ESG Engagement: Public Equities Priorities and Process. British Columbia Investment Management Corporation

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1 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 1 ESG Engagement: Public Equities Priorities and Process 2016 British Columbia Investment Management Corporation

2 Table of Contents Context...1 Approaches to ESG Engagement...2 Process...3 Priorities...5 a) Climate Change and Water...6 b) Human Rights...6 Implementation...8 a) Annual Portfolio Assessment...8 b) ESG Performance Assessment of Top Holdings...8 c) Plan, Monitor, and Report...9 Summary...10 c) Shareholder Rights...7 About BCI BCI is a leading provider of investment management services to British Columbia s public sector. Our role is to generate investment returns that will help our institutional clients build a financially secure future. With our global outlook, we seek investment opportunities that will meet our clients risk and return requirements over time. This compels us to integrate long-term environmental, social, and governance matters into our investment decisions and activities. We offer investment options across a range of asset classes: fixed income; mortgages; public and private equity; real estate; infrastructure; and renewable resources.

3 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 1 Context The engagement activities of BCI s Public Equities department are intended to help protect and increase the long-term returns of the funds we manage on behalf of our clients by actively raising a company s awareness of the importance of managing long-term environmental, social, and governance (ESG) risks. We believe that if a company enhances its governance and operational practices to effectively address ESG performance, its risk profile, reputation, and long-term ability to compete is improved, contributing to reliable long-term returns for our clients. You can t change a company you don t own. Therefore, BCI believes the effectiveness of share ownership lies not in divesting or avoiding companies with poor ESG practices, but by raising awareness that the effective management of ESG risks contributes to creating long-term financial value. In discharging our fiduciary obligation of working in our clients best financial interests to generate returns, BCI aims to manage the long-term risks and opportunities that ESG matters present, both now and into the future. As an active owner, we monitor ESG risks and engage with our companies to raise awareness that mismanagement of ESG risks can lead to a range of business impacts. These may include stricter regulation, lawsuits, loss of consumer trust and sales, damage to reputation, higher operational costs or, in some circumstances, the loss of an ability to operate. Some international markets have looked to the concept of stewardship codes to guide interaction between investors and their investee companies, the most prominent one being the UK Stewardship Code. This Code, and others like it, seeks to improve the quality of engagement between companies and investors with the ultimate goal of improving longterm, risk-adjusted returns for shareholders. While Canada does not have its own stewardship code, there are organizations that BCI belongs to that provide guidance for investors, including the Canadian Coalition for Good Governance (CCGG) and the International Corporate Governance Network (ICGN). Some of the more instructive documents that address the responsibility of shareholders include: The CCGG s Principles for Governance Monitoring, Voting and Shareholder Engagement (2010). The ICGN s Statement of Principles for Institutional Investor Responsibilities. These documents provide a useful summary of the benefits of active ownership with the companies that institutional investors own. This document should be read in tandem with BCI s Proxy Voting Guidelines document which provides details on the ESG principles and practices on which we frequently vote.

4 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 2 Approaches to ESG Engagement As a large-scale investor, it is our responsibility to interact and, where appropriate, challenge companies about their policies and activities. Our engagement focus is driven by the management of long-term risks and we pursue activities that are expected to have the greatest impact. BCI may engage directly with companies on our own or collaboratively in partnership with other like-minded investors and organizations. Collaboration, which involves working with our peers and adding our name as a means to strengthen a unified voice, can be effective in encouraging change and adopting good corporate practices and standards. Engagement may occur at a comprehensive level. As per PRI s definition, we define this level of engagement as multiple, substantive, detailed discussions or interactions with a company that may occur over a longer time span than one calendar year. All other activities that do not exhibit this level of engagement are classified as basic.

