如何抵制对股东权利的侵害及其原因

A major assault on shareholder rights is underway.

在美国商会和美国石油协会、美国企业董事协会和美国保险协会等团体的领导下，大企业正在努力削弱投资者参与制定企业政策和做法的能力。

这些组织最近提交了一份请愿书（PDF格式）with the Securities and Exchange Commission asking the SEC to change the criteria for allowing shareholders to resubmit proxy resolutions on issues that received minority support in previous votes. In other words, while companies claim they want to communicate with shareholders, it's really a one-way street; they don't want to hear from shareholders when it comes to changing corporate policy.

15年来，美国商会和其他机构一直在敲响这一鼓，但鉴于最近在股东权利方面取得的胜利（例如，提名董事候选人的能力），这一明显受到威胁的大企业声音正试图压制股东的意见和建议，2013年，股东提交了800多份提案。

Big business doesn't want your vote

They're not alone. In late March, SEC Commissioner Daniel Gallagher recently made amajor speech在杜兰法学院附和了这些观点。纳斯达克法律总顾问爱德华奈特op-ed in the Wall Street Journalabout it last month. Delaware Judge Leo Strine wrote a lengthy piece challenging the frivolous resolutions filed by investors with no skin in the game.

The Chamber-led petition asks the SEC not only to increase the voting threshold for resolutions but to do a cost-benefit analysis of the present rule and also limit the number of resolutions that can appear on a company ballot.

Such proposals may加强股东的决心, but there are likely sympathetic ears among the SEC's Republican appointees. The petition, addressing Exclusion of Resubmitted Shareholder Proposals, 17 C.F.R. §240.14a-8(i)(12), states, "In the last several years, since Congress' mandatory requirement of 'say-on-pay' referenda, there has been a proliferation of repetitive submissions of non-economically-oriented proposals, often by investors with trivial stakes, that have been overwhelmingly rejected by the shareholders to whom these proposals are addressed."

很明显，一些公司根本不喜欢股东或代表公民利益的政府告诉他们该怎么做。请记住，股东投票通常不具有约束力，只有不到10%的提案获得多数票，如果管理层自愿接受改革，决议也就没有必要了——但剥夺股东权利的企图，简直有点威权主义的味道，违背了公司被公信力控制的精神。

Infantilizing shareholders

Raising the threshold of previous "yes" votes on an issue to warrant inclusion on a future ballot does not, as the Chamber petition states, poses "adverse consequences on shareholders." Shareholders deserve to be informed of social, environmental and governance issues surrounding their company, and they deserve theopportunity to help companiesbecome more ethical, just, responsible and sustainable.

重新提交投票给股东是对股东资源的浪费，或是“造成股东对具有经济意义的事项的理解和关注减弱”，或是“将管理层的注意力更好地分散在更具经济意义的事项上”，这种观点不仅是荒谬的夸大，而且居高临下，这完全是错误的。

A Sustainable Investments Institute study released last week, commissioned by the Investor Responsibility Research Center Institute, actually shows that companies are far exceeding the legal and regulatory requirements on social, environmental and governance issues. Not only are more than half (55.4 percent) of Standard & Poor 500 companies providing board-level oversight of social and environmental issues, but the Board Oversight of Sustainability Issues study（PDF格式）indicates that corporate boards quite clearly understand the connection between financial risks and opportunities of sustainable policies and practices and effective management and profitability.

Because it is in their financial interest to do so, these companies generally have stated standards and hire outside counsel, advisors and experts to guide adherence to them. The study also found a strong correlation between company size, as measured by revenue and net income, and the rate of board oversight of sustainability issues. Top quintile companies by revenue were more than three times more likely to have board oversight of environmental and/or social issues than those in the bottom quintile.

So we now know that most companies — including the largest ones in the nation — care enough about environmental, social and governance issues to monitor and oversee it at the board level. This means that it's core to the business model, and not immaterial to the financial bottom line as the Chamber-led SEC petition purports. The reason most ESG proposals fail is not because the proposals lack merit or are immaterial, it's because most shareholders either in principle vote with management, figuring they must know best, or don't vote at all.

但有时公司并不知道什么是最好的，纳税人和社会为这么多公司糟糕的ESG做法付出了高昂的代价。企业剥削赚钱的历史和现在的咒语都有很好的记录。问题是等are operating from an obsolete paradigm that views ESG issues as immaterial. They're simply wrong about that: Being a good corporate citizen is good for business.

行善有利于底线

这项研究清楚地支持了ESG在财务绩效中重要性的概念。2012年，德意志银行集团气候变化顾问分析了超过100项研究，并在“可持续投资：建立长期价值和业绩”中报告（PDF格式）在投资分析中纳入ESG数据“与证券层面的高风险调整回报率相关”

这些发现反映了2007年联合国对30项学术和行业研究的荟萃研究：“揭开负责任投资业绩的神秘面纱：对ESG因素的关键学术和经纪人研究的回顾”（PDF格式）由联合国环境规划署（UNEP）金融倡议和美世公司（Mercer）共同完成的研究发现，在他们所研究的90%的研究中，ESG与财务绩效之间存在中性或正相关关系。

Shareholder advocacy is simply not a burden on companies with the intent to foster a sense of social and environmental responsibility. Shareholders who propose changes along these lines have the best financial interests of the companies they own at heart. Corporations are chartered as a public trust. Violate this trust, and the company itself becomes the burden on society, and the harm must be stopped.

这些协会的公司成员应告知他们，削弱股东影响力的努力有悖于有效的管理和财务业绩。在一个民主国家，当狂热的自我利益与共同利益的价值观相抵触时，公民的声音总是胜过公司的声音。

金钱和voting image bycvm公司via Shutterstock