AstraZeneca
Objective
Aligning executive pay with performance, fostering long-term value creation, and improving corporate governance.
Background
In advance of the 2024 AGM, AstraZeneca’s management proposed a new remuneration policy significantly increasing maximum variable pay for executives. This included a potential maximum long-term incentive plan (LTIP) level of 850% of base salary, which is unprecedented in the FTSE and further widens the variable pay gap with FTSE 10 peers. This proposal follows a period where the CEO has achieved his maximum LTIP awards ensuring that his overall package is already generous compared to European peers.
AstraZeneca’s rationale for increasing pay is based on the company’s global reach in a high-paying sector with a CEO who is well regarded CEO..
We acknowledge these factors and understand the need for executive compensation to remain competitive on an international basis. That being said, it is WHEB’s view that the scale of this further increase is neither justified nor in the interest of shareholders.
Actions
WHEB voted against the proposed remuneration policy at the 2024 AGM and, as per our policies, we wrote to AstraZeneca’s management to explain why. We later joined a broker call with AstraZeneca’s Chair discussing governance and executive compensation, which occurred following the AGM.
Outcome
Milestone 2 – company shares or agrees to disclose information on the issue
Typically, 20-30% votes against management is considered a clear signal of shareholder dissent, even if the proposal is passed. This proposal received only c.60% support, sending a strong signal to AstraZeneca that a significant proportion of its shareholders do not believe the pay policy is in their best interest. This potentially explains why the Chair dedicated time to further justifying the policy in a broker call.
During that discussion, the Chair argued that the remuneration policy was fair in a global context, especially when compared to US peers which do not disclose the performance criteria in the LTIP to the extent that UK companies do. The Chair also counterargued that the value created by the company under the CEO’s leadership justifies the pay levels.
While we are not supportive of the pay increase, we acknowledge that AstraZeneca is looking particularly strong at the moment, and that the business could potentially double in size under the CEO's leadership by 2030 thanks to the very strong pipeline which includes 20 novel molecules. On this basis, we remain supportive of AstraZeneca from both a fundamental quality and an Impact standpoint.
It seems unlikely that the company is likely to change its attitude on compensation, unless forced to via policy or regulatory action. We will continue monitoring executive remuneration to ensure that the basis on which the pay policy has been adhered to.
Infineon Technologies
Objective
1. For Infineon to set more ambitious gender diversity targets (increasing from 20% to 30%)
2. Better understanding the company’s approach to broader aspects of DEI
Background
Infineon has over 33% gender diversity at the board and senior management levels, placing it in the top quartile of the portfolio. In addition to this, it has a time-bound target for 20% of management positions to be held by women by 2030. Still, we feel that more could be done to address DEI throughout the business.
Actions
Prompted by WHEB’s voting policy that recommends engagement with businesses showing inadequate diversity we arranged a call with Infineon’s Investor Relations team in Q1 2024.
Specifically, we were keen for the company to build on its approach to gender diversity by increasing its target on management position to be increased to 30% (from 20%) and to learn more about the company’s flexible work policies.
In addition to this we were also keen to learn about Infineon’s approach to DEI beyond gender and asked specifically about goals relating to underrepresented groups such as ethnic minorities, LGBTQ+ and people with disabilities as well as data collection and analysis for these groups, hiring policies and inclusivity and supplier diversity.
Outcome
Milestone 2 - Company shares or agrees to disclose information on the issue / Milestone 3 - Company develops or commits to developing an appropriate policy or strategy to manage the issue
Currently, Infineon feels that a 30% target for gender diversity is challenging within the semiconductor industry. That being said, it is working to increase awareness of the career opportunities in the semiconductor industry via a number of initiatives for example with schools and universities. It also has the largest kindergarten in Germany and enables flexible working and has policies to address bias in promoting mothers.
