Many Boards Are Playing Catch-Up on ESG and Green Issues
Company board directors say ESG efforts have brought about real benefits, but the political backlash has had an impact
Company board directors say ESG efforts have brought about real benefits, but the political backlash has had an impact
Many corporate board directors aren’t confident about their ability—or their board’s—to oversee sustainability and social impact issues, even as companies pursue such goals and regulators want more disclosures on environmental, social and governance impact.
Eighty-three percent of directors surveyed said ESG topics were critical knowledge for directors, but less than half considered themselves to have “advanced” or “expert” level knowledge, according to a survey of board directors conducted in July by WSJ Pro in collaboration with the National Association of Corporate Directors.Directors of larger firms and listed companies expressed higher confidence, as did those in the energy industry.Respondents relied on external advisers to build their knowledge.
Other findings were that most believed sustainability efforts had brought real benefits and said ESG engagement with investors had been mostly positive. Directors also said the anti-ESG movement had an impact. They also reported that while about half of big companies had ESG targets—many linked to executive compensation—smaller, private companies lagged behind.
The survey’s 506 respondents covered a range of company sizes and included public, private and not-for-profit organizations from many sectors, with a concentration in financial services, industry, tech and energy. They said their ESG maturity level was across the spectrum: 4% self-identified as industry leaders, 27% as well developed, 36% as somewhat developed, 28% as early stage and 5% hadn’t started with ESG. Overall respondents rated their own ESG expertise slightly higher than that of their fellow board members.
“As a board member, if you’re hoping that ESG is just a fad that will pass with time, we have enough data now from the last 2½ decades to know ESG is here to stay and boards need to be ready,” said Kristin Campbell, general counsel and chief ESG officer of Hilton Worldwide Holdings and board director at ODP and Regency Centers.
Campbell said boards must evaluate ESG as part of the company’s long-term strategy, otherwise activists, regulators, customers or someone else might do it for them, perhaps in a way that will be painful operationally or harmful to their reputation. “It’s that classic story of either you’re at the table or you’re on the menu,” said Campbell.
Alan Smith—responsible for the strategic management of the Church of England’s £10.1 billion (equivalent to $12.6 billion) perpetual endowment fund—said many boards had brushed up on ESG knowledge with in-house training, e-learning packages or advisers to run workshops. A former senior adviser at HSBC on climate and ESG risk and current First Church Estates Commissioner, Smith said he also found it helpful to see projects, such as offshore-wind farms, and speak to their operators in person.
“I think an integrated approach to board director education—of which one important part is getting on the ground and in the mud or on the boat—is very important,” he said.
More than two thirds of directors said their organisations brought in external advisers to complement or build board’s ESG skills, with most advisers providing subject matter expertise (44%), education and training (41%), or research and analysis (37%).
“What we know about ESG will change today and will probably change tomorrow,” Hilton’s Campbell said. “It’s the job of an external adviser to know what’s going to happen next week and next year, which is useful in keeping the board ahead of the game.”
Overall, investors were the most influential stakeholders on board decisions related to ESG strategy, followed by company executives, regulators and customers. For public companies investors were most influential, followed by regulators, while directors of private businesses ranked their customers as top with investors in second place.
Respondents ranked their ESG-related interactions with investors as largely positive or neutral. Seventy-one percent of directors of organisations with investors said their largest ones had engaged with the board over the past 12 months on ESG topics.
However, public and private businesses approached this engagement quite differently. Private company investors most often engaged with the full board or directly with management, whereas public company investors worked most often with individual directors or sometimes with the full board, but rarely with management.
The survey also examined the impact of the rising anti-ESG movement in the U.S. Many boards started their ESG journey in 2020, but, particularly in the last six to 12 months, the extent of the political backlash in the U.S. has made it more complicated, said Smith. “You had a wind that was giving companies and boards energy, and now you have a countervailing wind of political backlash,” Smith said.
As the pressure has mounted, there have been numerous reports of green-hushing—when a company scales back what it says about its climate and social initiatives in corporate communications. The survey found evidence to support this: 7% of directors said their company no longer publicly communicates about its ESG activities, and 14% said their board and management no longer use the term ESG when referring to relevant activities.
Respondents report substantive changes too. One in five said their companies are reassessing their approach to ESG, 12% said they have deprioritised ESG as a critical business issue, and 15% of directors, primarily in smaller private businesses, believe ESG is negatively affecting their business decisions and strategy.
Despite those changes, half of respondents believe ESG will continue to be an important driver of their business decisions and strategy. Nearly as many say their board and management remain committed to ESG as an opportunity for growth and a driver of long-term risk reduction.
While most respondents said ESG is critical knowledge for directors, only 37% of their organisations have set a climate-impact reduction target, although that was 54% for large organisations. Nine out of 10 of those companies with a target said their boards monitored their progress toward those goals and four out of five believed they were achievable.
To encourage management to hit targets, over one quarter of respondents said their company had linked executive pay to ESG goals, and a further 29% were considering doing so in the next 12 months.
