global Compact. The voting principles as recommended by the PRI are a statement of where investors stand on environmental, social and governance (ESG) issues and how they can use their voting rights to highlight these. From 2017 to 2019, Australian pension funds and other investors forced boards of directors to reform by voting against remuneration reports. Since then, investors have begun to address ESG issues, such as climate change, when putting forward proposals and voting in shareholder meetings and more and more investors have adopted PRI voting principles.

This article aims to provide investors with guidance on ESG practices related to the exercise of voting rights by introducing PRI voting principles and their implementation.

I

 Why do we need voting principles?

Based on the fundamental framework of modern corporate governance regarding the “separation of ownership and management,” most investors stay in a “passive” role after fulfilling their duties of capital contribution. In traditional corporate governance, the exercise of voting rights is an escalation strategy for investors, which has been adopted when investors fail in their engagement, or for expressing dissatisfaction with the company’s management. PRI, on the other hand, encourages investors to assume active ownership, using their rights and position as owners to influence the activities and behavior of corporations. Under this context, voting principles mentioned here should be understood as a broadly applicable complement to engagement, rather than a type of escalation strategy.

For investors, the importance of developing and announcing voting principles (in conjunction with the exercise of active ownership) includes but is not limited to:

1）Expressing views through voting: Investors can convey their views to directors, employees, other investors, customers and beneficiaries in advance, which allows all parties to make informed decisions and avoids possible future misunderstandings with management (for example, the support or opposition of a board resolution may be interpreted as a special arrangement against certain management personnel). As a result,  investors are more likely to improve a company’s sustainability or ESG awareness.

2）Expressing affirmation through voting: Since voting outcomes are increasingly interpreted as evidence that investors are paying attention to ESG issues, good management requires affirmative votes in favor of resolutions which comply with  voting principles. Such votes are helpful in assisting management to understand investors’ support for certain business strategies. Investors are therefore likely to influence a company’s internal priorities and resource allocation.

3）Expressing recommendations through voting: Investors may overlook certain issues when reviewing resolutions, so they should include all procedural or substantive issues which are critical to support the resolutions in the voting principles. Furthermore, investors are to specify whether they oppose certain proposals under a board’s review. By  announcing the voting principles, investors will be able to support the development of well-constructed proposals and avoid wasting unnecessary resources.

II

What are the voting principles?

III

Suggestions

「JunHe’s EHS and ESG Team」

JunHe, with over 1,000 professionals, is one of China’s largest full-service law firms with a recognized international reputation for providing high quality legal services. As one of the pioneers in the practice area of ESG in China and with one of the largest teams of environment, health and safety (EHS) lawyers in the country, JunHe provides clients with a full range of EHS and ESG legal services. JunHe is sustainability-oriented and provides EHS compliance audit services and ISO 37301 Compliance Management Systems certification consulting services to enterprises across different industries. JunHe relies on different legal and professional compliance teams (including ESG, EHS, antitrust, labor and employment, intellectual property, trade and data, finance and tax, business, criminal compliance and other professional teams related to ESG) to provide ESG due diligence services in supply chain management and M&A matters and assists companies or third-party agencies in drafting ESG reports. Based on our experience in serving clients from different industries, we can provide specialized services for the daily operations of enterprises. These include specialized ESG-related legal and compliance and, as well as drafting and reviewing ESG-related terms and clauses in contracts with business partners, establishing and improving ESG systems, identification of ESG disclosure requirements, green finance, and ESG training. If you need further information, please contact us by email: ecoenvpro@junhe.com.

Note

In drafting this article, we have referred to the official PRI website “Making Voting Count: How principle-based voting on shareholder resolutions can contribute to clear, effective and accountable stewardship.” (https://www.unpri.org/stewardship/making-voting-count-principle-based-voting-on-shareholder-resolutions/7311.article)

George Zhu

zhuh@junhe.com

Practice Area

Corporate and M&A

Infrastructure and Project Finance

Environmental, Health and Safety Compliance

Environmental, Social and Governance

Carey Ni

Partner

nitl@junhe.com

Practice Area

Environmental, Health and Safety Compliance

Environmental, Social and Governance

Corporate and M&A

Thanks to intern Xiang Hongyi for his valuable contribution to the drafting and translation of this article.

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