Voting issue: social

For a responsible shareholder, a company’s social behaviour is as important as its economic performance. A company that respects workers’ rights, consults local communities and invests in the social development of the regions in which it operates is generally less exposed to industrial action, workplace accidents and reputational risk, and is able to establish and maintain productive and motivated partnerships. A company’s social behaviour can therefore have positive effects on its financial statements in terms of lower costs and higher returns on investment.

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For this reason, Etica Sgr considers it important to engage in dialogue with the companies in which it invests on issues such as the transparency of financial statements, employee participation and involvement, respect for human rights, criteria for selecting and monitoring suppliers, customer relations, access to medicines, staff management, the transparency of incoming funds, support for the community’s social activities, the safety and quality of its products and respect for human rights, including health-related rights, at all stages of the production chain.

Below we highlight some areas and/or topics in relation to which Etica Sgr aims to engage in dialogue, mainly but not exclusively with the companies in which it invests, and/or to vote on any motions proposed by shareholders in relation thereto.

2.1 Respect for human rights (SDG 8)

Etica Sgr considers it important that companies also undertake to implement and promote among their business partners, including suppliers and sub-suppliers, the ILO fundamental conventions and principles of responsible business conduct, in accordance with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights.

Companies should commit to raising employees awareness of the measures taken, protecting those who, in good faith, report breaches of the rules, and taking the necessary steps to stop or prevent negative impacts on the supply chain.

Etica Sgr considers it important that companies undertake to implement due diligence measures to identify, prevent and mitigate their own actual and potential impact, incorporating them in broader enterprise risk management systems, and reporting on how they address the problem and on the prevention and mitigation measures taken.

In particular, companies that manufacture at a global level, extract and consume natural resources or export information technologies are exposed to complex social issues that derive from the various political, economic and cultural environments in which they operate, especially if they have manufacturing or commercial activities in countries where respect for human rights is a sensitive issue. Under pressure from shareholders, many of these companies have adopted codes of conduct to protect human rights (condemnation of forced and child labour, fair wages, promotion of freedom of association, etc.). The founding document of the human rights movement is the Universal Declaration of Human Rights (UDHR, 1948), to be viewed in conjunction with other internationally recognised conventions and principles which, although they are documents approved by national governments, significantly influence the actions of companies.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • adoption, at the highest levels of the company, of a declaration of intent for the respect for human and minority rights, which is made public within and outside the company and which translates into integrated policies and operating procedures;
  • adoption of the UN Guiding Principles on Business and Human Rights and implementation of due diligence measures to an extent appropriate for the context of the activities and the severity of the risk of negative impacts on human rights;
  • implementation of appropriate mechanisms and measures aimed at identifying, preventing and correcting actual and potential negative impacts arising from a company’s operations and its relations with commercial partners;
  • implementation of due diligence measures on human rights commensurate with the size, nature and context of the activities and the severity of the risk of negative impacts on human rights;
  • provision of more information on specific human rights disputes;
  • provision of certifications for the proper management and monitoring of human rights (e.g. SA8000).

In the area of human rights, Etica Sgr’s dialogue activities focus particularly on the issues of decent work (cf. Section 2.3) and respect for human rights along the supply chain (cf. Section 2.2).

Further aspects that may be included in the dialogue with companies and/or may be voted on in the event of shareholder motions in that respect are listed below.

  • 2.1.1. Respect for the rights of indigenous peoples (SDG 8)

    Many companies, when expanding their business, may come into conflict with the rights of local native people or with the safeguarding of certain natural assets. These populations have lower literacy levels and less access to health services. In many cases, indigenous peoples are obliged to submit to the dominant culture, changing their language, religion, customs and traditions. The reference document in this regard is the ILO Convention on Indigenous and Tribal Populations (1989) under which governments are obliged to identify lands, protect the rights of indigenous peoples (e.g. by prohibiting their removal from their lands) and safeguard the natural resources in their territories.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • adoption of policies governing conduct relating to the rights of indigenous peoples in line with the UN Declaration on Human Rights and with the principles enshrined in the national constitutional charters of individual countries (e.g. principles recognised by the constitutional charters of certain Latin American countries: Ecuador, Bolivia, etc.);
    • publication of information on projects with an impact on indigenous peoples;
    • involvement of indigenous peoples in projects and listening to their demands;
    • preparation of reports on impacts on local indigenous communities;
    • making public the tools used and the results obtained;
    • recognition and protection of the collective land rights of indigenous peoples and local communities on the basis of ILO Convention No 169 of 1989 and the UN Declaration on the Rights of Indigenous Peoples;
    • ensuring transparency and accountability in transactions and investments that may have an impact on land or the survival of indigenous peoples and local communities, by means of policies and mechanisms that avoid confiscation and land grab, reducing and finding solutions for the direct and indirect impacts of manufacturing operations on land and natural resources, including through appeal mechanisms;
    • implementation of the principle of prior informed consent and fair compensation in the event of land transfers and mechanisms for reporting possible infringements;
    • promotion of due diligence on human rights that takes account of gender rights, establishing compliance with the FAO Voluntary Guidelines on Tenure (regarding the responsible management of land, fisheries and forests).

