Responsible Investment Report

Transcription

1 Responsible Investment Report 1 January June 2010

2 Table of contents Foreword by John Pearce 2 1. Collaborative initiatives 3 2. Active Ownership Proxy Voting (Q1 Q2) 4 Australia 5 The UK 6 The US 6 Europe 7 Asia Private Equity Corporate Actions (Q1 Q2) ESG engagement activities 8 3 Other ESG activites 9 Responding to member enquiries regarding climate change 9 Conference attendance 10 Appendix 12 Responsible Investment Report 1

3 Foreword by John Pearce Over the last six months the Investment Team at UniSuper has remained active in its work to integrate environmental, social and governance (ESG) factors into its mainstream investment processes. Of note, the last six months have seen the Fund vote against a number of remuneration reports at ASX 200 companies, demonstrating that we expect companies to be accountable to their shareholders and to ensure that there is appropriate alignment between executive and shareholder interests. You may not always see the UniSuper brand in the context of promoting ESG investment issues, and this is because we believe that it is often more efficient and powerful to work together with like minded investors through industry associations (in which we are active). As such, you can be assured that UniSuper remains focused on key ESG issues. On this basis, we have continued to collaborate with others to drive systemic change and we have also participated in a number of cross-industry forums regarding ESG. The focus of such forums has been diverse, ranging from human rights practices at mining companies through to broader remuneration practices. Importantly we continue to focus on being an active owner and have directly engaged with a number of investee companies regarding specific ESG issues related to their operations. Matters pertaining to climate change remain relevant and we remain focused in this regard. In particular, I encourage you to read the article by Jeremy Grantham, attached at Appendix 1, where he states that: Global warming will be the most important investment issue for the foreseeable future. But how to make money around this issue in the next few years is not yet clear to me. In a fast-moving field rife with treacherous politics, there will be many failures. Marketing a climate fund would be much easier than outperforming with it. (Market View: Global Warming, Climate Spectator, 15 September 2010) These matters as well as others are explored in more detail in the body of this report. Should you have any questions or feedback, please contact Talieh Bentley (Manager, Governance and Sustainable Investment) at talieh.bentley@unisuper.com.au John Pearce Chief Investment Officer 2 Responsible Investment Report

4 1. Collaborative initiatives As outlined in UniSuper s earlier Responsible Investment Reports, UniSuper is committed to being involved in collaborative initiatives regarding responsible investment and ESG matters. Our first Responsible Investment Report (Q1 Q2 2009) details the broad range of on-going collaborative initiatives that UniSuper permanently participates in. Over time, increased opportunities for collaboration arise. Consequently, over the six months to 30 June 2010, UniSuper had the opportunity to become involved in a number of new collaborative initiatives, as outlined below. Extractives Industry Transparency Initiative (EITI) In May 2010, UniSuper became a supporting investor of the EITI. The EITI is a coalition of governments, companies, civil society groups, investors and international organisations and aims to strengthen governance in resource-rich countries by improving transparency and accountability in the extractives sector. The EITI sets a global standard that promotes revenue transparency through the verification and full publication of company payments and government revenues from oil, gas and mining. The importance of the EITI lies in the fact that 3.5 billion people live in countries rich in oil, gas and minerals. With good governance the exploitation of these resources can generate large revenues to foster growth and reduce poverty. However, when governance is weak, it may result in poverty, corruption, and conflict. For more information regarding the EITI refer to: CDP Water Disclosure Project In 2009 UniSuper became a signatory to the Carbon Disclosure Project (CDP). The CDP provides a co-ordinating secretariat for a coalition of 385 institutional investors that collectively manage over USD57 trillion. The CDP is an independent not-for-profit organisation that seeks to facilitate dialogue and generate robust data regarding climate change, which in turn can be utilised to assess and address the issue of climate change. In 2010 the CDP launched the CDP Water Disclosure Project which is intended to collect and disseminate critical water-related data from the world s largest corporations to inform the global market place on investment risk and commercial opportunity. UniSuper is now also a signatory to the CDP Water Disclosure Project. For more information on the CDP Water Disclosure Project refer to: Responsible Investment Report 3