Nevertheless, Infineon has implemented various initiatives aimed at promoting inclusivity and diversity, such as accommodating religious dietary restrictions, establishing employee resource groups, conducting surveys to gauge employee satisfaction and identify areas for improvement, and setting up an anonymous integrity line to address any concerns raised by employees. These efforts indicate a commitment to creating a supportive and inclusive work environment, even if specific targets for diversity metrics are not yet in place.
First Solar
Objective
Substantive reductions in GHG emissions across all scopes and net zero carbon emissions by 2050.
Background
Despite its products representing a critical technology in decarbonising the global economy, First Solar is one of the WHEB strategy’s top greenhouse gas (GHG) emitters by financed emissions. An additional frustration of ours has been that the company has failed to capture the opportunity to use its own panels to help reduce their own Scope 2 emissions.
WHEB has therefore been engaging the company on this, as well as other issues, jointly with the Investors for Sustainable Solar initiative1.
Actions
WHEB took part in a group call with Frist Solar’s Head of ESG and Sustainability, along with our collaborating investors, in which we pushed for reduced Scope 2 emissions by replacing fossil based energy sources with renewable energy and increased energy efficiency.
During the latest call, in December 2023, the company highlighted its commitment to sourcing 100% renewable energy by 2028. Disappointingly, this has been pushed back by two years primarily due to First Solar’s considerable growth rate, which will cause a continued increase in its emissions through to 2026.
More positively the company has now received Science Based Targets initiative (SBTi) validation of both their near and long-term net zero carbon (NZC) targets and has published a carbon reduction roadmap.
Outcome
Milestone 4 - Company provides evidence that the issue is being managed in line with the policy or strategy, demonstrating concerns have been addressed
As the global economy continues to decarbonise, First Solar is positioned to benefit from increased solar demand. Its decarbonisation targets are now aligned with the Paris Agreement, and it is implementing robust systems and processes to reduce its absolute emissions, which we hope to see in the next five years.
Furthermore, in January 2024 we were pleased to see First Solar announce plans for its Indian operations to be 70% powered by renewable electricity provided by its own panels by the end of the year. This is expected to displace 7,000 kilotons of CO2e emissions over the 15 year duration of the Power Purchase Agreement. On top of this, emissions overall have not increased, which is impressive given the company’s rate of growth.
With WHEB having made a commitment for our investment portfolio to be net zero carbon by 2050, we will continue to monitor the company’s progress in achieving absolute emissions reductions across all Scopes.
1 https://iehn.org/our-work/investors-for-sustainablesolar#:~:text=Investors%20for%20Sustainable%20Solar%20is,and20Asset%20Management%20LLP
MSA Safety
Objective
For MSA Safety to improve its gender diversity by improving female board-level representation to at least 33%.
Background
We have previously engaged MSA Safety on the topic of gender diversity. In 2022, we used our voting rights to vote against the re-election of Lead Director, Robert A. Bruggeworth and wrote to the company explaining our dissatisfaction with less than 33% of board members being female.
We raised the topic again later that year during a call, and MSA mentioned a challenging period for making diverse hires, possibly due to the pandemic. It did, however, express intentions to make improvements and highlighted that a diversity metric had been included in the pricing a credit facility (meaning that the company would have to pay a higher interest rate if specified targets were not met).
Later, MSA’s 2022 Impact Report highlighted other diversity-related metrics, including 30% board diversity and 36% diversity at the executive leadership level.
Actions
We spoke to MSA Safety’s Chief Financial Officer and Investor Relations at the same conference the following year and took the opportunity to raise several ongoing engagement issues1 as well as gender diversity.
Specifically, WHEB outlined how reporting all facets of diversity under a single metric does not allow a sufficiently detailed understanding of the different dimensions of diversity in the organisation. Instead, MSA should be aiming for a minimum of 33% female board-level representation, as well as improving representation of, and reporting on, other aspects of diversity.
Outcome
Milestone 2 - Company shares or agrees to disclose information on the issue.
Though we attempted to probe the company about whether there is an internal differentiation between measures of diversity, we remain concerned about MSA Safety’s strategy for improving diversity, and especially gender diversity at the board level. There is not only a moral case justifying the need for businesses to address diversity and inclusion concerns, but also a strong business case. Diversity at the executive-level has repeatedly been shown to improve the likelihood of financial outperformance2.