“If we’re going to be more serious about ESG and building it into a company’s long-term strategy then I think it needs to be tied to executive compensation like any other [key performance indicator],” Campbell said.
Nearly a fifth of directors surveyed said reducing the impact of climate change is a priority regardless of financial performance. Almost half said it is a priority but not at the cost of financial performance, while the remaining third said it isn’t a priority at all.
Many directors report real benefits from their ESG efforts. In particular it has enhanced their company’s reputation and brand value (57%), risk management and resilience (54%), and ability to attract and retain talent (44% and 40%, respectively).
Climate change was talked about more frequently in 43% of the boardrooms, while in 31% it actually decreased. The topic was discussed at most or every board meeting for 29% of respondents, 36% said it came up at some meetings, and 23% said it was rarely talked about. Only 11%—primarily small, private companies—hadn’t discussed it at all.
Smith said it was particularly important for smaller companies to keep climate change front of mind: “Those that say they aren’t doing anything yet are paradoxically the ones that may be hit first because they’re downstream of big companies setting more immediate net zero carbon neutral targets.”
As well as calling it a business differentiator for small businesses, Smith said a focus on climate impact reduction was “a survival mechanism.”
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When will Berkshire Hathaway stop selling Bank of America stock?
Berkshire began liquidating its big stake in the banking company in mid-July—and has already unloaded about 15% of its interest. The selling has been fairly aggressive and has totaled about $6 billion. (Berkshire still holds 883 million shares, an 11.3% interest worth $35 billion based on its most recent filing on Aug. 30.)
The selling has prompted speculation about when CEO Warren Buffett, who oversees Berkshire’s $300 billion equity portfolio, will stop. The sales have depressed Bank of America stock, which has underperformed peers since Berkshire began its sell program. The stock closed down 0.9% Thursday at $40.14.
It’s possible that Berkshire will stop selling when the stake drops to 700 million shares. Taxes and history would be the reasons why.
Berkshire accumulated its Bank of America stake in two stages—and at vastly different prices. Berkshire’s initial stake came in 2017 , when it swapped $5 billion of Bank of America preferred stock for 700 million shares of common stock via warrants it received as part of the original preferred investment in 2011.
Berkshire got a sweet deal in that 2011 transaction. At the time, Bank of America was looking for a Buffett imprimatur—and the bank’s stock price was weak and under $10 a share.
Berkshire paid about $7 a share for that initial stake of 700 million common shares. The rest of the Berkshire stake, more than 300 million shares, was mostly purchased in 2018 at around $30 a share.
With Bank of America stock currently trading around $40, Berkshire faces a high tax burden from selling shares from the original stake of 700 million shares, given the low cost basis, and a much lighter tax hit from unloading the rest. Berkshire is subject to corporate taxes—an estimated 25% including local taxes—on gains on any sales of stock. The tax bite is stark.
Berkshire might own $2 to $3 a share in taxes on sales of high-cost stock and $8 a share on low-cost stock purchased for $7 a share.
New York tax expert Robert Willens says corporations, like individuals, can specify the particular lots when they sell stock with multiple cost levels.
“If stock is held in the custody of a broker, an adequate identification is made if the taxpayer specifies to the broker having custody of the stock the particular stock to be sold and, within a reasonable time thereafter, confirmation of such specification is set forth in a written document from the broker,” Willens told Barron’s in an email.
He assumes that Berkshire will identify the high-cost Bank of America stock for the recent sales to minimize its tax liability.
If sellers don’t specify, they generally are subject to “first in, first out,” or FIFO, accounting, meaning that the stock bought first would be subject to any tax on gains.
Buffett tends to be tax-averse—and that may prompt him to keep the original stake of 700 million shares. He could also mull any loyalty he may feel toward Bank of America CEO Brian Moynihan , whom Buffett has praised in the past.
Another reason for Berkshire to hold Bank of America is that it’s the company’s only big equity holding among traditional banks after selling shares of U.S. Bancorp , Bank of New York Mellon , JPMorgan Chase , and Wells Fargo in recent years.
Buffett, however, often eliminates stock holdings after he begins selling them down, as he did with the other bank stocks. Berkshire does retain a smaller stake of about $3 billion in Citigroup.
There could be a new filing on sales of Bank of America stock by Berkshire on Thursday evening. It has been three business days since the last one.
Berkshire must file within two business days of any sales of Bank of America stock since it owns more than 10%. The conglomerate will need to get its stake under about 777 million shares, about 100 million below the current level, before it can avoid the two-day filing rule.
It should be said that taxes haven’t deterred Buffett from selling over half of Berkshire’s stake in Apple this year—an estimated $85 billion or more of stock. Barron’s has estimated that Berkshire may owe $15 billion on the bulk of the sales that occurred in the second quarter.
Berkshire now holds 400 million shares of Apple and Barron’s has argued that Buffett may be finished reducing the Apple stake at that round number, which is the same number of shares that Berkshire has held in Coca-Cola for more than two decades.
Buffett may like round numbers—and 700 million could be just the right figure for Bank of America.
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