The results of our dialogues are documented in a detailed report, updated each quarter. Quarterly reports facilitate communication with beneficiaries and other stakeholders, as well as PRI assessment exercises.
Shareholder engagement produces tangible outcomes. In addition to the specific and contextual information reported by our team, this commitment favours the evolution of the companies’ practices.
Alimentation Couche-Tard (“Couche-Tard”) is one of the largest convenience store companies in the world, owning and operating more than 16,000 stores in more than 25 countries and regions across the world with more than 130,000 employees. It is also considered Canada’s largest company in terms of revenue. In 2018, more than 70% of Couche-Tard’s total global revenues came from road transportation fuel sales and about 12% from tobacco products, their largest product category in merchandise revenues.
Couche-Tard’s four co-founders sit on the Board of Directors. Together, they have slightly less than a 25% stake in the company but own enough multi-voting Class A shares to have more than 65% of the voting rights. Attempts by the founders to remove a clause eliminating the company’s dual-class structure once the youngest of the founders turns 65 in 2021 have not succeeded.
Couche-Tard’s disclosure about its management of ESG issues had been insufficient to allow investors to understand and assess its approach to these matters. After more than two years of unanswered requests for dialogue, Æquo submitted a shareholder proposal on behalf of one of its clients, Batirente, as well as PGGM, a large Dutch pension fund manager, requesting that the company’s Board of Directors conduct an accountability exercise on its approach to business threats and opportunities related to environmental and social issues before the 2019 shareholder meeting.
Following the submission of our shareholder proposal, we were invited by representatives of Couche-Tard’s executive leadership and board to meet and learn more about their evolving position on our request. Although they could not vote in favor of our proposal, they did commit to developing a strategy to report on its sustainability initiatives by the 2019 shareholder meeting and improving its communications on their ESG initiatives and targets with shareholders.
As further demonstration of changing attitudes in the organisation, Couche-Tard accepted another shareholder proposal to adopt a “Say on Pay” advisory vote on executive compensation at the 2019 Annual General Meeting, enhancing transparency on compensation in line with modern governance policies.
TC Energy (formerly TransCanada Corporation) supplies transportation services to the oil and gas sector, with assets maintaining an expected useful life of several decades, and therefore depends on the long-term health of upstream producers. Assessing long-term risks and opportunities in relation to climate change and the current transition to a low-carbon economy is important for all players in the energy sector, and this can be done through an analysis of the resilience of their business models in various scenarios. While many oil and gas companies and power utilities have recently made their scenario analyses public, midstream and pipeline companies have yet to follow suit – despite the sensibilities around commenting on your client’s long-term viability.
Some of Æquo’s engagement team members had been leading a dialogue with TC Energy since 2012. The themes we engaged them on included community relations, ecological impact and energy transition. By 2017, we had begun to raise questions regarding its strategic approach to climate change and the energy transition. After seeing little movement to articulate a robust transition strategy, we decided to file a shareholder proposal for the company’s May 2018 annual shareholder meeting, working with some of the investors we represent. This proposal asked the company to perform a climate scenario analysis, encouraging the board and management to assess how the company can navigate the energy transition.
With the proposal, our objective had been to initially garner significant shareholder support to signal to TC Energy’s board the serious and material nature of disclosing climate change and transition-related strategic planning and analysis. However, after constructive meetings and adjusting the language of the resolution, we were delighted that the Board recommended shareholders to vote in favor of our proposal at the company’s annual meeting in Calgary on April 27th, 2018. Ultimately, the proposal was endorsed by the company’s Board of Directors, allowing for an exceptional approval result of 99.1%.
A board does not often recommend to vote in favour of a proposal submitted to the company by an outside shareholder. In our view, this indicated TC Energy’s willingness to increase the quality of disclosures regarding its management of climate risks. We also consider this project a success due to the nature and size of the global institutional investors who supported it and referred to it in their annual reports or in the media. This visibility has contributed the mainstreaming of the scenario analysis process within the Canadian oil and gas industry.