Disclosure of commitment to the Shareholders Rights Directive II (‘SRD II’)
Ethical Capital Opportunity Advisors Limited (“ECO Advisors”) is authorised and regulated by the Financial Conduct Authority (“FCA”) as of 2nd January 2019 as a BIPRU MiFID Investment Management firm.
This statement sets out the firm’s approach in meeting the requirements (‘Engagement Policy’) set out in SRD II and summarised in the FCA Handbook under COBS 2.2B.6 in relation to investments in shares traded on a regulated market (a term which extends to non-EU markets which are comparable to EU regulated markets and where the financial instruments dealt in are of a quality comparable to those in a UK regulated market).
Where we own equity positions in the long portfolio, ECO’s voting activities are conducted in-house and overseen by a dedicated ESG analyst. We do not use a stewardship tool, and instead conduct our own reviews and analyses using multiple sources of information, including ESG data and company reports. All voting decisions are communicated to and are made in conjunction with chief staff, so as to inform and be informed by the investment decision making process.
We believe that ESG driven corporate engagement and voting in areas of environmental, social and governance risks can increase the ability of firms to create long term shareholder value. ECO expects to vote in line with management, except in cases where there are grounds for concern about the ESG-related effect or standard of an outcome. ECO may vote against a management resolution to express dissatisfaction if we believe that the resolution falls short of ESG best practice, especially when looked at on a peer relative basis.
We support shareholder and board initiatives to work towards Paris Agreement alignment, TCFD disclosure, low carbon initiatives, greenhouse gas emissions transparency and other environmental reporting. We encourage transparency and data around environmental, social and governance factors. We often support shareholder proposals for written consent and to call special meetings. ECO Advisors has specific guidelines for voting on gender diversity in boards and executive pay, details are available in the Appendices.
In all cases where ECO Advisors has voted against management for one or more proposals ECO Advisors will send an email to the company’s investor relations team communicating the voting rationale. ECO Advisors may deem it necessary to act collectively with other investors on an engagement matter in order to best influence an investee companies’ management.
In addition to engagement and voting, ECO Advisors continuously monitors the corporate behaviour of companies within its portfolio using ESG data analysis. Failure to adhere to ESG best practice (relative to peers) may trigger action to be taken up to and including selling a long position.
From an operational perspective, ECO uses the Broadridge proxy voting platform. Broadridge allows ECO to cast votes on key proposals and corporate governance issues and alerts ECO to upcoming voting events.
ECO Advisors will vote on all equity long positions within the portfolio with the objective of always acting in the best interest of the investors of the fund. In the unlikely event a corporate engagement could cause a conflict of interest, ECO would discuss the matter with our external compliance consultants in order to seek advice on how best to manage the conflict.
It should be noted that in the event that an equity long position is held via derivatives (such as swap/CFD or options) which do not come with voting rights attached, the firm would be unable to vote or engage. Similarly, equity short positions do not come with voting rights attached. Nonetheless, ECO views short selling (and the threat of short selling) as a powerful incentive mechanism to encourage corporate management to focus on the adoption of positive ESG outcomes within their companies.
ECO Advisors has voted at 100% of the meetings we were eligible to vote at.
ECO Advisors is not an activist fund, and thus we do not regularly escalate stewardship activities beyond voting and participating in collective engagement initiatives, which usually consist of signing and delivering statements to particular sectors or companies encouraging the adoption of ESG best practices. We may support our collective initiatives’ escalation strategies if deemed fit in cases of non-compliance. In regards to voting, as voting is specific to companies in our long book, and therefore ESG leaders, we do not expect regular escalation to be necessary, although ECO will engage directly with a company through a written communication in cases of votes against management. In rare cases where we see companies failing to respond to the above forms of engagement or in cases deemed necessary as per ECO’s discretion ECO Advisors will escalate stewardship by contacting the company’s board and senior management.