  • 2.1.2 Child labour and its worst forms (SDG 8)

    This term refers to all forms of work carried out by persons under a statutory minimum age. The geographical areas primarily affected by child labour are Asia, Oceania, Africa and Latin America (mainly Colombia and Brazil).

    The damage caused by this phenomenon is manifold: products used in factories damage the organs of the breathing system, the eyes, the liver, the kidneys and much more, while carrying weights or holding forced postures for long periods impairs bone development and growth. Excessive noise causes partial deafness.

    Another serious consequence of child labour is that children cannot attend school on a regular basis or, if they already attend, have to give it up and remain illiterate, denying them any prospect of social advancement.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • adoption of policies and conduct that prevent the use of child labour below the age specified in ILO Conventions 138 and 182 and by national laws throughout the production chain.
    • adoption, where child labour exists, of the necessary measures to ensure the rehabilitation and social reintegration of the children concerned and the consequent modification of supply relationships in order to prevent such phenomena from reoccurring;
    • making public the tools used to minimise the risk of involvement in child labour (e.g. supplier controls);
    • making public the control levels introduced in order to avoid the risk of the use of child labour at all stages of the production chain;
    • responses to any allegation of the use of child labour by any party in the company’s production chain or by suppliers.

  • 2.1.3 Human trafficking and sex tourism (SDG 8)

    Poverty and the climate of destitution in which the inhabitants of many disadvantaged countries live help to promote a market in which girls and boys are traded like commodities.

    Etica Sgr aims to ensure that the companies in which it invests, particularly those operating in the tourism sector, are aware and responsible in this regard.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • adoption of policies aimed at minimising the risk of being involved in sex tourism;
    • production of reports listing the tools used to combat organ trafficking and sex tourism;
    • adoption of responsible tourism codes for monitoring these phenomena, for example the ECPAT (End Child Prostitution, Pornography and Trafficking) Code;
    • implementation of staff information and training policies in Italy and destination countries on the subject of the sexual exploitation of children.

  • 2.1.4 Human trafficking and forced labour (SDG 8)

    Forced labour takes many forms: debt bondage, people trafficking and other forms of modern-day slavery. Its victims are the most vulnerable: women and girls forced into prostitution, migrants bound by debt and workers or agricultural labourers forced, through the use of illegal tactics, to work in disrespectful conditions for very low pay.

    Despite the fact that slavery was abolished in many countries over a century ago, the plague of forced labour still persists everywhere.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • adoption of policies on the subject of forced labour;
    • measures to prevent any use of forced labour and to identify, release, protect and rehabilitate people who have been subject to forced labour;
    • making public the tools used to minimise the risk of involvement in forced labour (e.g. supplier controls);
    • making public the control levels introduced in order to avoid the risk of the use of forced labour at all stages of the production chain;
    • responding to any allegations about the use of forced labour by any party in the company’s production chain or by suppliers.

2.2 Human rights in the supply chain (SDG 8)

Given the growing importance of issues relating to corporate reputation, it is increasingly necessary for companies to actively monitor the entities that they engage with. Etica Sgr pays attention both to the management of the supply chain of companies in which it invests and to the social and environmental impacts of these stakeholders.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • establishment of a supplier management policy that includes ESG elements considered relevant to the sector in which the company operates;
  • conducting a risk assessment on the issue;
  • reporting on auditing by suppliers;
  • ensuring that the company’s suppliers operate responsibly in the market;
  • making the company’s supplier management policy public;
  • informing the shareholders’ meeting of any controversial events concerning suppliers and the company’s conduct in this regard;
  • compliance with the ILO fundamental Conventions, the OECD Guidelines on Multinational Enterprises, the ISO guidelines and/or other internationally recognised instruments in this area.

2.3 Decent work

Attention to employees is essential for responsible business management: given the large number of aspects involved, Etica Sgr analyses human resources management from various points of view.

  • 2.3.1 Training and safety of workers (SDG 8)

    Companies have a duty to promote personnel management that aims to develop workers, by investing not only in safety and training, but also in forms of active participation by employees in company choices, including information.

    In particular, training must be a key tool in the professional and personal growth of the individual. Companies that provide good training have a competitive advantage over their rivals, as they improve their ability to retain and attract high-level employees.

    Job insecurity and harassment compromise the personal and professional development of employees, who must always be placed at the heart of the company’s business. The active participation and involvement of employees through information and discussion about decision-making helps to increase corporate cohesion and improve production cycles.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • publication of investment in staff training, distinguishing between internal and external training (i.e. training entrusted to third parties);
    • publication of data on any pay gaps (e.g. between executives and employees or gender gaps);
    • publication of staff training policies;
    • implementation of policies and programmes to promote the most advanced measures to ensure the health and safety of workers, including beyond national standards;
    • reporting on occupational illnesses, workplace injuries and the tools introduced to ensure health and safety at work;
    • guaranteeing workers the right to leave work if there is a serious and imminent danger to health or safety;
    • making policies public in order to measure employee satisfaction;
    • making public the ways in which workers and employees are involved and consulted with regard to decision-making;
    • adoption of certification for the proper management of employee health and safety (e.g. OHSAS 18001).