5 ESG Research Australia (ESG RA) Judging Panel In 2009 ESG RA was established by a number of Australian asset owners (including UniSuper) and fund managers. ESG RA seeks to ensure that financial research regarding environmental, social and governance matters remains a priority for the Australian financial industry. As a matter of course, ESG research is conducted by investment brokers. In turn, ESG RA annually assesses such ESG research and presents broking awards for excellence in ESG investment research. In March 2010 the first ESG RA awards were presented. A representative from UniSuper, who is on the ESG RA Steering Committee, was a member of the judging panel. The award for Best ESG Broking Firm as Voted by Investment Managers went to Citi, while Best Piece of ESG Research by an Individual Analyst or Team was won by Andrew Gray from Goldman Sachs JBWere for the report Good Ethics & Culture = Good Returns. The ESG RA awards process is intended to assist in highlighting the importance of ESG considerations in the investment community and support ESG RA s objective of improving financial decision making. Dialogue with peer funds re ESG The Australian superannuation industry is relatively small and from an ESG perspective is generally collegiate. As such, over the last six months UniSuper has been involved in dialogue with peer funds regarding a range of ESG issues, including: Climate change Varied corporate governance issues ESG strategy and approaches Implementation of the UN PRI In addition, over the last six months, UniSuper also met with some superannuation funds that are starting their ESG journey, to share its learnings and insights regarding the integration of ESG factors into the mainstream investment process. 2. Active ownership 2.1 Proxy Voting (Q1 Q2 2010) UniSuper is committed to being an active shareowner and as such has exercised its proxy votes since In terms of how the Fund s proxy voting process operates, UniSuper s specialist proxy voting advisors provide how to vote recommendations to UniSuper and UniSuper s fund managers. All UniSuper Australian fund managers must vote FOR or AGAINST and are not entitled to ABSTAIN unless there is a conflict of interest. Votes are cast in accordance with the Australian Council of Superannuation Investors (ACSI) Corporate Governance Guidelines ( which have been adopted by UniSuper. UniSuper also obtains specialist voting advice on international corporate governance best practice in ex-australian markets from Pension Investment Research Consultants (PIRC), who vote on behalf of UniSuper s international fund managers. Over the Q1 Q period, UniSuper voted on 1639 ESG related resolutions which were put forward by companies in the S&P/ASX 200 (Australia), FTSE 350 (UK), FTSE Eurofirst 300 (EU), S&P 500 (US) and various Asian companies. 4 Responsible Investment Report

6 Australia UniSuper voted on 185 corporate governance resolutions put forward by companies in the ASX/S&P 200. A summary of results is set out below: Number % Number of corporate governance related resolutions 185 Voted FOR Voted AGAINST The highest number of AGAINST votes were in relation to company resolutions at the shareholder meetings of Macquarie Airports Group and Woodside Petroleum. UniSuper is conscious of ensuring that remuneration practices are transparent, include challenging hurdles and align executive and shareholder interests. As such, UniSuper does not blindly vote in support of all remuneration reports (or any other resolutions for that matter). Over Q1 Q2 of 2010 UniSuper voted against 28% of the remuneration reports that it was entitled to vote on (i.e. against 7 out of a total of 25 resolutions regarding remuneration). The companies at which UniSuper voted Against the remuneration reports were: GrainCorp Aristocrat Leisure Woodside Petroleum Boart Longyear Coca Cola Amatil Ltd Rio Tinto Ltd Austar United Communications Ltd Other issues that UniSuper frequently voted against pertained to: The election of directors; and The issuance of shares where it would dilute existing shareholders rights. The most frequent FOR votes lodged by UniSuper pertained to the election of directors and executive remuneration. Responsible Investment Report 5