ECO Advisors upkeeps a narrative detailed document which notes every voting decision and rationale behind it, including research and analysis, and our general sentiment towards the company. We also document all communications with companies regarding voting rationale and any responses received. These documents are updated after each vote is completed. We also update a summary voting log which lists every proposal ECO Advisors has been eligible to vote on, how we voted in relation to management, and a short description of voting rationale. All documents are available upon request or in our investor portal. Further details on specific areas of ECO Advisors’ voting policy can be found in the Appendices of this document.
As a boutique investment manager, ECO believes that engagement on ESG matters with investee companies is most effectively carried out in collaboration with other like-minded investors. As UNPRI signatories, we participate in the UNPRI Collaboration Platform. The Collaboration Platform is a unique forum that allows investors to pool resources, share information and enhance their influence on ESG issues. The platform allows investors to sign joint letters to companies and join investor-company engagements, proposals for research, calls to foster dialogue with policy makers and requests for support on upcoming shareholder resolutions. We may also use this platform to engage with companies in our portfolio pre or post-vote. ECO Advisors reviews updates and reports for each ongoing engagement on a quarterly basis, and discloses any changes in a separate document, which is also regularly updated in our investment portal. The success of each initiative is subjective to the milestones and goals that the initiative organizer(s) has set. Progress and milestones reached for each engagement is available in a separate document upon request. The decision to join a collaborative engagement is always communicated to and are made in conjunction with chief staff, so as to inform and be informed by the investment decision making process and to make sure that the activities of the engagement are consistent with our investment and sustainability objectives.
As of October 2020 we have signed onto sixteen collaborative initiatives. As part of most of these initiatives letters are sent to companies in the relevant industry calling for better ESG practices. Thus far we have signed onto or are members of:
- The 30% Club Investors Group
- Global mission to achieve at least 30% representation of women on all boards and C-suites globally. 30% represents a critical mass from which point minority groups can impact boardroom dynamics.
- Focus letters on FTSE350 laggards
- Members are encouraged to promote the goals through their voting decisions
- Modern Slavery Act 2015
- Engagement with non-compliant FTSE 350 companies who have failed to meet the reporting requirements of section 54 of the Modern Slavery Act 2015.
- Shortlisted for ‘Stewardship Project of the Year’ award
- Climate Action 100+
- Calls for companies to take action to reduce greenhouse gas emissions, consistent with the goal of the Paris Agreement, provide enhanced corporate disclosure in line with the Task Force on Climate-related Financial Disclosures recommendations, and implement a strong governance framework that clearly articulates the company board’s accountability and oversight of climate change.
- The 160 companies engaged by the Climate Action 100+ initiative represent over 80% of global industrial emissions and are, as a group and individually, critical to progressing the global economy to net-zero emissions by 2050.
- The Investor Agenda
- A collaborative initiative to accelerate and scale up the investor actions that are critical to tackling climate change and achieving the goals of the Paris Agreement with the aim of keeping average global temperature rise to no more than 1.5-degrees Celsius. Engagements include the Investor Statement to Governments on Climate Change and the Investor Statement to EU leaders on Sustainable Recovery from COVID-19.
- CDP runs a global disclosure system for investors, companies, cities, states, and regions to manage environmental impacts. It is the world’s largest, most comprehensive dataset on environmental action. At the request of investors and stakeholders, CDP supports thousands of companies, cities, states, and regions to measure and manage their risks and opportunities on climate change, water security, and deforestation.
- FAIRR Sustainable Protein Supply Chains
- Calls on multinational food retailers and brand manufacturers to develop an evidence-based approach to diversify protein sources away from an over-reliance on animal proteins, asking 25 global food retailers and manufacturers to publicly disclose their intentions for transitioning protein portfolios towards lower impact and more sustainable sources.
- FAIRR Global Investor Engagement on Meat Sourcing
- Calls on fast food companies to de-risk their meat and dairy supply chains against climate and water risks.