In its 2022 Impact Report3, MSA states that it defines diversity using U.S. Government Guidelines that define “individuals as diverse if they belong to one or more of the following groups: female gender, racial or ethnic minority, protected veteran class, or persons with a disability. Employees in multiple groups are only counted once”. However, there is no requirement to report all diverse individuals in a single metric.
Our concern is that a combined diversity metric represents a considerable lack of ambition from leadership to improve firm-wide diversity. This may indicate, at best, a weak understanding of the benefits experienced by more diverse businesses or, at worst, implicit bias causing a resistance against efforts to diversify the workforce.
These concerns are further reinforced by the fact that, despite targets and supporting incentive structures, senior-led diversity continues to remain flat in recent years. As such, we continue to monitor developments at the company and are considering how to engage on this issue further.
1Including phasing out the use of PFAS chemicals in fire-fighting equipment and progess towards NZC emissions.
2 https://www.mckinsey.com/~/media/mckinsey/featured%20insights/diversity%20and%20inclusion/diversity%20wins%20how%20inclusion%20matters/diversity-wins-how-inclusion-matters-vf.pdf
3 https://s7d9.scene7.com/is/content/minesafetyappliances/5000%2D1041%2DMC%5FMSA%2DImpact%2DReport.pdf
Ecolab
Objectives
Overarching objectives of the initiative:
- Increase transparency;
- Publish time-bound phase-out plan of products that are, or contain, persistent chemicals;
- Develop safer alternatives for hazardous chemicals.
Background
WHEB has been engaging Ecolab on the topic of hazardous chemicals since 2012, to support this work, we have been involved with ChemSec’s Investor Initiative on Hazardous Chemicals (IIHC) since 20211.
Through previous engagements, we were confident that Ecolab had a good understanding of the need to move away from hazardous chemicals. It had, for example, committed in 2021 to: prohibit the development of any new products containing substances of very high concern (SVHC); and, incorporated the SVHC authorization list into its internal chemical ingredient policy in support of an internal target to eliminate the remaining <2% of products using these chemistries.
However, while ChemSec had identified 18 SVHCs for the company to phase out, Ecolab considered there to be only one. It therefore intended to speak to ChemSec to explain that the others were monomers being used as intermediaries (i.e., the monomer is being used to make another chemical) and so did not leave the factory gates. Our priority in 2023 was therefore to better understand the extent to which this has been resolved with ChemSec
Actions
When engaging collaboratively, WHEB aims to be as active a participant as possible. Having already been involved in a long-term engagement with Ecolab on hazardous chemicals, we volunteered as co-lead for the investor group targeting the company.
We began the 2023 IIHC engagement season by speaking to ChemSec’s experts for an update on the disputed SVHCs. ChemSec had told Ecolab they would agree not to class the monomers in question as SVHCs, should Ecolab state publicly on its website that these chemicals are used only as: a) intermediaries; or b) to produce a polymer in a process that is irreversible under normal conditions.
We then lead an investor call with Ecolab in November 2023, which covered:
- Ecolab’s discussions with ChemSec about which chemicals to phase out.
- Proportion of revenue and production volume linked to chemicals identified for phase out.
- Timeframes and roadmap for phase out and the extent to which it plans to make this information publicly available.
Outcomes
Milestone 3 - Company develops or commits to developing an appropriate policy or strategy to manage the issue.
During the call, Ecolab’s Chief Sustainability Officer (CSO) and Investor Relations contact, explained it has increased its ambitions for SVHC phase-out. More specifically, the SVHC revenue target has decreased to <1% by 2030 and there are intentions to publish the roadmap of how to achieve this in its forthcoming Corporate Sustainability Report report (May 2024). This roadmap will cover three target areas:
- Improving system engineering to minimise risks and improve safety.
- Investment into research and development
- Working with strategic partners to find safer alternatives.