7 The UK UniSuper voted on 80 corporate governance resolutions put forward by companies in the FTSE 350 (UK) and a summary of the results is set out below: FTSE 350 (UK) Number % Number of corporate governance related resolutions 80 Voted For Voted Against Voted Abstain 1 1 The companies that received the highest number of Against votes included organisations such as Compass Group PLC, Thomas Cook PLC and Tui Travel PLC. The type of resolutions that UniSuper voted Against most frequently included: The approval of remuneration reports The approval of long term incentive plans The appointment of certain directors The re-appointment of auditors The US UniSuper voted on 236 corporate governance resolutions put forward by companies in the S&P 500 and a summary of the results is set out below: S&P 500 Number % Number of corporate governance related resolutions 236 Voted For Voted Against Voted Withhold Voted Abstain 3 1 The companies that received the highest number of Against votes included organisations such as Apple Inc, Walt Disney Co and Hewlett Packard Co. The type of resolutions that UniSuper voted Against most frequently were in relation to the appointment of certain directors. 6 Responsible Investment Report

8 Europe UniSuper voted on 401 corporate governance resolutions put forward by companies in the FTSE Eurofirst 300 and a summary of the results is set out below: FTSE Eurofirst 300 Number % Number of corporate governance related resolutions 401 Voted For Voted Against The companies that received the highest number of Against votes included organisations such as Siemans AG, Novo Nordisk and Danske Bankas. The type of resolutions that UniSuper voted Against most frequently included: Various remuneration related resolutions; and The appointment of certain directors. Asia UniSuper voted on 737 corporate governance resolutions put forward by companies in Singapore, China, Hong Kong, Taiwan and India over the first half of Asian Proxy Voting Number % Number of corporate governance related resolutions 737 Voted For Voted Against 49 7 The companies that received the highest number of Against votes included PT Bank Mandiri, Cosco Pacific Limited and China Resources Enterprises Ltd. The type of resolutions that UniSuper voted Against most frequently included: Remuneration related resolutions; and The issuance of equity without pre-emptive rights. Responsible Investment Report 7

9 2.2 Private Equity Corporate Actions (Q1 Q2 2010) In addition to voting on share-holder resolutions at publicly listed companies, UniSuper is also actively involved in managing its investments in unlisted assets. Not only do we have a role in appointing directors, UniSuper votes on a range of corporate actions (i.e. proposed corporate activities, governed by the shareholder agreement, which require shareholder approval). Over the six months to 30 June 2010, UniSuper voted on 10 private equity corporate actions and all of these were related to the Fund s domestic private equity portfolio. In all but one instance, UniSuper voted for the proposals, which were in relation to a variety of matters including: Amendment of a trust deed Voluntary winding up Fund extension Change in fund holding structure The one instance in which UniSuper voted Against a proposal related to an amendment to a Fund s articles of association. 2.3 ESG engagement activities Whilst proxy voting is an important part of being an active owner, UniSuper believes that it is critical to be actively and directly engaged in dialogue (regarding ESG) with the companies in which it invests. Over the last decade the Australian Council of Superannuation Investors has engaged with companies on behalf of UniSuper and other Australian superannuation funds, and continues to do so. However, since 2009 UniSuper has become more focused on directly conducting engagement activities. We believe that such dialogue is a private matter between us and the companies that we have spoken with. This is to ensure that we continue to have access to companies, and that we can have open conversations. As such, it is not appropriate for us to disclose the details of such engagement. However, in summary, over the six months to 30 June 2010, we engaged with five companies and the topics of engagement included: Occupational health and safety (at two companies) Equal opportunity and corporate culture (at one company) Remuneration (at two companies) 8 Responsible Investment Report