5 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 3 Process Our engagement is based on constructive communication that focuses on exploring specific issues in-depth with influential companies and standard-setting organizations. Through respectful and encouraging dialogue, we seek to: RESEARCH CLIENT INPUT Ensure that companies understand their ESG risks and manage them effectively. Enhance overall corporate disclosure of ESG policies and performance. Minimize portfolio investment risk for our clients. Increase long-term returns of the funds. We strive to be proactive with our engagement, though there may be times, usually when a major incident or news story comes to light, that we may reactively engage with affected companies. The various steps in the engagement program are discussed throughout this document. While BCI maintains the operational responsibility for carrying out engagement activities, our clients are consulted on material changes to our priorities and we remain accountable to them. ESTABLISH ENGAGEMENT PRIORITIES PORTFOLIO ASSESSMENT ESG PERFORMANCE OVERLAY ENGAGEMENT PLAN MONITOR REPORT PUBLIC RESPONSIBLE INVESTING NEWSLETTERS RESPONSIBLE INVESTING ANNUAL REPORT CLIENTS MEETINGS/BRIEFINGS RESPONSIBLE INVESTING NEWSLETTERS RESPONSIBLE INVESTING ANNUAL REPORT

6 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 4 The choice of priorities for our engagement program is based on the following criteria: The economic materiality or business relevance of a particular ESG risk businesses face a variety of risks. We focus our efforts on ESG risks that will have the most positive outcome for a company either in terms of risk mitigation or adding value. The likelihood of change or effectiveness of our efforts in order to maximize the effectiveness of engagement, we will tend to avoid putting resources into issues that have little likelihood of success. For example, although we do not support dual class share structures, there is little justification to engage extensively on this issue due to the low likelihood that companies would voluntarily give up the control embedded in this type of structure. Expert opinion and third-party research on ESG risks the ESG integration team continually monitors expert sources of opinion to determine what emerging risks might be more material going forward based on legal opinion, scientific developments, or regulatory trends. BCI s country and sector investment exposure at a high level, we want to engage on those issues that are commonly experienced across the portfolio to leverage research and have a wider impact. This naturally leads us to engage with companies in the markets and sectors that we are most exposed to. BCI engages on ESG risks in four primary ways: Regulatory Influence Proxy Voting METHODS OF ENGAGEMENT Partnering with Peers Direct Dialogue 1. Voting in an informed manner at the shareholder meetings of the thousands of companies within our investment portfolios. 2. Exchanging information, pooling resources, and collaborating with like-minded investors. BCI is a member of the CCGG, the Extractives Industry Transparency Initiative (EITI), the Asian Corporate Governance Association (ACGA), the ICGN, the Pension Investment Association of Canada (PIAC), an investor member of the CDP (formerly known as the Carbon Disclosure Project), and a signatory to the Principles for Responsible Investment (PRI). 3. Corresponding and directly meeting with company management and board directors. 4. Engaging with government, policy makers, regulatory and standard-setting bodies, and industry associations. There may be times when BCI will explore filing or co-filing a shareholder proposal, although this tool will be used sparingly when other methods of engagement have not been effective. In past years, shareholder proposals were filed on majority voting before this became a listing requirement for the Toronto Stock Exchange because engagement with some companies was not yielding the desired results.

7 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 5 Priorities We focus on three areas that we view as being long-term, widespread business challenges, and therefore a natural fit for an investor with an investment horizon that stretches forward many decades. Our engagement focus is driven by the management of investment risks and we pursue activities that are expected to have the greatest material impact on our portfolio. In view of the size of the public equities GOVERNANCE portfolio and of what are by definition limited resources, BCI chooses to be selective, specific, and pragmatic at all times. Other issues will be handled on a case-by-case basis as necessary to safeguard ENVIRONMENTAL SOCIAL our clients best financial interests. One of the engagement methods BCI employs is communicating our investor perspective to regulatory and standard-setting bodies. Our policyoriented activities are aimed at addressing systemic risks in order to improve the investment environment for institutional investors. We selectively target consultations by policy makers and standard-setting bodies around the world and strive to prioritize those that align with our focus areas. Climate Change and Water Human Rights Shareholder Rights Practical and effective regulation and commonly agreed upon standards provide companies with more clarity on what is required of them as well as what is considered best practice. We expect that our policy efforts will lead to greater stability and integrity within the financial markets. BCI s policy and regulatory submissions are posted to the website.

