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The nail that sticks out: corporate social responsibility and shareholder proposals

Review of Accounting Studies (2022)Cite this article

Abstract

We investigate whether shareholders consider firms’ performance in corporate social responsibility (CSR) when submitting proxy proposals. We find that shareholders are more likely to propose governance changes when a firm has more CSR strengths and more CSR concerns. The results hold across popular proposal types, different sponsors, and different categories of CSR. We find similar results for social proposals. Although CSR strengths and concerns are not associated with the percentage of votes received in favor of a proposal, the higher likelihood of receiving shareholder proposals translates into a higher likelihood that at least one shareholder proposal receives majority support at the meeting. Our results suggest managers may avoid distinctively strong (and weak) CSR performance to reduce the costs of standing out.

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Fig. 1

Data Availability

All data used in the paper are publicly available.

Notes

  1. Companies publicize their corporate social responsibility (CSR) initiatives in their annual reports and on their websites. For Pepsico, see https://www.pepsico.com/sustainability/overview. For Kimberly-Clark, see https://www.kimberly-clark.com/en-us/esg.

  2. ExxonMobil climate change controversy (Wikipedia), Amazon's biggest, hardest-to-solve ESG issue may be its own workers (cnbc.com).

  3. We choose a linear probability model because of the well-known incidental variables problem in nonlinear models with fixed effects (Neyman and Scott 1948; Greene 2004). We also find robust results with logit regressions without fixed effects (Table 3, Panel C).

  4. MSCI also provides corporate governance ratings. To avoid any mechanical relationship between CSR and the likelihood of corporate governance proposals, we do not include governance ratings in our analysis.

  5. The average firm has a market cap of $6.4 billion, an ROA of 2.6%, a cash flow of 7.6% of the total assets, and a leverage of 21.4%.

  6. The figure is similar when we use three or four knots instead.

  7. The standard deviation of Strengths is 2.000, and the standard deviation of Concerns is 1.498 (see Table 1 Panel C). The change in the likelihood of receiving at least one governance proposal for a one standard deviation change in Strengths is 0.021*2.000 = 0.042. The change in the likelihood of receiving at least one governance proposal for a one standard deviation change in Concerns is 0.032*1.498 = 0.048.

  8. These results are available upon request.

  9. E-index includes four provisions that restrict shareholders’ ability to vote (i.e., staggered boards, limits to shareholder bylaw amendments, supermajority requirements for mergers, and supermajority requirements for charter amendments) and two antitakeover provisions (i.e., poison pills and golden parachutes) (Bebchuk et al. 2009).

  10. Another popular governance proposal is to allow shareholders to call for a special meeting. We do not examine this proposal type because it is difficult to ascertain which firms already have this provision in their charters.

  11. A shareholder proposal must gain the support of at least 3% of shareholders to appear in the proxy a second time, 6% for a third, and 10% thereafter.

  12. One standard deviation of relative strengths (concerns) is 1.960 (1.340). A change of this magnitude would increase the probability of a firm receiving at least one proposal by 1.960*0.007 = 0.0137 (1.340*0.027 = 0.0362).

  13. Unconditional probabilities of receiving at least one proposal of a certain type are tabulated at the bottom of Table 5.

  14. In untabulated results, we also distinguish between proposals made by institutional investors with or without a CSR focus. We consider an institutional investor to have a CSR focus if its website mentions an SRI/ESG criterion for portfolio selection. The results for both types of institutions resemble the ones reported in the paper for all institutional investors.

  15. For a one standard deviation change in CSR strength in community, diversity, and environment, the likelihood of a firm receiving at least one governance proposal is increased by 4%, 2.4%, and 2.3% respectively. For a one standard deviation change in CSR concerns in products, environment, and community, the likelihood of a firm receiving at least one governance proposal is increased by 3.8%, 3.3%, and 2.5% respectively.

  16. For AdjStrengths, this effect is calculated as 1.96*0.006 = 0.012 (1.2%). For AdjConcerns, it is calculated as 1.34*0.010 = 0.013 (1.3%).

  17. Flammer (2015) examines the value implications of CSR proposals that pass or fail by a small margin between 1997 and 2012 and reports that the adoption of close call CSR proposals leads to positive announcement returns and superior accounting performance.

  18. https://www.sec.gov/Archives/edgar/data/1652044/000130817919000205/lgoog2019_def14a.htm.

  19. https://www.ai-cio.com/news/nyc-comptroller-calls-cbs-alphabet-end-inequitable-practices/, https://www.information-age.com/hermes-eos-calls-on-alphabet-to-lead-responsible-ai-123483341/. Accessed on Sept 4, 2021.

