Ginny Cleaveland, Deputy Press Secretary, Fossil-Free Finance, Sierra Club, ginny.cleaveland@sierraclub.org, 415-508-8498 (Pacific Time)
Each April and May, Wall Street banks and insurance companies host annual general meetings (AGMs).
Shareholder season is the time of year when investors vote on corporate directors and critical climate proposals at major corporations, such as banks and insurance companies. There is a rising global trend of shareholder resolutions for Indigenous Free, Prior, and Informed Consent (FPIC) and climate action related to phasing out fossil fuels and setting emissions reduction goals.
The new IPCC report recently released underscored that we cannot afford any fossil fuel expansion. Yet despite net-zero commitments and public rhetoric, big banks like Royal Bank of Canada (RBC), JPMorgan Chase, and Citi continue to finance fossil fuel expansion, including bankrolling dangerous projects that ignore Indigenous sovereignty and move the banks further away from their own net-zero climate commitments.
In the fight for a livable planet, these are some of the most important elections that most people have probably never heard of. And while not everyone gets to vote, shareholder advocacy groups like the Sierra Club's Fossil-Free Finance campaign and Stop the Money Pipeline's Shareholder Showdown coalition make sure that big investors, such as our state and city pension plans, and major asset managers like BlackRock, are voting for climate action this shareholder season.
Shareholder resolutions at US & Canadian banks
1. Phase-out policy for fossil fuel expansion
RESOLVED: Shareholders request that the Board of Directors adopt a policy for a time-bound phase-out of [bank’s] lending and underwriting to projects and companies engaging in new fossil fuel exploration and development.
Why it matters:
- According to scientific consensus, limiting warming to 1.5°C means that the world cannot develop new oil and gas fields or coal mines beyond those already committed by 2021
- Existing fossil fuel supplies are sufficient to satisfy global energy needs
- Banks seeking to align with the goals of the Paris Agreement must align policies with scientific consensus. Failure to do so exposes banks to several material risks including the risk of regulation, scrutiny for greenwashing, competitive disadvantage, and reputational harm
- Banks are using the cover of energy security and energy transition as a reason to keep funding the fossil fuel sector’s business-as-usual approach to expansion.
- Guardrails are necessary to ensure that banks’ provisioning of transition financing is actually helping clients transition, and not greenwashing business-as-usual activities.
Filed by Stand.earth at Royal Bank of Canada (RBC).
Filed by Sierra Club Foundation, Harrington Investments, and Trillium Asset Management at Bank of America, Citi, Goldman Sachs, JPMorgan Chase, Morgan Stanley, and Wells Fargo.
2. Disclose 2030 Transition Plan
RESOLUTION: Shareholders request that [the bank] issue a report disclosing a transition plan that describes how it intends to align its financing activities with its 2030 sectoral greenhouse gas emissions reduction targets, including the specific measures and policies to be implemented, the reductions to be achieved by such measures and policies, and timelines for implementation and associated emission reductions.
Why it matters:
- All banks where this resolution was filed are members of the Net Zero Banking Alliance and have each issued interim 2030 net-zero sectoral targets
- Without a comprehensive transition plan, investors and other stakeholders are left in the dark about how banks plan to achieve their 2030 targets or whether they will meet their goals
- An effective transition plan creates bank accountability by describing the affirmative strategies, indicators, milestones, metrics, and timelines necessary to deliver on its decarbonization targets and ensure investors that the bank is fully accountable for the risks associated with its financing of high-carbon activities.
Filed by As You Sow at Bank of America, Goldman Sachs, JP Morgan Chase, Morgan Stanley, and Wells Fargo.
Filed by Investors for Paris Compliance and Vancity Investment Management at Toronto Dominion (TD).
3. Absolute Emissions Targets
RESOLUTION: Shareholders request [bank] issue a report within a year, at reasonable expense and excluding confidential information, that discloses 2030 absolute greenhouse gas emissions reduction targets for the Company's energy sector lending and underwriting, aligned with the Paris Agreement’s goal to limit warming to 1.5 degrees Celsius. These targets should be in addition to any emission intensity targets for the energy sector that the company has or will set and be aligned with a science-based net zero pathway.
Why it matters:
- Intensity targets only measure the reduction in emissions per unit or dollar. If production increases, total emissions can still increase, even if emissions intensity decreases. Absolute targets aligned with a 1.5C scenario will help steer real-world emissions down among a bank’s portfolio.
- Emissions from the oil and gas industry are responsible for over 40% of global GHG emissions and are significant to a bank’s climate-risk mitigation. Only absolute emissions targets will adequately address this major source of carbon pollution in a manner aligned with the Paris agreement.
- The resolutions filed at Goldman Sachs, JPMorgan, and Royal Bank of Canada also call on the banks to set absolute emission reduction targets for utility sector clients.
Filed by New York City at Bank of America, JPMorgan Chase, Goldman Sachs, and Royal Bank of Canada (RBC).