- Engagement with Social Media Companies
- Calls for social media companies to strengthen controls to prevent the live streaming and distribution of objectionable content
- The engagement has been covered by the Financial Times, Responsible Investor, Investor Strategy, Financial Standard and The Logic , Newsroom and NZ Herald
- Brazil Anti-corruption Engagement
- Calls on 19 companies to substantially reduce corruption and bribery in Brazil
- Global Investor Expectations on Climate Lobbying
- Calls on companies to implement robust governance, public reporting, and engagement on climate policy with policymakers
- Access to Medicine and SDG3
- Calls on pharmaceutical companies to access new markets and increase reporting
- Investor Statement on Deforestation and Forest Fires in the Amazon
- Calls for reporting on deforestation risk exposure and management
- ‘Find’, ‘Fix’ and ‘Prevent’ Modern Slavery
- Calls on UK-listed companies to increase their efforts to identify human trafficking, forced labour and modern slavery in their supply chains, and disclose the effectiveness of their attempts to address these issues.
- FAIRR Cerrado Manifesto Statement of Support
- The statement demonstrates to agricultural producers operating in the Amazon’s Cerrado region that there is market and capital support for zero deforestation.
- PRI Investor Working Group on Sustainable Palm Oil
- Unified investor voice in support of sustainable palm oil and the Roundtable on Sustainable Palm Oil, engaging with companies in support of more sustainable practices.
- SEC petition against raising resubmission thresholds for shareholder proposals
- The SEC plans to raise the resubmission thresholds for shareholder proposals in the U.S. from the current 3%/6%/10% to approximately 6%/15%/30%, investors are invited to submit public comments.
As of October 2020, on average, ECO Advisors has engaged with 19.5% of the companies that have been in or are currently in our portfolio through collaborative engagements. We promote ESG in all our engagements. Details on progress and milestones reached for each engagement are available in the Engagements Progress document, available upon request or in our investor portal.
Disclosure of commitment to the Finance Reporting Council’s UK Stewardship Code
Under COBS 2.2.3 R any firm other than a venture capital firm, which is managing investments for a professional client that is not a natural person must disclose clearly on its website, or if it does not have a website in another accessible form:
- The nature of its commitment to the Financial Reporting Council’s Stewardship Code; or
- Where it does not commit to the Code, its alternative investment strategy.
Firms which wish to do so may notify the Financial Reporting Council (“FRC”) (by email via firstname.lastname@example.org) that they have published a statement; details of each signatory, along with a link to its statement will be listed on the FRC’s website, according to the categories of asset managers, asset owners and service provider here:
The FRC code guidance expects application on a “comply or explain” basis, and is not a rigid set of rules. Where a principle is not being complied with, a meaningful explanation should be delivered enabling the reader to understand the Firm’s approach to stewardship. Firms may determine that some, but not all, of the provisions of the Code are disproportionate in its case and set out as part of its disclosure why this is the case.
UK Stewardship Code Disclosure Statement
Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, Ethical Capital Opportunity Advisors Limited is required to make a public disclosure on its website in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code (“Code”).
The Code was first published by the FRC in July 2010 and it was updated in September 2012. Subsequently, the FRC published the new UK Stewardship Code 2020 (“2020 Code”), which took effect from 1 January 2020, and consists of 12 Principles for asset managers and asset owners, and six Principles for service providers.
The Code applies on a ‘comply or explain’ basis and is voluntary aiming at enhancing the quality of engagement between institutional investors and companies, to help improve long-term returns to shareholders and provide for the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies that institutional investors should aspire to.
The FRC defines ‘stewardship’ as ‘the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.’
ECO Advisors supports the objectives of the Code. Its statements regarding how the Principles of the 2020 Code have been applied and, where appropriate, an explanation of those Principles which have not been complied with, is set out below:
- Signatories’ purpose, investment beliefs, strategy, and culture enable stewardship that creates long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society
- Signatories’ governance, resources and incentives support stewardship
- Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first
- Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system
- Signatories review their policies, assure their processes and assess the effectiveness of their activities
- Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them
- Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities
- Signatories monitor and hold to account managers and/or service providers
- Signatories engage with issuers to maintain or enhance the value of assets
- Signatories, where necessary, participate in collaborative engagement to influence issuers
- Signatories, where necessary, escalate stewardship activities to influence issuers
- Signatories actively exercise their rights and responsibilities
ECO Advisors is an asset manager that invests long/short in a global portfolio of equities. ECO Advisors’ mission directly relates to UN Sustainable Development Goal 12 target 6 “Encourage companies, especially large and transnational companies, to adopt sustainable practices…”. We see finance and capital allocation as a powerful force for change, and believe we can help move financial services towards addressing Goal 12 (“Ensure sustainable consumption and production patterns”).
