Investors letter to companies

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Sample Letter

To: <<Public Company CEO’                             August 2021

 

As members of the Thirty Percent Coalition (“the Coalition”) Institutional Investor Committee, representing approximately $7 trillion in assets under management, we are writing to you regarding the composition of <<Company>>’s board. We ask that you share this letter with the Chair of your board’s Nominating and Governance Committee.

The global pandemic and national reckoning on racial injustice over the last year have been a main impetus for escalating investor attention on diversity, equity, and inclusion. In numerous ways, these extraordinary times have exposed devastating, disproportionate health and economic circumstances faced by people of color and women1. Companies across the US are responding, in part, by adding more directors who enhance the gender, racial and ethnic diversity in the boardroom, yet significant deficiency persists2. This imbalance presents a substantial business risk—a voluminous body of research3 points to board diversity as an important indicator of good governance associated with better company performance and lower risk.

The Thirty Percent Coalition

The Coalition is a national organization working to achieve identifiable improvement in board composition. Our goal is for boardrooms across the US to increase their gender, racial, and ethnic diversity. Along with our national outreach, the Coalition also serves as an investor clearinghouse and alliance for regional initiatives such as the Midwest Investors Diversity Initiative, Northeast Investors’ Diversity Initiative and the California Investors group. Since 2012, the Coalition’s Institutional Investors Committee members have engaged with over 500 companies that have added one or more women to their boards of directors, many for the first time.

Our Requests

You may have received similar letters from the Thirty Percent Coalition in prior years, however, we believe it is important to again reach out to << Company>>. Because data on the race or ethnicity of directors is less accurate and accessible, we are currently only reaching out to companies we believe have little or no gender diversity on their boards, although we are equally committed to racial and ethnic diversity. Based on public data at the end of May 2021, it appears there are no women on <<Company>>’s board of directors. If this information is inaccurate, please accept our apologies and notify us of your diverse board composition, including people of color. Similarly, we are pleased to be apprised of, and commend, any recent appointments of women or people of color.

Companies seeking improvement in board diversity can demonstrate their commitment to investors and other stakeholders through good governance policies and leading practice nominating processes and disclosure.

We encourage <<Company>>to implement these leading practices if it has not already done so:

  • Recruitment and appointment of women and people of color to improve board composition, tying skill sets to the company’s long-term strategy;
  • Ensuring women and people of color are included in each board candidate pool, a practice building on the “Rooney Rule”44, memorialized in governance documents such as corporate governance principles and nominating and governance committee charters;
  • Incorporating a board matrix in the proxy statement that includes disclosure of gender, racial, or ethnic diversity of individual directors alongside skill-set, tenure, committee participation and other relevant data;
  • Committing to consider explicitly how to effectively enhance board diversity in regular board competency assessments;
  • Cast the net wider and ensure outreach networks utilized provide candidates that may provide additional skills needed for the board that may include academia, regulatory, and non-profit along with specific expertise such as human capital, cyber security, etc.; and
  • Disclosing plans to make progress on board diversity.

Growing Expectations and an Invitation

In the coming months, we expect investor calls for increased diversity on boards to accelerate. The recent approval by the Securities and Exchange Commission of Nasdaq’s proposal to have at least two diverse board members or explain why it does not is considered a positive first step for investors5. In addition, attention will also be driven by the growth of state legislation mandating progress and/or disclosure of board diversity metrics.

This outreach is intended to be collaborative and constructive. In that spirit, we would like to schedule a conversation with you and members of the nominating committee to better understand <<Company>>’s position, practices, and progress. To help facilitate our discussion and to prepare for the 2022 proxy season, we ask for a response by September 30, 2021. Please contact This email address is being protected from spambots. You need JavaScript enabled to view it., Executive Director of the Thirty Percent Coalition. As noted, this letter is sent on behalf of the Thirty Percent Coalition Institutional Investor Committee. Your response will be shared with them. We look forward to our discussion.
 

smmMary Hartman Morris
California State Teachers’ Retirement System
Co-Chair Institutional Investor Committee
Thirty Percent Coalition
stmTimothy Smith
Boston Trust Walden
Co-Chair Institutional Investor Committee
Thirty Percent Coalition

1https://www.cnbc.com/2021/06/10/racial-diversity-stagnated-on-corporate-boards-study-finds.html

3https://scholar.google.com/scholar?q=Diverse+boards+outperform+peers&hl=en&as_sdt=0&as_vis=1&oi=scholart

4Rooney Rule named after Dan Rooney, the former owner of the Pittsburgh Steelers and former chairman of the league’s diversity committee. The rule is based on a National Football League policy that requires league teams to interview ethnic-minority candidates.

2https://www-nytimes-com.cdn.ampproject.org/c/s/www.nytimes.com/2021/06/07/us/women-minorities-underrepresented-corporate-boardrooms.amp.html

5Statement on Nasdaq’s Diversity Proposals