What are engaged sustainable investors doing about gender inequalities this year?
Shareholder engagement is an important tool used to address gender inequalities. At this time, we have identified only one shareholder proposal submitted in Canada this year (2016) on the issue of gender inequalities. The Meritas Jantzi Social Index Fund has filed a shareholder resolution with Restaurant Brands International Inc. (RBI) (the new company name for the merger of Burger King and Tim Hortons), asking the company to adopt a board diversity policy. This is their proposal:
Gender diversity is a critical attribute of a well-functioning board and a measure of sound corporate governance. Competing in a global marketplace requires companies to promote and select individuals for leadership positions who will bring diverse perspectives to the decision-making process. Research has demonstrated that companies that have women on the Board of Directors have outperformed their peers that do not.
Recognizing the benefits of gender diversity on corporate boards the Ontario Securities Commission recently made amendments to National Instrument 58-101. These amendments follow a “comply or explain” model and require issuers to make disclosures regarding the number of women on the board and in executive officer positions.
Prior to merging with Burger King to become RBI, Tim Hortons had three women on its twelve-person Board. Post-merger, RBI has no women on its Board of Directors. Furthermore, in its 2015 Management Information Circular RBI notes that it does not have a formal written policy relating to the identification and nomination of women directors nor does it have a formal written diversity policy.
Many of its competitors such as McDonalds, Starbucks, Dunkin’ Brands and Wendy’s have at least two women directors on their boards. As long-term shareholders, we believe that Restaurant Brands International (RBI) will benefit from expanding its recruitment pool and promoting a more diverse board.
RBI has said that “although we do not have a formal, written policy relating to the identification and nomination of women directors or a formal, written diversity policy, the NCG Committee seeks a diverse group of director candidates, including diversity with respect to age, gender and ethnic background.” However RBI’s current Nominating and Corporate Governance Committee consists entirely of members of Burger King’s former board of directors. Before becoming RBI, Burger King, which was previously controlled by 3G Capital, had no women on its board of directors either. We therefore believe that the Board needs to adopt a more formal and systematic approach to improving diversity in its ranks.
Shareholders request that the Board of Directors:
- Adopt and publish a formal, written Board diversity policy by December 2016; and
- Provide to shareholders a report by December 2016, at reasonable cost and omitting proprietary information, which outlines the Board’s plans, timelines, process and activities for increasing gender diversity on the Board of Directors and amongst senior management. We propose that the requested report should also address the number of women in the candidate pool for the most recent recruiting period. (Source : SHARE, http://www.share.ca/shareholderdb/proposal/adoption-of-board-diversity-policy/2424 ).
What can you do?
Voting makes a difference. If you own shares in a mutual fund, votes for the stocks in those funds are cast by the investment manager. Mutual fund companies publish their voting guidelines, or minimally, their voting records on their websites. As an informed investor, it makes sense to consider mutual fund voting guidelines and records when making investment decisions.
If you hold the Meritas Jantzi Social Index Fund, it’s taken care of. If you hold other responsible investment funds that hold RBI stock, they likely will vote in favour of this resolution, but take the time to check their proxy voting policy on the issue (here is an example of policy on this issue : NEI Funds Proxy Voting Policy), or ask the fund company directly. If you hold other funds, you can ask the fund company for their voting records, as they may not be easy to find on your own.
If you own shares in a broker-managed account, you have most likely given up your voting rights to your broker. And in almost every case, brokers vote for management, supporting the status quo, on all your shares. You can contact your broker and let her/him know that you want to vote your own shares in your managed account going forward.
What impact might your voting have ?
In the past, a number of similar resolutions have been submitted by responsible shareholders, and some with positive results. A 2014 study on the issue found that during the study period (2010 – 2013) a total of 16 shareholder proposals were submitted to 15 Canadian listed companies on gender equity in board representation. For all 16 proposals, the targeted company boards recommended that shareholders vote against the proposal for greater female representation on the board. All of the proposals were rejected with an average of 92.7% of votes against the proposals.
Nonetheless, among those 15 companies there were nine that did end up by increasing the number of women on their board between 2010 and 2013. These companies included : Alimenmation Couche-Tard inc, BMO, Scotia Bank, Banque Laurentienne du Canada, RBC, Bombardier, Power Corporation, Financière Manuvie, et Québecor Inc..
Source : «Représentation des femmes au sein des conseils d’administration des societies ciblées par la Table des partenaires influents : Bilan 2014» Jean Bédard and Sophie Brière, Laval University, Research Chair on Corporate Governance, Table 4, p. 17