Executives across Corporate America, from Silicon Valley to Wall Street, have begun to heed calls from investors to disclose more about their companies’ actions on climate change and work-force diversity. Warren Buffett isn’t among them.
Berkshire Hathaway, the US$630-billion conglomerate he runs, is opposing two shareholder proposals that ask its board to publish annual reports on how it is tackling environmental and diversity issues.
Berkshire’s shareholders are expected to follow his lead and reject those initiatives at the company’s annual meeting Saturday – the second online iteration of an event known as “Woodstock for capitalists.” But this may leave the 90-year-old Buffett, perhaps the world’s most admired investor, increasingly out of step with the times.
“We are not going to shy away from holding Berkshire accountable just because it’s run by Warren Buffett,” said Simiso Nzima, head of corporate governance at CalPERS, the giant California public pension fund that co-sponsored a climate disclosure proposal.
Through his assistant, Mr. Buffett declined to comment.
Broadly, there appears to be more discontent about Berkshire’s corporate governance now than in previous years. Institutional Shareholder Services, the influential shareholder adviser, recommended withholding votes for members of the board’s compensation committee over what it said was ineffective oversight of how pay is linked to performance. The high salaries of two top Berkshire executives, Ajit Jain and Gregory Abel, who are seen as potential successors to Mr. Buffett, were a particular concern.
But it is Berkshire’s rejection of demands to do more on climate and diversity that stands out. Environmental, social and governance principles, known as ESG, are increasingly prominent in the business world. BlackRock, the US$8-trillion investment giant, has urged companies in which it owns stakes to do more on climate and “sensitive social and political issues.” (It owns nearly 5 per cent of Berkshire. It declined to comment on its vote.)
“Now you have more funds focused on those ESG topics than 10 years ago, and more of Berkshire’s base is comprised of those kinds of funds than 10 years ago,” said Lawrence Cunningham, a professor of law at George Washington University and a Berkshire shareholder.
That helped spur the shareholder proposals that will face a vote at Berkshire’s meeting. One, by CalPERS and other investors, asks Berkshire to publish annual summaries of how it is responding to climate change. It is only the latest environmentally minded proposal that the company has faced over the past decade, but this year’s iteration is backed by big institutions instead of an individual shareholder.
“We as investors wanted to have access to that information,” Mr. Nzima said. “Warren Buffett is probably the best investor of our time. He’d probably say you need the information.”
The other proposal, by the shareholder advocacy group As You Sow on behalf of Handlery Hotels, calls on Berkshire to detail its diversity and inclusion efforts, arguing that more diverse work forces perform better.
Berkshire does not dispute the importance of either issue. In its proxy statement to shareholders, which recommends voting against the proposals, the company says it agrees about the importance of both climate change and a diverse and inclusive work force.
The argument against those proposals is tied to what the company calls its “unusually decentralized” business model. Although its various subsidiaries employ about 360,000 people around the world, Berkshire itself employs only about two dozen at its base in Omaha, Neb., with relatively lean resources to review the efforts of all its portfolio companies. Asking for standardized diversity data for all of its subsidiaries, for instance, would be “unreasonable,” it said.
“I think for a company this size, it’s an extraordinary ask,” Prof. Cunningham said.
Moreover, Mr. Buffett has long played up the independence of his subsidiaries’ chief executive officers, giving them wide berths so long as their companies perform well. “I don’t believe in imposing my political opinions on the activities of our businesses,” he said at Berkshire’s 2018 annual meeting.
For Berkshire, then, responsibility for action on climate and diversity lies largely with its operating companies. Berkshire Hathaway Energy “determined independently” to back the Paris climate accord and has invested heavily in renewable energy, the proxy statement said.
The shareholder proposals’ fates aren’t in doubt. Mr. Buffett controls about a third of Berkshire’s voting power and holds enormous sway over the company’s devoted retail investors. Previous efforts to force changes to Berkshire’s governance do not have a great track record: A 2014 proposal to encourage the company to pay a dividend, which was opposed by management, garnered support from less than 3 per cent of shareholders.
But even if the proposals fail on Saturday, Berkshire may still need to change. The Securities and Exchange Commission is weighing moves to require companies to provide more disclosure on ESG issues, particularly climate, calling them potentially material financial information.
It is not yet clear whether the esteem that Berkshire and Mr. Buffett enjoy will suffer from opposing these issues as more companies embrace them. “I don’t think at the moment there’s been a slip in the gold standard,” Prof. Cunningham said, “but if it’s not tended to, there might be.”
Mr. Nzima was more pessimistic. CalPERS plans to vote against re-electing directors on Berkshire’s audit and governance committees to protest its environmental policy. “I think it does chip away at the allure of Berkshire as the gold standard,” he said.
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