10 3. Other ESG Activities The Fund continues to respond to ESG related member enquiries and detail regarding this (for the last six months) is outlined below. In addition, over the six months to 30 June 2010 UniSuper attended a number of ESG conferences and forums that were hosted by various parts of the sector. UniSuper believes that actively participating in such events and being involved in such dialogue is important to: Ensure that that continuous improvement occurs at UniSuper through learning from others Enable UniSuper to share its learnings with others Greater detail regarding these conferences and forums is outlined below. Responding to member enquiries regarding climate change UniSuper periodically receives enquiries from its members regarding ESG investment related matters. Over the first half of 2010 UniSuper received a couple of member enquiries regarding its approach to climate change from an investment perspective. In summary, we responded that: UniSuper has prepared a Climate Change Position Paper which is published on our website UniSuper is a member of the Investor Group on Climate Change which conducts a range of climate change public policy related work on behalf of its members UniSuper is a signatory to the Carbon Disclosure Project The CEO of UniSuper is a member of the IGCC s CEO Panel We encourage our investment managers to consider climate change (as well as other ESG matters) in their investment analysis We remain active in ESG Research Australia which seeks to encourage greater research regarding climate change and other ESG related matters Our equities portfolio remains underweight carbon as compared to the index We do consider specific climate change themed investment products. However, at this point in time we have not identified any such climate change themed investment product that meets our needs as an institutional investor. In this regard, we refer you to a recent article by Jeremy Grantham of GMO, where he states that: Global warming will be the most important investment issue for the foreseeable future. But how to make money around this issue in the next few years is not yet clear to me. In a fast-moving field rife with treacherous politics, there will be many failures. Marketing a climate fund would be much easier than outperforming with it. (Market View: Global Warming, Climate Spectator, 15 September 2010) Ultimately UniSuper, as a fiduciary and as required by the Superannuation Industry (Supervision) Act, must act in its members best financial interests. We remain focused on this issue and continue to monitor developments in the market. The full article written by Jeremy Grantham is included in the Appendix. Responsible Investment Report 9

11 Conference attendance Australian Council of Superannuation Investors Conference (ACSI) Each year ACSI hosts a one day conference focusing on ESG issues. The key highlights of the 2010 ACSI conference included: ACSI presenting the findings from its longitudinal study on sustainability reporting at ASX 200 companies ( A Director Panel, at which five top Australian company directors had an open and free ranging discussion regarding a variety of ESG issues (facilitated by Ali Moore of the ABC s LateLine Business program) Discussion on board diversity and global trends Don Argus, former chairman of BHP, presenting on creating a highly skilled board. Key attributes for an exceptional director, in Don Argus view, include: Depth of experience and individual knowledge A team player who leaves their ego at the door An independent advisor who will challenge and support others An articulate communicator and a good listener A committed and well prepared person A sharp mind and good judgement A visionary and creative thinker who is passionate about business The ability to build strong relationships and act as an ambassador Someone who is self confident but not dogmatic A preparedness to enhance one s contribution through feedback 10 Responsible Investment Report

12 Guerdon Associates Remuneration Forum Guerdon Associates is a remuneration advisory firm that provides company boards with specialist advice on how to set and structure executive remuneration. Given that executive remuneration continues to be an issue, UniSuper attended this Forum in May It was a three hour session and primarily focused on the Productivity Commission s findings regarding its enquiry into executive remuneration. Refer to the below website for more information regarding the Productivity Commission s enquiry: In addition, there was some discussion regarding: Executive termination payments The need for greater disclosure regarding any expert remuneration advice that is obtained by a company Some of the key trends that have been identified regarding companies where there has been a significant loss of shareholder wealth. Such matters include: Lack of relevant skills / expertise among independent directors Excess non audit fees Issues with accounting policies Poor disclosure regarding corporate governance generally Lack of transparency regarding remuneration structures Joint Australian Council of Superannuation Investors (ACSI) and Financial Services Council (FSC) ESG Forum In the spirit of cooperation, ACSI and the FSC have been collaborating in an effort try and ensure that ESG factors are considered by mainstream investment analysts. In February 2010 a forum was jointly hosted by both organisations. UniSuper (as a founding member of ACSI) participated in the forum, the key purpose of which was to identify the barriers to greater integration of ESG factors into mainstream investment analysis. Joint Oxfam and Melbourne Business School Mining and Human Rights Symposium In April 2010 Oxfam Australia and the Melbourne Business School partnered to host a symposium on human rights challenges facing the extractives sector. The symposium was well attended and brought together mining companies, investors, legal advisors, non-government organisations, academics and government. The purpose of the symposium was to develop and share thinking regarding human rights, mining governance and emerging global issues that impact on the sustainable and fair utilisation of natural resources in the context of various stakeholder interests and needs. For more information regarding this matter, please refer to: Responsible Investment Report 11