ECO Advisors believes in the importance of effective stewardship and long-term decision making, involving transparency of engagement policies between institutional investors and investee companies. ECO Advisors regularly internally reviews its policies and works with compliance consultants to ensure our policies best reflect our actions and meet the highest regulatory standards.
ECO Advisors’ investment strategy invests in companies based on ESG criteria. A core part of our investment strategy is to encourage improved corporate adoption of ESG best practices, which we believe will drive long term outperformance. Stewardship is therefore central to the strategy.
Conflicts of interest and risk management
ECO Advisors has clear procedures and policies in place to manage potential conflicts of interest which are regularly reviewed with external compliance consultants in order to ensure that the best interests of clients are always central to the firm’s actions. Full details are set out in the firm’s Conflicts Policy which forms an integral part of the firm’s compliance manual (signed by all staff).
ECO Advisors has robust risk management and compliance functions which ensure that the firm and its investment strategies are able to identify and respond to market-wide risks (e.g. changes in interest rates, geopolitical issues, and currency changes) as well as systemic risks (e.g. climate change impact).
ECO believes in the importance of establishing and maintaining strong relationships with industry bodies committed to sustainable investment. As such, ECO values involvement in industry associations and accreditation bodies. Our participation helps ensure that ECO meets the highest ESG and sustainable investment standards.
ECO Advisors is an official member of the following associations and accreditations:
- UN Principles for Responsible Investment
- The Luxembourg Finance Labelling Agency (“LuxFLAG”) has granted ECO Advisors the LuxFLAG Application Fund Status Label for ESG
- UK Sustainable Investment and Finance Association (“UKSIF”).
ECO will continue to develop our affiliations with values-aligned bodies in order to ensure the Firm and its policies are at the forefront of ESG investing.
ECO ensures that ESG considerations play an important role in the selection and ongoing relationship with our suppliers and counterparties. It is of paramount importance that our suppliers respect all applicable local laws and regulations, and conduct themselves to high ethical standards. We achieve this by using our knowledge of the ESG evaluation process and applying it to supplier / counterparty relationships.
- Where possible, ECO will request and review the ESG policies of our key suppliers and vendors, and look to encourage ESG transparency and best practice at these firms.
- Where such policies are deemed to be lacking, ECO will seek to engage with a supplier or counterparty in order to encourage them to improve ESG practices.
- If the supplier refuses to make any changes to their ESG business practices, ECO will re-evaluate its relationship with a particular supplier.
Our detailed policy on insider information can be found in Section 2 our Compliance Manual entitled “Market Abuse”. ECO Advisors is compliant under the UK’s market abuse regime.
In general, no staff member in possession of inside information may be involved in trading, selling, making recommendations, or publishing research with respect to affected financial instruments. It may also be necessary to restrict who these persons participate with. As a general matter, staff should seek to avoid unnecessarily coming into possession of information that will result in limitations being imposed on their activities. Research analysts in particular should be sensitive to the possibility that they may be prohibited in using or disseminating inside information where it has been disclosed selectively rather than to a large group of industry analysts or by press release which may provide an unfair trading information advantage. Selective disclosure should be distinguished from normal situations of corporate disclosures.
For further information on the Firm’s approach contact Tristan Elwell, Compliance Officer, at e-mail email@example.com.
Appendix 1 – Gender Diversity – Voting
ECO Advisors recognises both the social and economic benefits to improve gender diversity on company boards for all stakeholders. The 2018 UK Corporate Governance Code notes that both appointments and succession plans should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. There is also a general consensus in research that groups of greater diversity are better problem solvers, and that while homogenous groups feel more confident about their decisions than diverse groups, they often make poor decisions compared to those of diverse groups .