Ecolab has also since spoken with ChemSec and has now met its requirements for the disputed SVHCs to be reclassified by publishing information about how they are used on their website. In addition to this it has also published details of processes used to help minimise their use risk.
While it’s clear that Ecolab is making great progress in some areas, we made suggestions for further improvements. For example, improving disclosure on circularity should be a focus and will help the company improve its ChemSec score on Transparency. The CSO also highlighted ongoing internal discussions to publish Ecolab’s responses to the Chemical Footprint project.
During the call it became clear that Ecolab had not been aware of ChemSec’s marketplace for advertising its safer alternative products and so emphasised the importance of listing its products there.
1 https://www.whebgroup.com/hazardous-chemicals-engagement-case-study-2023
TE Connectivity - NZC
Objective
TE Connectivity has already committed to strong and credible near-term targets in line with the Science Based Targets initiative (SBTi). Still, as long-term targets are crucial, our objective is for the company to commit to SBTi NZC by 2050. We are also keen to discuss plans for reducing Scope 3 emissions and how climate-related governance is structured.
Background
As one of the top 10 emitters (by financed emissions) in the strategy, TE Connectivity is a high priority company for our Net Zero carbon (NZC) engagements. WHEB had already been engaging TE Connectivity and encouraging it to scale its climate ambition (by moving from GHG emissions reductions targets to setting a 2050 NZC target) when we joined the Net Zero Engagement Initiative (NZEI) in 2023.
Actions
Established by the IIGCC in March 2023, the NZEI wrote to target companies1 requesting disclosure of a comprehensive corporate net zero transition plan that includes:
- a comprehensive net zero commitment;
- aligned GHG targets;
- emissions performance tracked; and,
- a credible decarbonisation strategy
Although it acknowledged receipt, TE Connectivity ignored several follow-up attempts made by WHEB and our co-collaborators.
Although TE Connectivity initially acknowledged receipt of this letter, the company failed to respond to several further attempts to discuss the letter in more detail. These were made by a sub-group of its investors that are members of the IIGCC including WHEB, another asset manager and a private bank and involved contacting the company’s investor relations team as well as its brokers.
Our aim had initially been to applaud the company for its progress so far whilst also encouraging further action. For example, TE Connectivity has committed to strong and credible near-term targets in line with the Science Based Targets initiative (SBTi) covering absolute reductions in all scopes. Still, the need for both long and near-term targets is crucial and we agreed that committing to SBTi NZC by 2050 will strengthen the company’s position as a sustainable leader. We were also keen to discuss plans for reducing Scope 3 emissions and how climate-related governance is structured.
After six months with no response, we suggested that the group should consider how to escalate this engagement. The group decided to first try contacting investor relations team a final time and then, if that was also unsuccessful, formally writing to the Chair requesting a response otherwise we would make a statement at the forthcoming AGM.
As the investor relations contacts remained unresponsive, we wrote to the Chair in January 2024 as planned. WHEB also invited another of TE Connectivity’s institutional investors to sign the letter, adding further weight to our requests
Outcome
Milestone 2 - Company shares or agrees to disclose information on the issue
The escalation proved successful, as we are now in the process of scheduling a call with TE Connectivity to discuss our requests. The company’s investor relations contacts also confirmed that its Corporate Responsibility team plans to announce progress against its goals in May 2024.
If the forthcoming call and/or announcement on progress do not include a commitment to a NZC 2050 target or credible plans towards making such a commitment, we may escalate further, for example by filing a shareholder resolution in the 2025 proxy season.
1 Target companies are heavy users of fossil fuels beyond those captured in the Climate Action 100+ list. WHEB has previously contributed to the CA100+ engagement initiative in our work with Daikin. More details are available in our 2022 case study: https://www.whebgroup.com/daikin-ca100-engagement-case-study
CSL
Objective:
- Understand ethical implications around frequency of blood plasma collections.
- To improve the donor experience, especially in terms of non-financial value add.