References

  • Bach, L., and D. Metzger. 2019. How close are shareholder votes? Review of Financial Studies 32: 3183–3214.

    Article  Google Scholar 

  • Bansal, P., and M.R. DesJarine. 2014. Business sustainability: it is about time. Strategic Organization 12 (1): 70–78.

    Article  Google Scholar 

  • Barnett, M.L. 2007. Stakeholder influence capacity and the variability of financial returns to corporate social responsibility. Academy of Management Review 32: 794–816.

    Article  Google Scholar 

  • Barnett, M.L., and R.M. Salomon. 2012. Does it pay to be really good? Addressing the shape of the relationship between social and financial performance. Strategic Management Journal 33: 1304–1320.

    Article  Google Scholar 

  • Barnett, M.L., I. Henriques, and B. Husted. 2020. Beyond good intentions: designing CSR initiatives for greater social impact. Journal of Management 46: 937–964.

    Article  Google Scholar 

  • Bebchuk, L., A. Cohen, and A. Ferrell. 2009. What matters in corporate governance? Review of Financial Studies 22: 783–827.

    Article  Google Scholar 

  • Bénabou, R., and J. Tirole. 2010. Individual and corporate social responsibility. Economica 77: 1–19.

    Article  Google Scholar 

  • Borelli, T. 2017. Unilever and the failure of corporate social responsibility. Forbes 3/15: online.

  • Borghesi, R., J. Houston, and A. Naranjo. 2014. Corporate socially responsible investments: CEO altruism, reputation, and shareholder interests. Journal of Corporate Finance 26: 164–181.

    Article  Google Scholar 

  • Carleton, W., J. Nelson, and M. Weisbach. 1998. The influence of institutions on corporate governance through private negotiations: evidence from TIAA-CREF. Journal of Finance 53: 1335–1362.

    Article  Google Scholar 

  • Carroll, A.B. 1979. A three-dimensional conceptual model of corporate performance. Academy of Management Review 4: 497–505.

    Article  Google Scholar 

  • Cheng, I., H. Hong, and K. Shue. 2013. Do managers do good with other people’s money? National Bureau of Economic Research, No. w19432. https://www.nber.org/system/files/working_papers/w19432/w19432.pdf. Accessed 6 May 2021.

  • Copeland, J.R., D.F. Larcker, and B. Tayan. 2018. The big thumb on the scale: an overview of the proxy advisory industry, Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance No. CGRP-72. Available at SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3188174. Accessed 20 May 2022.

  • David, P., M. Bloom, and A.J. Hillman. 2007. Investor activism, managerial responsiveness, and corporate social performance. Strategic Management Journal 28: 91–100.

    Article  Google Scholar 

  • Del Guercio, D., and H. Tran. 2012. Institutional investor activism. In Socially responsible finance and investing: financial institutions, corporations, investors, and activists, ed. H.K. Baker and J. Nofsinger, 359–380. Hoboken: Wiley.

    Chapter  Google Scholar 

  • Denes, M., J. Karpoff, and V. McWilliams. 2017. Thirty years of shareholder activism: a survey of empirical research. Journal of Corporate Finance 44: 405–424.

    Article  Google Scholar 

  • DesJardine, M., and R. Durand. 2020. Disentangling the effects of hedge fund activism on firm financial and social performance. Strategic Management Journal 41: 1054–1082.

    Article  Google Scholar 

  • DesJardine, M., E. Marti, and R. Durand. 2021. Why activist hedge funds target socially responsible firms: the reaction costs of signaling corporate social responsibility. Academy of Management Journal 64: 851–872.

    Article  Google Scholar 

  • DeTienne, K.B., and L.W. Lewis. 2005. The pragmatic and ethical barriers to corporate social responsibility disclosure: the Nike case. Journal of Business Ethics 60: 359–376.

    Article  Google Scholar 

  • Dimitrov, V., and P. Jain. 2011. It’s showtime: do managers report better news before annual shareholder meetings? Journal of Accounting Research 49: 1193–1221.

    Article  Google Scholar 

  • Dimson, E., O. KarakaÅŸ, and X. Li. 2015. Active ownership. Review of Financial Studies 28: 3225–3268.

    Article  Google Scholar 

  • Ding, D., C. Ferreira, and U. Wongchoti. 2016. Does it pay to be different? Relative CSR and its impact on firm value. International Review of Financial Analysis 47: 86–98.

    Article  Google Scholar 

  • Dyck, A., K. Lins, L. Roth, and H. Wagner. 2019. Do institutional investors drive corporate social responsibility? International evidence. Journal of Financial Economics 131: 693–714.