Research also indicates that companies with strong female leadership (deemed as three or more women) generated a Return on Equity of 10.1% per year versus 7.4% for those without and superior average valuation compared to companies without strong female leadership. Research has also found that companies lacking board diversity suffered 24% more governance-related controversies than average.
Within the global director reference universe, 73.5% of companies have at least one female director, though that number drops to just 20.1% for boards with at least three women.
Academic research suggests that three women may constitute a critical mass to allow women to contribute more equally to group decision making. Increasing the number of women to three or more enhances the likelihood that women’s voices and ideas are heard and that boardroom dynamics change substantially.
In all markets, when voting for company boards where there are no females ECO Advisors will vote against the chair of the nomination committee and any incoming male board members nominated for election. In developed markets (excl. Japan), in cases of less than 3 female board members, ECO Advisors will abstain on all board member and chair votes. This will be accompanied by a statement of rationale to the Investor Relations team of the company, detailing the benefits of improved board gender diversity and urging them to do so. In the case that there are three or more women ECO Advisors will proceed to vote for/abstain/against the individual directors in accordance with our standard ESG voting framework. In Japan and emerging markets the threshold is lowered to the presence of one woman, in which case ECO will proceed to vote for/abstain/against the individual directors as seen fit. This discrepancy is to acknowledge the difference in the social environment these companies operate in and to promote achievable goals in the short term. However, we expect to raise the target for Japan and emerging markets in the future. When a director sits on four or more boards, ECO Advisors considers this director to be “overboarded”. If we believe that overboarding has negatively affected the directors performance on the board we may abstain or vote against their re/nomination. In cases where abstention or a vote against an overboarded female board member may amount to votes for less than three women on the board (or the appropriate threshold determined) ECO Advisors will weigh whether the overboarding may have more of a negative impact on board dynamics than poor diversity and vice versa before deciding whether to approve, abstain, or vote against the female director.
Appendix 2 – Executive Pay – Voting
ECO Advisors’ decisions in regards to executive pay are made on a case-by-case basis following guidelines established by the portfolio managers and ESG research team after an extensive literature review. ECO Advisors believes that the goal of executive pay should be to incentivise leaders to create long-run value for society; pay should reward value creation that can be shared by both shareholders and stakeholders. There is also a general consensus in the academic literature that executive pay should be heavily linked to performance, in a way that encourages long-term decision making. The literature generally agrees that the best measure of executive performance currently available is the long-term stock return, which “captures almost all actions that affect firm value, including those impacting stakeholders, and weights them according to their materiality”.
Most research suggests that the best way to make a leader accountable to the long-term stock return is to offer lower fixed compensation, such as salary, which they receive irrespective of performance, and in lieu of greater deferred compensation, such as restricted shares. The value of these shares is automatically sensitive to performance. Research results indicate that stock markets respond positively to the adoption of long-term incentives programs for senior executives. One study by von Lilienfeld-Toal and Stefan Ruenzi studied the relationship between CEO voluntary stock ownership and long-term stock returns over a twenty-three-year period. Firms with large CEO stakes “beat those with small stakes by 4% to 10% per year”. They also enjoyed higher return on assets, labour productivity, cost efficiency and investment. In another study, from 1970 through 1988, the average annual compound stock return on the 25 companies with the ‘best’ CEO incentives, defined as “controlling a meaningful percentage of total corporate equity”, was 14.5%, more than one-third higher than the average return on the 25 companies with the ‘worst’ CEO incentives. A third study found that “Payment of an incremental 10% bonus for good economic performance is associated with a 30 to 90 basis point increase in the expected after-tax gross economic return in the following fiscal year; and payment of an incremental raise of 10% following a good stock market performance is associated with a 400 to 1200 basis point increase in expected total shareholder return”. Stronger pay-for-performance systems also attract and maintain talent.