13 Appendix Market View: Global Warming, by Jeremy Grantham, Climate Spectator, 15 September Responsible Investment Report

14 MARKET VIEW: Global warming Jeremy Grantham, Published 11:24 PM, 15 Sep 2010 Updated 7:23 AM, 16 Sep 2010 Jeremy Grantham is founding chairman of Boston-based asset management firm Grantham Mayo Van Otterloo (GMO), a fund which currently manages more than $US100 billion for investors from around the globe. He is a legendary contrarian investor whose quarterly newsletters are considered must-reads by many in the global investment community and in his company s most recent offering he devotes two pages to the issue of climate change. Here is what he has to say... Everything You Need to Know About Global Warming in 5 Minutes 1. The amount of carbon dioxide (CO2) in the atmosphere, after at least several hundred thousand years of remaining within a constant range, started to rise with the advent of the Industrial Revolution. It has increased by almost 40 per cent and is rising each year. This is certain and straightforward. 2. One of the properties of CO2 is that it creates a greenhouse effect and, all other things being equal, an increase in its concentration in the atmosphere causes the Earth s temperature to rise. This is just physics. (The amount of other greenhouse gases in the atmosphere, such as methane, has also risen steeply since industrialisation, which has added to the impact of higher CO2 levels.) 3. Several other factors, like changes in solar output, have major influences on climate over millennia, but these effects have been observed and measured. They alone cannot explain the rise in the global temperature over the past 50 years. 4. The uncertainties arise when it comes to the interaction between greenhouse gases and other factors in the complicated climate system. It is impossible to be sure exactly how quickly or how much the temperature will rise. But, the past can be measured. The temperature has indeed steadily risen over the past century while greenhouse gas levels have increased. But the forecasts still range very widely for what will happen in the future, ranging from a small but still potentially harmful rise of 1 to 2 degrees Fahrenheit to a potentially disastrous level of +6 to +10 degrees Fahrenheit within this century. A warmer atmosphere melts glaciers and ice sheets, and causes global sea levels to rise. A warmer atmosphere also contains more energy and holds more water, changing the global occurrences of storms, floods, and other extreme weather events. 5. Sceptics argue that this wide range of uncertainty about future temperature changes lowers the need to act: Why spend money when you re not certain? But since the penalties can rise at an accelerating rate at the tail, a wider range implies a greater risk (and a greater expected value of the costs.) This is logically and mathematically rigorous and yet is still argued. 6. Pascal asks the question: What is the expected value of a very small chance of an infinite loss? And, he answers, Infinite. In this example, what is the cost of lowering CO2 output and having the long-term effect of increasing CO2 turn out to be nominal? The cost appears to be equal to foregoing, once in your life, six months to one year s global growth 2 to 4 per cent or less. The benefits, even with no warming, include: energy independence from the Middle East; more jobs, since wind and solar power and increased efficiency are more labour-intensive than another coal-fired power plant; less pollution of streams and air; and an early leadership role for the US in industries that will inevitably become important. Conversely, what are the costs of not acting on prevention when the results turn out to be serious: costs that may dwarf those for prevention; and probable political destabilisation from droughts, famine, mass migrations, and even war. And, to Pascal s real point, what might be the cost at the very extreme end of the distribution: definitely life changing, possibly life threatening. 7. The biggest cost of all from global warming is likely to be the accumulated loss of biodiversity. This features nowhere in economic cost-benefit analysis because, not surprisingly, it is hard to put a price on that which is priceless. Responsible Investment Report 13