Background:
WHEB has been engaged in ongoing dialogue with CSL on the ethical implications of blood plasma donation, known as plasmapheresis, since 2017.
As investors, we regard CSL very highly. We appreciate that blood plasma products are lifesaving, while the vaccines developed by the company play a critical role in preventing illness. We are also mindful that paid for donations are essential for ensuring global supplies, but often questioned in the media, making the conversation both complex and nuanced.
Since the COVID-19 pandemic we have also been aware of increased competition for donors, placing pressure on margins and making improved donor experience more important than ever.
Actions:
In Q3 2022, WHEB was contacted by an Australian investor with questions concerning the frequency with which CSL enables people to give blood plasma, known as plasmapheresis, and about the ethical implications of doing so.
Given our history engaging CSL on this topic, we were able to share some initial context. For example, CSL’s franchise critically relies on the long-term safety of donors. Also, plasmapheresis, in which only proteins are lost, enables more frequent donation than when giving whole blood, which requires replacement of blood and plasma.
Considering the increased complexity of the issue and pressure on margins in light of the COVID-19 pandemic, we undertook further research both independently and by speaking to CSL. Initially we exchanged emails with CSL’s Investor Relations team in which donor screening protocols, benefits (financial and non-financial) and donation frequency were discussed.
These exchanges reaffirmed our confidence in CSL’s focus on product, and therefore donor, safety, though we also emphasised our desire for evidence of consideration of non-financial value-add for donors. We suggested that this could be, for example, through comprehensive wellbeing assessments that are easily shared with healthcare providers.
Outcome/Investor Contribution:
M3 - Company develops or commits to developing an appropriate policy or strategy to manage the issue
Dialogue developed into a lengthy call with the company’s CSL’s investor relations team and an internal plasma expert in Q3 2022. Ultimately, since the pandemic, a significant (c.20%) increase in donor competition has inflated the market donation rate leading CSL to implement other measures such as:
- Adoption of the RIKA plasma donation system, which provides improved comfort in the donation process.
- Investment into an App aimed at reductions in donation time reducing potential adverse effects to donation.
CSL’s has also undertaken research with the Plasma Protein Therapeutics Association which has helped conclude US donation frequency does not adversely impact health.
Although not a treatment organization, CSL’s business model inherently looks to reduce referral rates. On this basis, it is looking at how to support donor treatment access, which then enables donation, without becoming a treatment organization itself.
Smurfit Kappa
Objective:
To convince the company to help regenerate biodiversity as an opportunity for the business rather than focus primarily on limiting negative impacts as part of compliance.
Background:
As a manufacturer and wholesaler of recycled cardboard, we note Smurfit Kappa’s high-level of awareness of biodiversity through its forest certification work. However, in order to bolster its sustainability leadership claims, our objective is for the company to seize the associated innovation opportunity rather than focus only on the compliance aspect.
In late 2021, we briefly discussed this with the company’s Chief Sustainability Officer and they acknowledged the opportunity, mentioning their partnership with WWF for Colombian forest management1. We requested more detail on progress but at the time, focus shifted away from the topic.
Actions:
After a previous unsuccessful attempt to initiate a collaboration, we took the opportunity to support a Biodiversity Campaign arranged through our involvement in Shareholders for Change2 network.
WHEB has since contributed to the letter sent to Smurfit Kappa as part of this campaign.
Outcomes:
M3 - Company develops or commits to developing an appropriate policy or strategy to manage the issue
The company responded, highlighting ongoing biodiversity management efforts, including double materiality assessments and related KPIs tied to compensation and funding costs. Importantly, the company has a focus not just on how to limit negative impacts on biodiversity from their operations, but as importantly, on what the company can do to regenerate biodiversity and whether efforts to date have been successful. Latest updates are available in the company’s 2022 Sustainability report3.
Xylem
Objective:
Improve gender diversity within company leadership.
Background:
WHEB has been using our voting rights and engaging management in dialogue to encourage Xylem to improve its board-level gender diversity since 2019.
