Spring is the season for cherry blossoms, the Cannes Film Festival and… general meetings of shareholders. For the giants of the CAC 40, these major meetings which confront top management with large investors and small shareholders are an opportunity to take stock of financial performance and strategy, to vote for or against executive salaries, the dividend or the appointment of directors. For three years, climate issues have been invited into the debate, but still very timidly. Inspired by the “say on pay” model, which invites shareholders to approve or disapprove of the compensation of bosses, the “say on climate” gather their opinion on the climate plans presented to them: quantified targets for the reduction of gas emissions at greenhouse effect by 2030 and 2050, levers for action to achieve this, associated investments… Not everything is decided on D-Day: the climate resolution is prepared well in advance, it is the result of discussions between the company and its most committed shareholders on these issues. With a result, for the moment, mixed…
This year, the question is much discussed at Engie. About fifteen investors, representing 1.5% of the capital, are putting pressure on the French energy giant, whose meeting is being held on April 26. The group finally agreed to put a point on its climate plan on the agenda and to communicate the list of information requested by these investors, who wish to judge the progress of the strategy. This pool of shareholders will also file a resolution for Engie’s articles of association to engrave this annual “say on climate” meeting in stone. To pass, two-thirds of the votes are required. The energy company, whose State holds more than a third of the voting rights and which has hardly expressed itself on the subject, calls for a vote against. The action is therefore unlikely to succeed.
Post-war case law
Can investors add their two cents to corporate climate policy? In principle, strategy is the responsibility of the boards of directors, not of the shareholders. Based on case law dating back to the post-war period, TotalEnergies refused last year to put a “dissident” climate resolution on the agenda. Nathalie Lhayani, president of the Responsible Investment Forum, sweeps away the argument: “Everything that relates to climate strategy, and more generally to the impact of a company on the environment and society, concerns the whole stakeholders, first and foremost investors A company that does not align with the Paris Agreement [NDLR : qui prévoit de limiter le réchauffement climatique mondial en dessous de 2°C par rapport à l’ère préindustrielle] exposes them to financial risk. They are therefore entitled to demand accountability for the climate strategy and its implementation”.
Involved in the dialogue with Engie, the management company Sycomore AM, alongside a Dutch NGO and other institutional investors, concocted a dissident climate resolution in view, this time, of the meeting of TotalEnergies, scheduled for 26 may. Sycomore hopes that this can be voted on.
Almost unanimous at Icade
Curious paradox: while the large groups are multiplying the announcements, more or less credible, on their green commitments, they do not scramble to explain themselves to their shareholders. In addition to Engie and TotalEnergies, only four of them have unveiled their draft climate resolution so far: Schneider Electric and three land companies, Icade, Klépierre and Covivio. Icade got the ball rolling on Friday 21 April with a very favorable reception, crowned with 98% of votes in favour. The group, controlled by the Caisse des dépôts, has undertaken to submit a “say on climate” every year. This year, it presented the results of its climate strategy, focused on reducing carbon intensity between 2019 and 2022, as well as its new commitments in terms of biodiversity. Here, no bronca of shareholders: “Real estate is a less divisive sector than energy”, recognizes Flore Jachimowicz, member of the executive committee responsible for CSR and innovation at Icade. “We are particularly transparent about the methodology, how we calculate the carbon intensity, the biodiversity footprint, adds Daphné Millet, CSR Director. We showed the levers that we were going to activate by quantifying them: use of renewable energies, works…” . Icade’s plans have been drawn up by calling on all stakeholders, from employees to tenant customers, including elected officials. They were also submitted to a council of experts, on which the political scientist Brice Teinturier and the climatologist Jean Jouzel sit.
This year, Nathalie Lhayani estimates that the number of climate resolutions could concern one out of ten companies among those making up the SBF 120 index – not all the programs have yet been published -, i.e. a level equivalent to 2022. “We are campaigning for the development of a legal framework, she insists, in order to regulate the content, frequency and votes on the “say on climate”. We have also carried this message to the Ministry of the Economy and Finance, as part of the preparation of the Green Industry Bill.” Bercy fears that this measure will have an impact on the competitiveness of companies, if their foreign competitors were not subject to it. To remove the obstacle, the subject would therefore deserve to be brought to European level.