15 8. A special word on the right-leaning think tanks: As libertarians, they abhor the need for government spending or even governmental leadership, which in their opinion is best left to private enterprise. In general, this may be an excellent idea. But global warming is a classic tragedy of the commons seeking your own individual advantage, for once, does not lead to the common good, and the problem desperately needs government leadership and regulation. Sensing this, these think tanks have allowed their drive for desirable policy to trump science. Not a good idea. 9. Also, I should make a brief note to my own group die hard contrarians. Dear fellow contrarians, I know the majority is usually wrong in the behavioural jungle of the stock market. And Heaven knows I have seen the soft scientists who lead finance theory attempt to bully their way to a uniform acceptance of the bankrupt theory of rational expectations and market efficiency. But climate warming involves hard science. The two most prestigious bastions of hard science are the National Academy in the US and the Royal Society in the UK, to which Isaac Newton and the rest of that huge 18th century cohort of brilliant scientists belonged. The presidents of both societies wrote a note recently, emphasising the seriousness of the climate problem and that it was manmade. Both societies have also made full reports on behalf of their membership stating the same. Do we believe the whole elite of science is in a conspiracy? At some point in the development of a scientific truth, contrarians risk becoming flat earthers. 10. Conspiracy theorists claim to believe that global warming is a carefully constructed hoax driven by scientists desperate for what? Being needled by nonscientific newspaper reports, by blogs, and by right-wing politicians and think tanks? Most hard scientists hate themselves or their colleagues for being in the news. Being a climate scientist spokesman has already become a hindrance to an academic career, including tenure. I have a much simpler but plausible conspiracy theory : that fossil energy companies, driven by the need to protect hundreds of billions of dollars of profi ts, encourage obfuscation of the inconvenient scientific results. 11. Why are we arguing the issue? Challenging vested interests as powerful as the oil and coal lobbies was never going to be easy. Scientists are not naturally aggressive defenders of arguments. In short, they are conservatives by training: never, ever risk overstating your ideas. The sceptics are far, far more determined and expert propagandists to boot. They are also well funded. That smoking caused cancer was obfuscated deliberately and effectively for 20 years at a cost of hundreds of thousands of extra deaths. We know that for certain now, yet those who caused this fatal delay have never been held accountable. The profits of the oil and coal industry make tobacco s resources look like a rounding error. In some notable cases, the obfuscators of global warming actually use the same experts as the tobacco industry did! The obfuscators simple and direct motivation making money in the near term, which anyone can relate to combined with their resources and, as it turns out, propaganda talents, have meant that we are arguing the science long after it has been nailed down. I, for one, admire them for their PR skills, while wondering, as always: Have they no grandchildren? 12. Almost no one wants to change. The long-established status quo is very comfortable, and we are used to its deficiencies. But for this problem we must change. This is never easy. 13. Almost everyone wants to hear good news. They want to believe that dangerous global warming is a hoax. They, therefore, desperately want to believe the sceptics. This is a problem for all of us. Postscript Global warming will be the most important investment issue for the foreseeable future. But how to make money around this issue in the next few years is not yet clear to me. In a fast-moving field rife with treacherous politics, there will be many failures. Marketing a climate fund would be much easier than outperforming with it. This essay first appeared in GMO Quarterly Letter, July It was reproduced with permission. I:\Markets\News\News 2010\September 2010\100913\Super funds need to boost responsible investment.docx 14 Responsible Investment Report

16 Find out more Disclaimer The information in this publication is of a general informative nature and is not intended to be financial advice. Before making financial or investment decisions, you should consult a licensed adviser. You should read this information in conjunction with other disclosure documents the Trustee has prepared for members. Every care has been taken with the information provided in this publication. However, because of the complex nature of superannuation and taxation law and the frequent changes occurring, UniSuper Management reserves the right to correct any error or omission. If there is any discrepancy between this publication and the Trust Deed and Regulations, the Trust Deed and Regulations will be the final authority. Information in this publication regarding investment returns, administration charges, and benefit structures is current as at the date of publication, but may change in future. Issued by: UniSuper Management Pty Ltd ABN , Australian Financial Services Licence No Level 37, 385 Bourke Street, Melbourne VIC Phone UniSuper: ABN Trustee: UniSuper Limited, ABN Date: October 2010 ProxyVoting 1010