CERES and ICCR Urge Board Members to Voice their Dissent with NAM Lawsuit at the SEC
NEW YORK, NY, MONDAY, JULY 31, 2023 - Ceres and the Interfaith Center on Corporate Responsibility (ICCR) announced they sent letters to nearly 50 company board members of the National Association of Manufacturers (NAM) expressing profound concern with NAM’s intervention in the National Center for Public Policy Research’s (NCPPR’s) lawsuit against the Securities and Exchange Commission (SEC) which would eliminate the Commission’s long-time oversight of the shareholder proposal process.
The NCPPR/NAM lawsuit alleges that the SEC should have no role in determining whether shareholder resolutions should or should not be included in companies' proxy materials, arguing that the rule underpinning the SEC's authority is “unconstitutional".
Ceres and ICCR represent coalitions of institutional investors that often use the proxy process to highlight issues of critical concern to the long-term value of their portfolio companies. The organizations are concerned that NAM’s lawsuit could gut the shareholder proposal process, thereby removing a critical risk management tool, to the detriment of all long-term investors and corporate stakeholders.
Said Josh Zinner, ICCR’s CEO, “The lawsuit intentionally mischaracterizes and politicizes the purpose of shareholder engagement and the SEC’s role in governing the proxy process. Since the 1940s, investors have had the right to engage responsibly with the companies they own and their fellow shareholders on issues of long-term and material risk. These engagements serve to make companies more risk resilient over the long term, which enhances shareholder value. Given its role is to protect investor interests, it is only fitting that the SEC continues to oversee this process.”
The letter points to several examples where shareholder proposals led to meaningful corporate changes that helped mitigate risks—including systemic social and economic risks—to the benefit of all corporate stakeholders. Shareholder proposals have led to the wide-scale adoption of corporate governance norms related to human rights, executive compensation, and independent board oversight, among other key issues.
The letter also underscores that a significant number of NAM members, including those on the Board and Executive Committee, are active leaders in addressing issues like climate change, diversity, human rights, environmental pollution, and disclosure of sustainability information. In intervening in this lawsuit, NAM management may be operating without the full consent of its member companies, as this action contravenes the stated values of many NAM members.
“The right to file shareholder proposals is a key component of investors’ engagement with the companies they own,” said Steven Rothstein, managing director of the Ceres Accelerator for Sustainable Capital Markets. “Shareholder engagement has encouraged many companies to adopt governance policies that are now widely accepted as best practices. NAM’s intervention, in this case, is an attempt to disenfranchise investors, and we hope NAM member companies will reject this radical attack on their shareholders’ rights.”
About Ceres: Ceres is a nonprofit organization working with the most influential capital market leaders to solve the world’s greatest sustainability challenges. Through our powerful networks and global collaborations of investors, companies, and nonprofits, we drive action and inspire equitable market-based and policy solutions throughout the economy to build a just and sustainable future. For more information, visit ceres.org and follow @CeresNews.
About the Interfaith Center on Corporate Responsibility (ICCR): The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on Twitter and LinkedIn.