Photograph by Karen Bleier/AFP—Getty Images
By Eleanor Bloxham
December 9, 2015

In the run-up to the Paris climate talks, which continue through Dec. 11, energy giant ExxonMobil began to face some serious heat of its own.

The fossil fuel behemoth, which is No. 2 on the Fortune 500, has been under investigation by the New York attorney general over accusations that it misled investors on the risks of climate change to its business. Last month, the attorney general’s office subpoenaed documents following what Exxon media relations manager Alan Jeffers wrote me were “media reports that are inaccurate distortions of ExxonMobil’s nearly 40-year history of climate research.”

“We unequivocally reject allegations that ExxonMobil suppressed climate change research,” he said.

Exxon first began to disclose the business risks of climate change to investors in 2007, Jeffers told me. To be sure, investors had been filing shareholder proposals asking Exxon to provide such information for many years prior to that. In March 1998, one shareholder requested an independent board report on climate change risks. Exxon’s board recommended against the proposal, citing other information that the company provided.

Long history

ExxonMobil has had a long history of sparring with investors on various issues, including climate risks, governance, and executive compensation. Information requests by shareholders on Exxon’s political contributions, for example, go back at least as far as 1975, according to Exxon’s proxy statements.

The wrangling was exacerbated by former Exxon CEO Lee Raymond’s attitudes and outsized personality. In 2001, the Wall Street Journal described Raymond’s annual meeting behavior by saying he “belittled those [shareholders] who opposed his positions.” (Raymond is now lead independent director at JPMorgan Chase.)

Robert A.G. Monks, the corporate governance advocate who co-founded ValueEdge Advisors and has been involved with Exxon and its governance since the 1980s, has vivid memories of his dealings with Raymond.

In an email to me, Monks recounted a story from the early 1980s, when Monks was a director of the U.S. Synthetic Fuels Corporation. “We were visiting Exxon’s shale project in Parachute Creek, Colorado,” Monks wrote. “They had built a village [and] all of a sudden, they shut down the project. Cost must have been at least $1 billion, but none of this disturbed the compensation system for the principal executives.”

Such situations led Monks to suggest an innovative governance idea to Exxon in 1992: a shareholder committee to oversee the Exxon board.

At one Exxon annual meeting, Monks remembers asking Raymond “what he did that was 16-times more deserving of compensation than Lou Rawls,” Raymond’s predecessor. According to the New York Times, Raymond earned $144,783 a day during his tenure as Exxon’s CEO. A Forbes 2012 listing of the top ten severance packages over the last decade listed Raymond in spot No. 2, just behind General Electric’s Jack Welch. According to the listing, “the controversial former ExxonMobil CEO, who used his executive chair as a platform for espousing his disbelief in global warming, collected $321 million when he stepped down as CEO in 2005.”

After years of shareholder proposals requesting more information on climate risks, accompanied by board recommendations against them, in 2002, Monks and other investors commissioned their own study concerning the liabilities Exxon might incur due to climate change. The study estimated Exxon’s risk at “’more than $100 billion in long-term shareholder value’ through liability for environmental-related damages and litigation costs,” Pensions & Investments reported.

In a transcript Monks had prepared of the annual meeting two years later, Dale McCormick, the State Treasurer of Maine asked Raymond, “What provisions have you made on the financial statements for the damage [that] is caused by climate change and the potential liability there?” At this 2004 meeting, Raymond responded, “It’s neither likely nor could it be estimated.”

After many years making the trek to Exxon’s annual meeting, in 2008 Monks wrote a farewell letter to Exxon explaining why he would never attend again. “Exxon’s view is that the shareholder meeting is an utter waste of time which they are legally compelled to endure,” he wrote.

The answer has always been ‘no’

In response to continuing shareholder proposals for more information on climate risk or changes to compensation to address potential climate liabilities, Exxon’s board regularly cited previous investor votes as part of its “no” recommendation.

Shareholder proposals on climate change and renewable energy appeared on Exxon’s proxies in 1998, 1999, 2000, and later years. In 1999, Exxon’s board, in recommending a “no” vote, cited the 95% shareholder vote against the 1998 proposal. In 2000, a proposal sought to tie top executive compensation to social and environmental concerns—it cited “J.P. Morgan [the person, who] espoused the opinion that CEOs should not make more than 20 times the compensation of the average employee”—as well as to liabilities Exxon had for the Valdez spill and “nearly 200 violations of the Clean Air Act.”

The years 2001 and 2002 had similar proposals, and in their recommendation to vote against the proposal in 2002, the Exxon board reminded shareholders that “more than 90% of the votes cast by shareholders were AGAINST” in both 2000 and 2001.

Changes?

While there have been a handful of active shareholders, Main Street investors and those who represent them—such as mutual funds—have for the most part stood on the sidelines. Their inaction has handed Exxon its argument that what is in the shareholder proposals doesn’t matter to investors.

But that may be changing. Justin Jaffee, co-author of the book Uninvested with Robert A.G. Monks’ son Bobby, told me he’s working on a new investment vehicle that would provide average investors with more opportunities to participate in corporate governance.

For its part, the SEC issued a ruling at the end of November that could give individual investors more power to influence the way mutual funds vote on behalf of investors on climate change matters. The SEC ruled that mutual fund Franklin Resources could no longer exclude a proposal by investment manager Zevin Asset Management related to its voting practices. According to Reuters, that proposal would require Franklin to provide mutual fund investors with a report of any discrepancies between its stated policy of considering climate change in investment decisions and the way in which Franklin actually voted the shares under its management.

In a press release, Zevin said, “Given the severe threats of climate change to human societies and economies, Franklin’s clients may start to wonder if their investments are in good hands. We hope that other investment companies will now become more thorough and transparent in making decisions on climate related issues.” The release said that Zevin had placed a similar proposal on the proxy of T. Rowe Price.

As the heat rises, let’s hope there will be also be light.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://www.thevaluealliance.com), an independent board education and advisory firm she founded in 1999. She has been a regular contributor to Fortune since April 2010 and is the author of two books on corporate governance and valuation.

SPONSORED FINANCIAL CONTENT

You May Like

EDIT POST