8 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 6 A. CLIMATE CHANGE AND WATER Climate change is now widely predicted to have large-scale economic impacts, both directly through flooding, drought, and other extreme weather events, and indirectly through regulatory measures to limit greenhouse gas emissions and promote low carbon technologies. Virtually all sectors, such as utilities, energy, insurance, tourism, property, transport, construction, retail, and agriculture, are likely to be affected. There is growing awareness that swift action is required to prevent staggering costs that will emerge in the face of inaction. Most industries also face water risk which can range from water quality, water quantity, floods, and/or droughts, particularly as the effects of climate change become more acute. In order to secure adequate water supplies, companies need to be sensitive to all water users by taking a regional perspective. This avoids conflict with other users and provides operational reliability. Given the predicted severity of climate change and the strategic importance of water, BCI will focus our company engagement around the following areas: To fully understand the risks, BCI requires disclosure. We are active members of the CDP Climate Change and CDP Water programs and encourage companies to disclose using these frameworks in order to provide investors with comparable and relevant data on climate and water risks. Encouraging investment in research and development and emerging technologies to reduce carbon emissions while increasing efficiency to ensure the company s long-term competitive success. Efficient operators tend to be better operators so we encourage companies to use energy and water efficiently. Ideally, this is done by setting goals or targets with sound implementation plans. Encouraging companies to prepare for increased regulatory scrutiny including greenhouse gas regulations and stricter water permitting procedures. Misusing water resources can have a direct impact on others, so we seek to understand how companies interact with local stakeholders to ensure water management plans are consistent with local needs and priorities. B. HUMAN RIGHTS Through the ratification of international human rights treaties, countries have committed to uphold their human rights obligations. However, the responsibility of corporations in the human rights sphere has been widely debated as the roles between government and private corporations have become more blurred over the years. In the past few decades, globalization has allowed new opportunities for business in many areas of the world. Companies that pursue international growth and economic opportunities face the challenge of operating in various legal, political, and social contexts. These challenges are particularly complex when companies operate in countries with weak regulatory environments, especially when the government is also a client or business partner of the company. The principal objective of our engagement on human rights has been to encourage companies to effectively address risks associated with their activities and operations. This includes conversations with high impact industries that are often most directly exposed, but also those companies with significant risk in their supply chain. BCI aims to: Determine that the company has a sound understanding of the various risks involved in its operations and manages those accordingly based on international best practice. Assess the policies and procedures the company has established for managing the unique risks of operating in high risk areas such as poor

9 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 7 employee safety culture, uncertain local rule of law, reputational risks, and accusations of human rights violations. Encourage companies to make an explicit commitment to respect human rights through adoption of a human rights policy or endorsement of widely-accepted standards such as the UN Global Compact, the Voluntary Principles on Security and Human Rights, or conventions of the International Labour Organization. Encourage the adoption of the UN Guiding Principles on Business and Human Rights, the authoritative standard for addressing adverse human rights impacts. C. SHAREHOLDER RIGHTS: BOARD COMPOSITION, VOTING RIGHTS, AND EXECUTIVE COMPENSATION The single most important element of BCI s engagement on all ESG issues is electing companies boards of directors and holding them accountable. We consider good corporate governance to be the over-arching framework for effective company management. The board is crucial because directors are responsible for long-term strategy and for ensuring the company has systems in place to effectively assess and manage risk, including environmental and social risks. BCI expects directors to oversee management and to protect the interests of shareholders. We encourage boards to adopt and implement policies and practices that appropriately address corporate responsibility matters relevant to their business. Due in part to our efforts on the board election process in Canada, investors now have annual elections for directors, the disclosure of detailed vote results, and the adoption of majority voting policies. Such progress on the elections process allows us to devote more time to assessing directors individually and examining the make-up of the board to assess if the right mix of skills, experience, independence, and diversity exists. Next to the election of directors, BCI spends the most time analyzing executive compensation programs. These programs must be aligned with the strategic priorities of the company and ensure that a pay for performance link exists. In many markets, companies must give investors an opportunity to support or not support the overall compensation design (sayon-pay). This is a positive communication vehicle for investors and we strive to offer companies feedback when we choose not to support the compensation program. BCI emphasizes the following areas in our engagements on shareholder rights: A balance of both experienced board directors and newer directors that will offer fresh insights. Increasing levels of diversity on boards to bring forward different perspectives and opinions. The adoption of majority voting and say-on-pay where it is not mandated. An alignment of the interests of management with the interests of shareholders through compensation arrangements that are linked to the achievement of long-term company success and do not incentivize excessive risk-taking. Executive compensation should be clearly disclosed, reasonable, have a strong link to long-term shareholder value, and minimize potential pay for failure components. Organizations such as the ACGA, the ICGN, and CCGG also play a key role as respected advocates for governance reform, and therefore, our participation in such networks is an efficient use of resources.