    Article  Google Scholar 

  • Ertimur, Y., F. Ferri, and V. Muslu. 2011. Shareholder activism and CEO Pay. Review of Financial Studies 24: 535–592.

    Article  Google Scholar 

  • Ertimur, Y., F. Ferri, and S. Stubben. 2010. Board of directors’ responsiveness to shareholders: Evidence from shareholder proposals. Journal of Corporate Finance 16: 53–72.

    Article  Google Scholar 

  • Ferrell, A., H. Liang, and L. Renneboog. 2016. Socially responsible firms. Journal of Financial Economics 122: 585–606.

    Article  Google Scholar 

  • Flammer, C. 2015. Does corporate social responsibility lead to superior financial performance? A regression discontinuity approach. Management Science 61: 2549–2568.

    Article  Google Scholar 

  • Fombrun, C.J. 1996. Realizing value from the corporate image. Boston: Harvard Business School Press.

    Google Scholar 

  • Fombrun, C.J., N.A. Gardberg, and M. Barnett. 2000. Opportunity platforms and safety nets: corporate citizenship and reputational risk. Business and Society Review 105: 85–106.

    Article  Google Scholar 

  • Freeman, R.E. 1984. Strategic management: a stakeholder approach. Boston: Pitman Publishing Inc.

    Google Scholar 

  • Friedman, M. 1970. The social responsibility of business is to increase its profits. The New York Times Magazine, September 13, 1970.

  • Gao, F., L.L. Lisic, and I.X. Zhang. 2014. Commitment to social good and insider trading. Journal of Accounting and Economics 57: 149–175.

    Article  Google Scholar 

  • Gifford, E.J.M. 2010. Effective shareholder engagement: the factors that contribute to shareholder salience. Journal of Business Ethics 92: 79–97.

    Article  Google Scholar 

  • Godfrey, P., C. Merrill, and J. Hansen. 2009. The relationship between corporate social responsibility and shareholder value: an empirical test of the risk management hypothesis. Strategic Management Journal 30: 425–445.

    Article  Google Scholar 

  • Greene, W. 2004. The behavior of the maximum likelihood estimator of limited dependent variable models in the presence of fixed effects. The Econometrics Journal 7: 98–119.

    Article  Google Scholar 

  • Grewal J., C. Hauptmann, and G. Serafeim. 2017. Stock price synchronicity and material sustainability information. Harvard Business School Working Paper, No. 17-098. Available at http://nrs.harvard.edu/urn-3:HUL.InstRepos:33110114. Accessed 23 Feb 2018.

  • Grewal, J., C. Hauptmann, and G. Serafeim. 2021. Material sustainability information and stock price informativeness. Journal of Business Ethics 171: 513–544.

    Article  Google Scholar 

  • Hoepner, A., I. Oikonomou, Z. Sautner, L. Starks, and X. Zhou. 2021. ESG shareholder engagement and downside risk. European Corporate Governance Institute – Finance working paper, No 671/2020. Available at SSRN: https://ssrn.com/abstract=2874252. Accessed 8 Jan 2022.

  • Hoi, C., Q. Wu, and H. Zhang. 2013. Is corporate social responsibility (CSR) associated with tax avoidance? Evidence from irresponsible CSR activities. The Accounting Review 88: 2025–2059.

    Article  Google Scholar 

  • Hong, H., J.D. Kubik, and J.A. Scheinkman. 2012. Financial constraints on corporate goodness. Columbia University working paper. Available at http://econ.columbia.edu/files/econ/financial_constraints_on_corporate_goodness.pdf. Accessed 8 Jan 2022.

  • Jia, Y., X. Gao, and S. Julian. 2020. Do firms use corporate social responsibility to insure against stock price risk? Evidence from a natural experiment. Strategic Management Journal 41: 290–307.

    Article  Google Scholar 

  • Jones, T.M. 1995. Instrumental stakeholder theory: a synthesis of ethics and economics. Academy of Management Review 20: 404–437.

    Article  Google Scholar 

  • Jones, T.M. 1999. The institutional determinants of social responsibility. Journal of Business Ethics 20: 163–179.

    Article  Google Scholar 

  • Kastiel, K., and Y. Nili. 2021. The giant show of corporate gadflies. Southern California Law Review 94: 569–636.

    Google Scholar 

  • Kerber, R. and E.D. Marshall. 2020. Shareholder activists test JPMorgan’s Dimon on climate proposals. Yahoo! Finance, Feb. 2. https://finance.yahoo.com/news/shareholder-activists-test-jpmorgans-dimon-152237679.html. Accessed 15 Jul 2021.