In a 2020 call, Xylem highlighted a range of 2025 sustainability goals it had set, one of which was based around gender parity in leadership. Xylem planned to implement measures to increase diversity in the talent pipeline to achieve this, focusing particularly on traditionally more difficult areas such as engineering and technology.
We continued discussing gender and reproductive rights in 20221 but expressed our concerns that gender goals had been pushed out without details of revised timelines. Xylem explained its female leaders had been disproportionately affected by COVID-19, so had chosen to redevelop policies and processes and after this would publish a revised goal.
Actions:
In a recent research trip to the US2, we met with Xylem to discuss the company’s water-saving technologies, carbon emission targets and diversity within the leadership team. Specifically, we asked about 2025 gender and minority leadership targets and emphasized the importance of flexible working arrangements for parents to enable improved gender diversity.
Outcome/Investor Contribution:
M3 - Company develops or commits to developing an appropriate policy or strategy to manage the issue.
Disappointingly, Xylem will likely miss its 2025 target for 35% female representation in leadership. Currently this figure sits at 25% and will be lowered further following the company's acquisition of Evoqua Water Technologies.
That being said, gender balance is now more equal at entry and mid-management level, ensuring a good female talent pipeline. It's our view that Xylem is genuinely trying to think creatively about reaching their target. For example, since setting targets in 2019, it has focused on enabling internal moves to even out diversity amongst teams, looking for talent from ancillary industries and implementing leadership programmes with strong female representation.
Still, there remains the hurdle of moving women into senior roles. We pushed on this point during the discussion to which the company responded that it has strengthened parental leave policies. We believe these measures, which include eight weeks of paid leave for all new parents and flexible working and time off, are progressive for a US company and hope they are sufficient to meet objectives.
We will continue to support the company in updating its original 2025 target and look forward to hearing about further developments in their strategies . In the meantime, we commend Xylem for its work to improve other measures of diversity and were pleased to hear it is on track to meet its target to reach 25% minority representation in leadership by 2025 as this figure currently sits at 21%.
1 https://www.whebgroup.com/vestas-xylem
2 https://www.whebgroup.com/our-thoughts/a-walk-down-water-street-highlights-from-our-recent-us-research-trip
Vestas
Objective
For Vestas to mitigate negative impacts and maximise positive impacts of their activities on biodiversity.
Background
Despite the strong interdependence between climate change and biodiversity, global energy systems are being decarbonised, often to the detriment of habitats that support wildlife. A renewable energy transition that both avoids harm and contributes to the regeneration of biodiversity is therefore essential and requires help from those involved in all stages of planning and implementation.
In early 2022, having previously identified Vestas as having an elevated level of exposure to potential biodiversity impacts (both positive and negative), WHEB tried to initiate a discussion with the company around its approach to managing biodiversity. However, the company procrastinated in revealing any information and later indicated that managing biodiversity impacts was not currently a priority. We grew concerned that Vestas had no real plan to address biodiversity and identified this as a candidate for escalation.
Actions
We initiated a collaborative engagement initiative with a like-minded client in early 2023 which then expanded to include other investors that agreed with us that Vestas needed to demonstrate a greater sense of urgency on managing biodiversity impacts.
Together, we wrote a letter, addressed to the CEO, calling on the company to support nature conservation and biodiversity in the transition to renewable energy. The letter also outlined our belief that it is critical that Vestas develops and articulates a clear position on biodiversity and that it publishes its approach to mitigating negative impacts and maximising positive biodiversity impacts.
Outcome
Milestone 3 – Company develops or commits to developing an appropriate policy or strategy to manage the issue.
Vestas’ IR responded in quite some detail, for example, disclosing their use of bird and bat protection systems, environmental impact assessments and instruction of specialist consultants to aid with the development of the biodiversity strategy. Overall, we are pleased to see so full a response on the issue and, having seen the letter, are now deciding next steps with our collaborators. This will likely constitute agreeing on further questions that have arisen and points for further encouragement. We will report any further progress in due course.