10 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 8 Implementation With broad priorities established, the ESG Integration team within the Public Equities department focuses on implementation activities including an annual portfolio assessment followed by an ESG performance assessment and the setting of engagement objectives. While the framework has been established, the team continually evaluates opportunistic engagement circumstances based on timely news events, opportunities to collaborate with our peers, or sectoral risks that may come to light but were not anticipated. While structure and accountability are important, we must also be flexible enough to capitalize on event-driven opportunities. A. ANNUAL PORTFOLIO ASSESSMENT research effort allows us to narrow our engagement list down to a reasonable level that is appropriate for the resources we have available. This process of prioritization is illustrated in the diagram below. Companies that BCI s clients are heavily exposed to and create elevated ESG risk are those that receive the highest priority for engagement. Conversely, those with less financial exposure and lower ESG risk are not a priority. BCI invests in thousands of publicly-traded companies and it is simply not feasible or effective to engage with each company. Therefore, it is important that we understand which companies we are most exposed to from a market value perspective. This exposure is determined by annually assessing our top holdings to identify potential candidates for engagement. B. ESG PERFORMANCE ASSESSMENT OF TOP HOLDINGS Using a variety of external data sources, BCI is able to create a high level ESG performance assessment of its top holdings in order to rank companies and issues. Our engagement efforts are going to be most constructive when they are focused on those companies presenting significant ESG risks. This Level of Concern Based on Company Risk and ESG Performance HIGH LOW LOW PRIORITY HIGH PRIORITY NO ACTIVITY MEDIUM PRIORITY LOW HIGH Materiality/Exposure Assessment Based on Portfolio Review

11 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 9 C. PLAN, MONITOR, AND REPORT With a focused list of companies to engage it is useful to set some broad engagement objectives which can then be measured after a reasonable time period to assess the effectiveness of our efforts. Once an engagement has begun, it may continue for several years but BCI actively monitors progress. The level of engagement will also vary depending on the nature of the risk and the materiality of the issue. BCI is committed to disclosing our activities and has a number of ways of reporting to clients and the public. Our initiatives include annually publishing three Responsible Investing Newsletters and a Responsible Investing Annual Report. We also disclose our proxy voting positions and rationale for when we vote against a proxy ahead of a publicly-traded company s annual general meeting. The searchable database, available on our website, also provides an account of our voting history. As a PRI signatory, BCI participates in the annual PRI survey that assesses our responsible investing practices across our asset classes in line with the six principles.

12 ESG ENGAGEMENT: PUBLIC EQUITIES PRIORITIES AND PROCESS 10 Summary BCI is confident that our engagement approach is effective and appropriately minimizes the long-term investment risk that ESG matters may present within our clients portfolios. We approach engagement in a constructive way and make the most of the resources at our disposal. BCI strives to be transparent in our approach and results relating to our engagement activities. More information is available on our website at

13 BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION 750 Pandora Ave, Victoria BC V8W 0E4 CANADA / BCI.ca BCI is the investment agent for many institutional clients; the views and opinions expressed in this report are those of BCI and do not necessarily represent the views of its clients. The information in this report is provided as of the date hereof. Neither the delivery of the report nor any further discussions in relation to BCI will under any circumstances create any implication that there has been no change in the affairs of BCI since the date of this report. All rights reserved. Contents copyright BCI Photos provided by: Shutterstock

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