4. Indigenous Free, Prior, and Informed Consent (FPIC)
RESOLUTION AT RBC: RBC shall revise its Human Rights Position Statement to reflect that in taking action to mitigate adverse human rights impacts directly linked to its business relationships with clients (as outlined in the UNGPs), [bank] will inform itself as to whether and how clients have operationalized FPIC of Indigenous peoples affected by such business relationships.
RESOLUTION AT CITI: Shareholders request the Board of Directors provide a report to shareholders, at reasonable cost and omitting proprietary and confidential information, outlining the effectiveness of Citigroup’s policies, practices, and performance indicators in respecting internationally-recognized human rights standards for Indigenous Peoples’ rights in its existing and proposed general corporate and project financing (received 34% support in 2022).
Why it matters:
- FPIC violation-related risks are prevalent for banks that finance the buildout of fossil fuel infrastructure, which leads to operational, legal, financial, compliance and reputational risks for banks.
- Banks must ensure clients are undertaking proper due diligence around human and Indigenous rights in undertaking new projects. Failure to do so can result in project delays, credit risk, and reputational damage associated with ESG controversy. For example, the Dakota Access Pipeline, Coastal Gaslink Pipeline, or Line 3 Pipeline.
Filed by Investor Advocates for Social Justice (IASJ) at Citi.
Filed by the Union of BC Indian Chiefs (UBCIC) at Royal Bank of Canada (RBC).
5. Director Votes
RESOLUTION: Shareholders are encouraged to vote against bank directors responsible for oversight of climate risks at institutions that have failed to align targets and lending and underwriting policies with credible 1.5C low/no overshoot scenarios.
Why it matters:
- Directors are responsible for steering a company's strategic direction, including overseeing and helping set the company’s climate goals. Where banks have failed to take steps necessary to shield them adequately from climate-related risks, there is warranted skepticism about whether existing directors are either willing or able to steer the bank to its net-zero goals.
- Ignoring material climate risk breaches a director’s fiduciary duty to their company and exposes investors’ portfolios to losses.
- Investors have the power to replace board members who are not capable of leading the bank through the transition.
Votes against directors responsible for climate risk oversight are encouraged at the following US banks: Bank of America, Goldman Sachs, JPMorgan Chase, Morgan Stanley, and Wells Fargo.
Shareholder resolutions at insurance companies
1. Insurance Company Policy to Phase out Underwriting of Fossil Fuel Expansion
RESOLUTION: Shareholders request that the Board of Directors adopt and disclose a policy for the time bound phase out of [Company’s] underwriting risks associated with new fossil fuel exploration and development projects, aligned with the IPCC’s recommendation to limit global temperature rise to 1.5oC.
Why it matters:
- In 2021, the International Energy Agency published a roadmap to achieving net zero emissions by 2050, giving the world an even chance of keeping global warming to within 1.5°C. The necessary emissions reductions mean that no new oil, gas, or coal projects can be developed beyond those already approved as of 2021.
- New fossil fuel development is not possible without insurance coverage.
- Insurers cannot continue underwriting new fossil fuel exploration and development and claim to be committed either to limiting warming to 1.5 ̊C or to achieving net zero emissions. Adopting specific policies to align an insurer’s underwriting portfolio with science-based pathways is the best way to limit exposure to a range of climate risks.
Filed by Green Century Funds at The Hartford and Travelers.
2. Insurance Company Proposal on Portfolio Alignment with 1.5C
RESOLVED: Shareholders request that the Board of Directors publish a report, describing how human rights risks and impacts are evaluated and incorporated in the underwriting process. The report should be prepared at reasonable cost and omit proprietary information.
Why it matters:
- This proposal addresses the need for clear medium and longer-term emissions reduction goals across the companies’ underwriting and investments. Insurance sector investments in the fossil fuel industry total in the hundreds of billions of dollars and are another significant point of exposure to climate risks.
Filed by As You Sow at Berkshire Hathaway, Chubb, and Travelers.
3. Insurance Company Proposal Evaluating Human Rights Risks & Impacts
RESOLVED: Shareholders request that the Board of Directors publish a report, describing how human rights risks and impacts are evaluated and incorporated in the underwriting process. The report should be prepared at reasonable cost and omit proprietary information.
Why it matters:
- While Chubb provides some information on its evaluation of environmental risks in underwriting, the insurer has not disclosed a framework for evaluating human rights risks, in particular around the rights of Indigenous Peoples, in its underwriting portfolio.
- This may expose Chubb to mispricing of coverage or failing to identify potential social and human rights risks associated with its business activities.
- Proponents argue that issuing a report on the human rights considerations in Chubb’s underwriting process is a key step to understanding and mitigating these risks.
Filed by Domini Impact Investments at Chubb.
4. Insurance Company Proposal for Racial Equity Audit
RESOLVED: Shareholders urge the board of directors to oversee a third-party audit (within a reasonable time and cost, and consistent with the law) which assesses and produces recommendations for improving the racial impacts of its policies, practices, products, and services. Input from stakeholders, including civil rights organizations, employees, and customers, should be considered in determining the specific matters to be assessed. A report on the audit, prepared at reasonable cost and omitting confidential/proprietary information, should be published on the company’s website.
