A New Model For Corporate Governance…With Teeth!


Yesterday, Andrew Ross Sorkin of the NYT published a story on BlackRock CEO Larry Fink’s letter to major corporations in which he states, “Society is demanding that companies, both public and private, serve a social purpose…to prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society.”

It is welcome and long-overdue to have BlackRock adopt the language and join the ranks of thoughtful investors that use their power to press companies to adopt strong environmental, social, and governance (ESG) policies and practices. The shareholder advocacy community knows that these are simply better companies with better management and are therefore the companies to invest in for long-term value. This coalition (including my own organization, As You Sow) engages hundreds of companies in dialogue every year and escalates those issues to annual meeting votes when a negotiated settlement has not been reached.

In his letter to companies, Mr. Fink declares that this is “a new model for corporate governance.” But is it really? In fact, this is the same model active investors have been using for 40 years; but now with over $6 trillion in assets, the model has teeth! The big change came in May 2017 when BlackRock, Vanguard, and other giant institutional investors finally backed the coalition of shareholder advocates by voting YES on carbon asset risk resolutions filed at Exxon and Occidental. With their votes, the resolutions earned record-breaking 62% and 67% majorities. These mandates have deep impacts as they can lead to direct changes in company policy and action, or if the resolutions are ignored, to no-confidence votes against board members. BlackRock has long claimed to be (quietly) engaging in dialogue with thousands of the companies they hold; and some of these talks have led to change — but shareholders flexing their voting muscles? That is using the old model in the way it was designed.

Let’s not forget in April 2016, (when BlackRock had a meager $4.6 trillion in holdings) Gretchen Morgenstern’s article “BlackRock Wields its Big Stick Like a Wet Noodle, called on Mr. Fink to use BlackRock’s votes in exactly this way. A few months later he did, and yesterday’s letter sends a strong message to company boards and management to take the upcoming dialogues seriously or they may face repercussions at the ballot box.

It is also critically important, as Sorkin points out, “for the world’s largest investor to say it aloud — and declare that he plans to hold companies accountable…and if a company doesn’t engage with the community and have a sense of purpose it will ultimately lose the license to operate from key stakeholders.” Fink’s letter points out that, “companies must ask themselves: What role do we play in the community? How are we managing our impact on the environment? Are we working to create a diverse workforce? Are we adapting to technological change? Are we providing the retraining and opportunities that our employees and our business will need to adjust to an increasingly automated world? Are we using behavioral finance and other tools to prepare workers for retirement, so that they invest in a way that that will help them achieve their goals?”

All of these issues have been discussed and voted on for 40 years by shareholder advocates and corporate social responsibility (CSR) officers and staff. Some of these engagements have resulted in major overhauls of ESG issues rippling through global supply chains and others only incremental change. So the big question is: will the voting power of BlackRock, Vanguard, State Street, et al, finally be wielded in a consistent way, empowering shareholders to create deep transformation in corporate policies and practices that leads to the ultimate goal, a win-win for corporate profits and a just and sustainable world? It remains to be seen, as corporate trade associations attempt to use Congress and the SEC to take away these shareholder rights just as these long-held but underused powers are brought to bear in a significant way.


Andrew Behar is the CEO of Oakland-based Shareholder Advocacy non-profit, As You Sow, and author of, The Shareholder Action Guide: Unleash Your Hidden Powers to Hold Corporations Accountable. Every year As You Sow and partners Si2 and Proxy Impact publish the Proxy Preview, a guide to the upcoming shareholder advocacy season.