FIS Digital – June 2020

What to ask companies this AGM season

APG and CalSTRS are leading a collaboration with PRI that provides investors with ESG-related questions to ask investee companies about their responses to COVID-19.

The guidance aims to support investors in their stewardship efforts – in AGMs and in follow-up engagements – and build a collective response to the crisis.

A collaboration among the global investor community, to set expectations for portfolio companies and collectively work towards a sustainable recovery, could be extremely powerful and the guidance aims to bring the industry together.

It recommends that companies are asked questions around three main themes: business continuity for employers, suppliers and communities; employee health and wellbeing to ensure an engaged workforce; and alignment with long-term value creation.

“Every year, investors are presented with a unique opportunity to hold companies to account during AGM season. This year, however, companies are facing unprecedented levels of uncertainty against the backdrop of the COVID-19 pandemic,” PRI chief executive, Fiona Reynolds says.

” Shareholders have an important responsibility to hold companies to account, and to take advantage of their unique roles as agents of change in global markets.  We are seeing strong signals that investor resolve around responsible investment and ESG incorporation will continue to grow – and is more important now than ever before.

“PRI’s joint guidance provides shareholders with questions relating to COVID-19 and ESG to ask companies during AGMs. Responsible investors should feel empowered to ask these questions – however difficult – and use their voices to accelerate our progress towards a sustainable economy,” she says.

While not exhaustive, the recommended questions that investors explore with their investee companies are:

Business continuity – for employers, suppliers and communities


  1. What are the operational and financial plans to address the effects of COVID-19? Specifically, which business units are continuing to function, and what workforce and community challenges does your company continue to face?
  2. How does the company conform with the World Health Organization and/or federal/state guidelines on enterprise risk management and pandemic planning?
  3. How does the company work with other stakeholders – including unions, workers and the communities in which they operate – in designing and implementing its response to the crisis?

Supply chain management and human rights

  1. How does the company demonstrate responsible purchasing practices and active support of suppliers?
  2. How does the company advocate for social protection from host governments and contribute to emergency funds for vulnerable suppliers?
  3. How does the company ensure that support given to suppliers is used towards ensuring continued operations and strong human capital management?
  4. How does the company assess suppliers’ efforts to ensure health and safety, and payment of staff?

Communication with stakeholders

  1. Is the company communicating comprehensively with all stakeholders to instil confidence and trust over its approach to making its strategy and operations resilient, and how is it doing so?
  2. How is the company ensuring that a virtual/hybrid annual meeting preserves all of the rights and opportunities afforded to all shareholders at a physical meeting?

Employee health and wellbeing – to ensure an engaged workforce

Human capital management

  1. What measures have been implemented to support the social protection of workers, such as: access to health care, unemployment protection, furloughs, layoffs, changes in work schedules, emergency paid leave, sick benefits, family leave and care policies and income support through social assistance?
  2. Can staff anonymously and confidentially report ethical, company policy and health and safety breaches?

Safety and security of employees and customers

  1. What is the company doing to protect the health and well-being of its workforce and its customers?

Alignment with long-term value creation

Financial and strategic resiliency

  1. How does the company expect to adjust its operational and financial affairs to work through the COVID-19 crisis in a way that ensures long-term sustainability?
  2. What has the COVID-19 crisis’s impact been on the company’s liquidity, balance sheet resilience and revenue?
  3. How has the company taken a responsible approach towards capital allocation and executive compensation? How are such decisions linked to the company’s overall mission, strategy and business model?
  4. How has the board overseen, and responded to, emerging ESG risks or risks that have been exacerbated as a result of the crisis?
  5. Has the board identified any skill gaps among its members (as part of regular board evaluations or otherwise), and if so how will these be addressed?
  6. Have all board members been able to attend all emergency and regularly scheduled meetings? Have any members been unable to attend board sessions due to commitments on other companies’ boards?
  7. In companies where the position of Chair and CEO is combined:Has the attendance of board meetings been impacted by the dual Chair/CEO role? If yes: how, and how will this be addressed?

Financial alignment between the company and stakeholders

  1. Companies not in receipt of public funds:Can the company demonstrate that executive remuneration and capital allocation decisions reflect any financial or other losses incurred by shareholders and other stakeholders – such as employees and business partners?
  2. Companies that have received bailouts or stimulus funds:How does the company demonstrate that the funds received will be used to rebuild the long-term value – including ensuring strong environmental and human capital management – of the company, its supply chain and its contract workers? Will receiving such a bailout or stimulus package have an impact on executive compensation?
  3. How does the board ensure that the company’s tax policy preserves stakeholders’ trust in how the company operates, enhances its license to operate and aligns it with responsible tax practices? Can the board justify any involvement in low- or no-tax jurisdictions?

A sustainable, net-zero economy

  1. Longer term, how – as part of its approach to material ESG issues – will the company direct capital to construct a more robust and resilient long-term sustainable business model?
  2. How has the company continued to focus on the transition to a net-zero economy through the COVID-19 crisis?
  3. Has the company undertaken any direct or indirect lobbying on environmental and social policy issues since the beginning of the COVID-19 crisis? What governance processes are in place to ensure that lobbying activities are in line with both societal interests and the company’s publicly stated mission and strategy, including its ESG strategy?

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