  • Khan, M., G. Serafeim, and A. Yoon. 2016. Corporate sustainability: first evidence on materiality. The Accounting Review 91: 1697–1724.

    Article  Google Scholar 

  • Kim, Y., M.S. Park, and B. Wier. 2012. Is earnings quality associated with corporate social responsibility? The Accounting Review 87: 761–796.

    Article  Google Scholar 

  • Krüger, P. 2015. Corporate goodness and shareholder wealth. Journal of Financial Economics 115: 304–329.

    Article  Google Scholar 

  • Lanis, R., and G.A. Richardson. 2012. Corporate social responsibility and tax aggressiveness. Journal of Accounting and Public Policy 31: 86–108.

    Article  Google Scholar 

  • Larcker, D., and B. Tayan. 2016. Gadflies at the gate: why do individual investors sponsor shareholder resolutions? Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance, No. CGRP-59, Available at SSRN: https://ssrn.com/abstract=2821755. Accessed 8 Jan 2022.

  • Lee, M.P., and M. Lounsbury. 2011. Domesticating radical rant and rage: an exploration of the consequences of environmental shareholder resolutions on corporate environmental performance. Business & Society 50 (1): 155–188.

    Article  Google Scholar 

  • Lins, K.V., H. Servaes, and A. Tamayo. 2017. Social capital, trust, and firm performance: The value of corporate social responsibility during the Financial Crisis. Journal of Finance 72: 1785–1824.

    Article  Google Scholar 

  • Lys, T., J. Naughton, and C. Wang. 2015. Signaling through corporate accountability reporting. Journal of Accounting and Economics 60: 56–72.

    Article  Google Scholar 

  • Margolis, J.D., and J.P. Walsh. 2003. Misery loves companies: rethinking social initiatives by business. Administrative Science Quarterly 48: 268–305.

    Article  Google Scholar 

  • Masulis, R.W., and S.W. Reza. 2015. Agency problems of corporate philanthropy. Review of Financial Studies 28: 592–636.

    Article  Google Scholar 

  • Matsusaka, J.G., O. Ozbas, and I. Yi. 2017. Why do managers fight shareholder proposals? Evidence from SEC no-action letter decisions. Stigler Center for the Study of the Economy and the State, Chicago Booth School of Business, New Working Paper Series No. 7. Accessed 21 Apr 2017.

  • McCahery, J., Z. Sautner, and L. Starks. 2016. Behind the scenes: the corporate governance preferences of institutional investors. Journal of Finance 71: 2905–2932.

    Article  Google Scholar 

  • McWilliams, A., and D. Siegel. 2000. Corporate social responsibility and financial performance: correlation or misspecification? Strategic Management Journal 21: 603–609.

    Article  Google Scholar 

  • Neyman, J., and E. Scott. 1948. Consistent estimates based on partially consistent observations. Econometrica 16: 1–32.

    Article  Google Scholar 

  • Phillips, R., E. Freeman, and A. Wicks. 2003. What stakeholder theory is not. Business Ethics Quarterly 13: 479–502.

    Article  Google Scholar 

  • Prevost, A., and P. Rao. 2000. Of what value are shareholder proposals sponsored by public pension funds? Journal of Business 73: 177–204.

    Article  Google Scholar 

  • Prevost, A., R.P. Rao, and M. Williams. 2012. Labor unions as shareholder activists: champions or detractors? Financial Review 47: 327–349.

    Article  Google Scholar 

  • Proffitt, W.T., and A. Spicer. 2006. Shaping the shareholder activism agenda: institutional investors and global social issues. Strategic Organization 4: 165–190.

    Article  Google Scholar 

  • Rehbein, K., S. Waddock, and S.B. Graves. 2004. Understanding shareholder activism: which corporations are targeted? Business & Society 43: 239–267.

    Article  Google Scholar 

  • Romano, R. 1993. Public pension fund activism in corporate governance reconsidered. Columbia Law Review 93: 795–853.

    Article  Google Scholar 

  • Sacconi, L., and G. Antoni. 2011. Social capital, corporate responsibility, economic behaviour and performance. New York: Palgrave MacMillan.

    Book  Google Scholar 

  • Servaes, H., and A.M. Tamayo. 2013. The impact of corporate social responsibility on firm value: the role of customer awareness. Management Science 59: 1045–1061.

    Article  Google Scholar 

  • Sharfman, B. 2021. The conflict between Blackrock’s shareholder activism and ERISA’s fiduciary duties. Case Western Reserve Law Review 71: 1241–1274.

    Google Scholar 

  • Smith, M. 1996. Shareholder activism by institutional investors: evidence from CalPERS. Journal of Finance 51: 227–252.