Why it matters:
- This proposal addresses the role and responsibility of Travelers in tackling racial injustice through its internal and external policies and practices, as well as products and services. It cites Travelers’ fossil fuel underwriting policies as an example of where the company is not currently addressing racial and environmental justice issues adequately. Specifically, it calls attention to Travelers’ failure to rule out insuring oil and gas development in the Arctic National Wildlife Refuge, which is opposed by the Gwich’in Steering Committee, due to the major human rights, ecosystem, and climate risks it poses.
- Proponents argue that Travelers’ efforts to address racial injustice must begin with identifying the adverse impacts of the insurer’s policies, practices, and actions, including its energy underwriting, as that informs a roadmap for mitigating and/or remedying harms.
Filed by Trillium at Travelers.
Annual meeting timeline
US & Canadian Banks
- April 5, 2023: Royal Bank of Canada AGM – Saskatoon, Saskatchewan, Canada
- April 20, 2023: TD Bank AGM – Toronto, Ontario, Canada
- April 25, 2023: Citi, Wells Fargo, and Bank of America AGMs – online
- April 26, 2023: Goldman Sachs AGM – Dallas, Texas, US
- May 16, 2023: JPMorgan Chase – online
- May 19, 2023: Morgan Stanley – online
Insurance companies
- April 12: Liberty Mutual
- May 10: AIG
- May 17: Chubb
- TBC: Likely May 16 for The Hartford and May 24 for Travelers
Defining success
Votes represent capital & power
Votes represent not just moral support for an issue - they represent capital and power. Votes in support of climate resolutions at Citi, Bank of America and Wells Fargo last year by major pension funds and mutual funds represent $65 billion. So 10% vote might not seem like a lot, it represents a huge amount of capital interested in seeing these changes take place at a bank.
Growth in resolutions on climate and human rights accountability
Momentum is building for shareholders resolutions across all companies on climate, human rights and workers rights. Last year, the number of shareholder votes on these issues jumped by a massive 60% from 2021 to around 300 separate votes.
This year, of the 540 resolutions filed by shareholders, roughly 25% of them focused on climate change. This represents a 12% increase from last year’s filings, indicating a continued growing trend in investor interest in improved climate disclosure and climate accountability at corporate issuers.
A system set up to fail
Bank shareholder meetings and votes must be seen in context for what they are: the biggest shareholders of the biggest banks are wealthy asset managers and...surprisingly...other banks. Since some of the banks' biggest shareholders are the asset management arms of other banks, it can be a challenge to get them to support these type of votes in their own industry. However, they should put their clients and shareholders first in acting to mitigate climate risks.
Media contacts
- For queries on the fossil fuel expansion resolution at RBC, contact Stand.earth at lindsay@stand.earth
- For queries on the fossil fuel resolutions at US banks, contact Sierra Club Foundation at fossilfreefinance@sierraclub.org or Trillium Asset Managers at kmonahan@trilliuminvest.com
- For queries on the emissions reduction resolutions at US and Canadian banks, contact New York City Comptroller’s Office at schaney@comptroller.nyc.gov
- For queries on the board of director voting engagement, contact Sierra Club at jessye.waxman@sierraclub.org
- For queries on the Indigenous rights resolution at Royal Bank of Canada, contact West Coast Environmental Law at ekung@wcel.org
- For queries on Citibank climate shareholder resolutions, contact The Sunrise Project at judith.crosbie@sunriseproject.org
- For queries on insurance company resolutions, contact Insure Our Future at kalin.jordan@sunriseproject.org
Additional resources
- Interfaith Center on Corporate Responsibility: Proxy Resolutions and Voting Guide (2023)
- As You Sow: Proxy Preview (2023)
- Climate Votes: Shareholder Actions to Address Climate Risk to Banks Exposed to High-emitting Sectors (2023)
- Sierra Club: The Most Important Climate Elections You’ve Never Heard Of (March 2023)
- National Observer: RBC should expect a shareholder showdown wherever it goes (March 2023)
- Stand.earth report: RBC fossil fuel expansion funding jumped 45% last year to US$10.8B: report (March 2023)
- Stop the Money Pipeline: Coalition of 240+ Organizations to Push for Yes Votes on Climate, Indigenous Rights Shareholder Resolutions at Financial Firms (March 2023)
- Interfaith Center on Corporate Responsibility (ICCR): Shareholders file multiple proposals at U.S. banks seeking climate-forward lending policies (January 2023)
- Sierra Club report: Analyzing US banks’ net-zero commitments (November 2022)
- Climate Votes: Shareholder votes at insurance companies, including a full investor brief (March 2023)
- Investors for Paris Compliance: Canadian Banks Net Zero Report Card (November 2022)
About the Sierra Club
The Sierra Club is America’s largest and most influential grassroots environmental organization, with millions of members and supporters. In addition to protecting every person's right to get outdoors and access the healing power of nature, the Sierra Club works to promote clean energy, safeguard the health of our communities, protect wildlife, and preserve our remaining wild places through grassroots activism, public education, lobbying, and legal action. For more information, visit www.sierraclub.org.