Investors letter to companies

30PC LogoBase

August 2020

 

This is an extraordinary period where many of us are grappling with the COVID-19 pandemic and sociopolitical challenges related to racial injustice. The moral, economic, and business imperative of diversity and inclusion at the board level and beyond has never been greater. The business case for board diversity – inclusive of gender, race, and ethnicity – has been validated many times. Recognized research over the past several years points to a high correlation between company performance and a diverse board of directors.
As long-term institutional investors and members of the Thirty Percent Coalition (“the Coalition”), we are writing to you regarding the composition of <<Company>>’s board. We ask that you share this letter with your board Chair or Lead Director as well as the Chair of your board’s Nominating and Governance Committee.

The Thirty Percent Coalition

The Coalition is a national organization with members representing over $6 trillion in assets under management, working together to achieve measurable change. The goal is that the boardroom reflects the diverse gender, racial, and ethnic makeup of our society. Our mission is to advocate for corporate board diversity, promoting women and people of color.
Along with our national outreach, the Coalition serves as an alliance for regional initiatives such as the Midwest Investors (MIDI) and Northeast Investors (NIDI) Diversity Initiatives. Since 2012, the Coalition’s Institutional Investors, including asset owners, investment managers, and State Treasurers have collaboratively engaged with 400 companies that have added a woman to their board of directors, most for the first time.
Our advocacy includes racial and ethnic diversity, in addition to gender. However, there is a lack of available data on the racial and ethnic make-up of corporate boards. As such, we would like to bring the lack of gender diversity on your board to your attention. In addition, if your board is not racially or ethnically diverse, we encourage you to take steps to address this concern as well.
Based on public data as of the end of May 2020, it appears there are no women (or only 1 woman) on <<Company>>’s board of directors. Please notify us of the correct board composition if this information is inaccurate. If a woman has been appointed recently, we congratulate you. If not, we urge you to act to improve the gender diversity of your company’s board, along with the racial and ethnic considerations.

Our Requests

The Coalition is also encouraging companies to disclose board composition in their annual proxy statements. This disclosure would include gender, race and ethnicity as well as relevant director competencies. As shareholders, we find this information immensely valuable in assessing the long-term sustainable value of a company. Ideally, the board composition would be displayed in a matrix format.
We would also like to hear about plans and new processes you have in place to expand diversity and inclusiveness on your board. This would include updating your board governance policies to include explicit mention of gender, racial, and ethnic diversity as among considerations in the nominating process. We encourage a public commitment to include women and people of color in every candidate pool from which board nominees are chosen, a practice building on the “Rooney Rule” 1

Growing Expectations and an Invitation

In the coming months, investor calls for increased diversity on boards will continue to grow. Many major institutional investors have already incorporated diversity goals into their proxy voting on directors. They are implementing policies to vote against entire boards or Nominating and Corporate Governance Committees where gender or other types of diversity is inadequate. There is also a growing body of state legislation either mandating that companies appoint a woman or increase disclosure of the diversity of its board. The Coalition would be happy to share resources of our women’s and advocacy groups across the country – representing a significant group of accomplished candidates for board service.
One of the founding principles of the Coalition is collaboration. We would like to schedule a conversation with you and key members of your board to better understand the nominating and board evaluation processes. To help facilitate our discussion and to prepare for the 2021 proxy season, we ask that you answer by September 30, 2020.
To respond to our requests, please contact This email address is being protected from spambots. You need JavaScript enabled to view it., the Executive Director of the Thirty Percent Coalition. As noted, this letter is sent on behalf of the Thirty Percent Coalition Investors who asked to be listed herein (Appendix A). Your response will be shared with them. We look forward to working in partnership with you on board quality, composition and effectiveness.

 

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

1 Rooney 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. Request is for each company to commit to include women and people of color in every pool from which Board nominees are chosen and to state this in their Board Refreshment Policies and/or Nominating and Corporate Governance Charter.