    Article  Google Scholar 

  • Strickland, D., K. Wiles, and M. Zenner. 1996. A requiem for the USA: is small shareholder monitoring effective? Journal of Financial Economics 40: 319–338.

    Article  Google Scholar 

  • Talner, L. 1983. The origins of shareholder activism. Washington, DC: Investor Responsibility Research Center.

    Google Scholar 

  • Tkac, P. 2006. One proxy at a time: Pursuing social change through shareholder proposals. Economic Review of the Federal Reserve Bank of Atlanta (3rd quarter), 1–20.

  • Turban, D.B., and D.W. Greening. 1997. Corporate social performance and organizational attractiveness to prospective employees. Academy of Management Journal 40: 658–672.

    Article  Google Scholar 

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Acknowledgements

We appreciate the constructive comments from Peter Easton (editor) and two anonymous reviewers. We also thank Renee Adams, Divya Anantharaman, Alex Edmans, Fabrizio Ferri, Samir Ghannam, Wei Jiang, Darius Palia, and seminar participants at Rutgers Business School-Newark and New Brunswick, Baruch University, Fordham University, Temple University, 2018 European Accounting Associations Conference in Milano, and 2019 Journal of Accounting, Auditing & Finance Conference in Santiago, Chile, for many helpful suggestions. Ankita Shinde and Zhiwei Xu provided excellent research assistance.

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  1. Rutgers Business School, Newark and New Brunswick, 1 Washington Park, Newark, NJ, 07102, USA

    Michael L. Barnett & Valentin Dimitrov

  2. Rutgers Business School, Newark and New Brunswick, 100 Rockafeller Road, Piscataway, NJ, 08854, USA

    Feng Gao

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Appendices

Appendix 1: Examples of shareholder governance proposals

Example 1 (sponsor unspecified):

SHAREHOLDER PROPOSAL

REPEAL CLASSIFIED BOARD

BE IT RESOLVED, that the stockholders of Spectrum Brands, Inc. request that the Board of Directors take the necessary steps to declassify the Board of Directors and establish annual election of directors, whereby directors would be elected annually and not by classes. This policy would take effect immediately, and be applicable to the re-election of any incumbent director who term, under the current classified system, subsequently expires.

SUPPORTING STATEMENT

We believe that the ability to elect directors is the single most important use of the shareholder franchise. Accordingly, directors should be accountable to shareholders on an annual basis. The election of directors by classes, for three-year terms, in our opinion, minimizes accountability and precludes the full exercise of the rights of shareholders to approve or disapprove annually the performance of a director of directors.

In addition, since only one-third of the Board of Directors is elected annually, we believe that classified boards could frustrate, to the detriment of long-term shareholder interest, the efforts of a bidder to acquire control or a challenger to engage successfully in a proxy contest.

We urge your support for the proposal to repeal the classified board and establish that all directors be elected annually.

Example 2 (an individual sponsor):

PROPOSAL 2 – CUMULATIVE VOTING

Nick Rossi, P.O. Box 249, Booville, CA 95415, claiming beneficial ownership of 500 shares of common stock, submitted this proposal.

RESOLVED. Cumulative Voting. Shareholders recommend that our Board adopt cumulative voting. Cumulative voting means that each shareholder may cast as many votes as equal to number of shares held, multiplied by the number of directors to be elected. A shareholder may cast all such cumulated votes for a single candidate or split votes between multiple candidates, as that shareholder sees fit. Under cumulative voting shareholders can withhold votes from certain nominees in order to cast multiple votes for others.

Cumulative voting won 54%-support at Aetna and 56%-support at Alaska Air in 2005. It also received 55%-support at GM in 2006. The Council of Institutional Investors www.cii.org has recommended adoption of this proposal topic. CalPERS has also recommended a yes-vote for proposals on this topic.

Cumulative voting encourages management to maximize shareholder value by making it easier for a would-be acquirer to gain board representation. Cumulative voting also allows a significant group of shareholders to elect a director of its choice – safeguarding minority shareholder interests and bringing independent perspectives to Board decisions. Most importantly cumulative voting encourages management to maximize shareholder value by making it easier for a would-be acquirer to gain board representation.

Please encourage our board to respond positively to this proposal.

Cumulative voting –

Yes on 2

Appendix 2

Table 11.

Table 11 Variable definitions
Full size table

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Barnett, M.L., Dimitrov, V. & Gao, F. The nail that sticks out: corporate social responsibility and shareholder proposals. Rev Account Stud (2022). https://doi.org/10.1007/s11142-022-09739-4

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