Performance targets can often inadvertently encourage short-term decision making. Because it is clear how to meet short-term targets, manipulation and short-term planning is easier. It is much harder to improve the long-term stock return in instrumental ways. Instead, the leader is focused on current targets as well as all future potential returns. There are no jumps in pay when hitting a target, removing incentives to cut R&D and focus on short-term decision-making and short-term business outcomes. In the words of one industry expert, with long term restricted stock, executives are rewarded for “delivering a performance flow, rather than meeting performance goals”. Restricted shares, where shares are locked up beyond an executive’s departure, also encourage succession planning. Otherwise, an executive may take short-term actions whose damage will be “their successor’s problem or won’t make investments whose fruit will be their successor’s windfall”. The optimal lock-up period can vary, depending on the industry.
The idea of rewarding executives with restricted stock rather than bonuses or other types of incentive plans has increased in popularity. The April 2017 corporate governance report of the UK House of Commons concluded that “Long-term incentive plans’ impact on incentivising performance is unproven at best, and, at worst, they can create perverse incentives and encourage short-term decision making”. It recommended that they be replaced with “shares which can only be sold after set periods of time”.
ECO Advisors also recognises that some research indicates that unreasonably high pay packages for executives can have a negative affect on society and social wellbeing. Most of the literature on executive pay is written by economists, and focuses only on the effects of executive pay alignment on shareholder value, and neglects the arguments that high absolute pay can be socially detrimental. Social research on the ‘economics of happiness’ fills this gap. One study concluded that income disparity causes levels of happiness and satisfaction to drop in 60% of Americans, and leads to a degraded sense of general well-being. Specifically, the growing gap has been found to lead to the destruction of employee morale, of the trust that is needed to make businesses run efficiently. Other research suggests that as income inequality increases, in a practical sense, even if one is middle class, some things start getting priced beyond their reach. Similarly, there is a psychological effect, in that increased inequality, even if one’s own income also rises, can make one feel like their chances of moving up the ladder become more and more slim. These outcomes can have a ripple effect, as other research has shown that unhappy workers tend to be less productive and are more likely to take longer sick leaves, as well as to quit their jobs. Finally, ECO Advisors supports executive pay structures linked to sustainability metrics. In our experience of reviewing sustainability linked pay, these typically include metrics such as greenhouse gas emissions targets, Paris Agreement targets, percentage of women in management, healthy and safety goals, employee and customer satisfaction, and other ESG related goals.
Based on our review, ECO Advisors looks to encourage executive pay that emphasises long-termism, such as restricted shares, over large fixed payouts and performance targets that encourage short-term decision-making. However, we believe each case must be considered individually and on a discretionary basis, and we carefully document our rationale based on the guidance set out in this document as part of our voting process.
ECO Advisors considers the following non-exhaustive list of data points and pay assessment criteria as potential red flags in our voting decision making process before deciding to vote in favour, to abstain, or to vote against a proposal:
- The CEO holds shares with a value below 5x salary and the company has failed to adopt either effective stock ownership guidelines or an equity retention policy for the CEO
- The CEO’s equity pay fails to reflect the company’s total shareholder return performance over the last three years
- The company’s pay policies or practices attracted adverse public comment from stakeholders (including shareholders, government, regulators, etc.)
- The company receives a negative vote in excess of 10% on its pay policies and practices for the most recently reported period
- The most recently reported total fixed CEO pay figure falls into an extreme range relative to the company’s peers (Unless there is evidence of exceptional performance versus peers)
- The most recently reported total realised CEO pay figure falls into an extreme range relative to the company’s peers (Unless there is evidence of exceptional performance versus peers)
- The most recently reported total awarded CEO pay figure falls into an extreme range relative to the company’s peers (Unless there is evidence of exceptional performance versus peers)
- The CEO’s potential cash severance pay exceed 5x his or her annual pay
- 1 year minimum vesting period, 3-5 years target vesting period
- Unvested equity awards are still eligible for vesting when the CEO’s employment is terminated
- The value of the CEO’s shareholding in the company does not fall within an effective range
- The company does not disclose specific pay totals for its top executives
- The company provides a golden hello to its CEO or other senior executives
- Contracts containing multi-year guarantees for salary increases, non-performance-based bonuses, or equity compensation
- Abnormally large bonus payouts without justifiable performance linkage or proper disclosure
- Significant shifts away from performance-based compensation to discretionary or fixed pay elements without justification
- Pay linked to sustainability and ESG targets