  • 2.3.2 Equal opportunities (SDG 5)

    Equal treatment of employees regardless of gender, religion or ethnicity (ILO standards 100 and 111 – ban on discrimination at work) is also a key issue.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • accounting for the policies the company implements to promote equal opportunities;
    • publication of the percentage of employees with disabilities or belonging to ethnic, religious or gender minorities, and information about any programmes to facilitate recruitment;
    • reporting on programmes to increase the number of managers with disabilities, women or members of ethnic or religious minorities;
    • publication of a report on any equal opportunity disputes;
    • promotion of studies on the internal wage system to ensure that women and members of minorities in general (e.g. ethnic and religious minorities) are paid the same as other workers performing the same role and providing the same quantity and quality of work.

  • 2.3.3. Freedom of association and collective bargaining (SDG 8)

    In this area, Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • compliance with ILO Conventions 87 and 98 on the freedom of trade unions and collective bargaining, in order to guarantee the right of workers to form trade unions and representative organisations of their choice for the purposes of collective bargaining and to reach collective agreements on the terms and conditions of work;
    • providing employee representatives with the necessary means to reach effective collective agreements;
    • providing employee representatives with adequate information on business strategies;
    • promotion of consultation and cooperation through constructive industrial relations on issues of common interest;
    • giving sufficient notice to employee representatives of any changes in production that affect employment, in order to identify safeguarding measures.

  • 2.3.4 Business restructuring (SDG 8)

    Whenever possible, Etica Sgr analyses cases of corporate restructuring (e.g. plant closure, manufacturing relocation, mass redundancies), studying the causes, the attempts to prevent them, the alternatives available to the company and the worker protection policies adopted.

    It is important that shareholders understand the level of dialogue between the company and its employees, particularly with union organisations. Trade unions and collective bargaining can provide valuable protection for workers against exploitation, especially in low-income countries.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • the effects of the reorganisation plan on jobs ex ante and checking these effects ex post;
    • making public the details of reasons that might result in a decision to restructure the company, the company policies implemented to avoid such a decision and any alternatives considered;
    • employee transfer and retraining programmes;
    • provision of information on the quality of relations with workers and trade unions.

2.4 Access to medicines (SDG 3)

  • 2.4.1 Access to medicines in poor countries and by disadvantaged individuals (SDG 3)

    Access to medicines, especially in poor countries, is limited, particularly for infectious and parasitic diseases. In some cases, drugs are inaccessible not only for the majority of people in poor countries, but also for the most socially disadvantaged populations in developed countries.

    Etica Sgr believes that access to essential medicines should be considered a universal right.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • adoption of more favourable pricing policies for poor countries;
    • the funding of research into drugs to treat rare diseases;
    • not extending patent protection to poor countries in order to facilitate the production and importation of generic drugs;
    • making public drug testing methods and locations.

  • 2.4.2 Sales incentives (SDG 3)

    Pharmaceutical companies provide doctors and retailers with a number of incentives to market their medicines. These incentives, which are often not made public, can significantly affect the final price of medicines and doctors’ decisions to promote them among their patients.

    Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

    • reporting on the process of pricing drugs or other treatments;
    • publication of a report on gradual increases in the prices of the main drugs produced;
    • provision of more information on the incentives used to promote the sale of products by medical sales representatives and medical personnel;
    • reduction of investment in incentives for doctors or retailers.

2.5 Receipt of public funds (SDG 16)

In order to properly assess a company’s performance, it is important to know whether or not it makes use of public funds.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • reporting and disclosing any public funds received and how they are used, particularly in relation to safeguarding jobs or improving working conditions.

2.6 Support for the non-profit sector, microfinance projects and social activities in general (SDG 1)

Companies’ support for the non-profit sector and social activities must not be seen as a substitute for a company’s efforts to develop activities to safeguard the environment and society and to improve its corporate governance.

When a company donates money to charity, it often achieves tangible rewards in terms of reputational enhancement. Etica Sgr favours companies that actively work in their reference communities, promoting social activities. It is also important that the organisations funded do not have characteristics that conflict with the values of social responsibility.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • the creation of a programme of philanthropic contributions to the non-profit world, microfinance projects and social activities in general;
  • disclosing the contributions made, the disbursement criteria and a list of entities funded.

2.7 Violence in films and video games (SDG 16)

The media sector may be exposed to violent images or other content not appropriate for a child audience. Excessive exposure to violent portrayals on television and in video games can cause psychological suffering as a result of trying to emulate the scenes viewed. It is important for companies working in this area to be sensitive to this issue.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • publication of a company policy on the production and sale of video games and films aimed at children and teenagers;
  • use of mechanisms to monitor violent scenes in the company’s programmes.

2.8 Product safety (SDG 12)

Crises relating to food (such as avian flu) have reduced consumer confidence in the effective ability of the food industry and the public authorities to guarantee food safety. Food safety has become one of the priorities of the European Commission, which has intervened by modernising legislation in order to create a more stringent system of rules (for example, EU Directive 2003/15). Product safety is an important issue, not only in the food industry. Etica Sgr aims to ensure that the companies in which it invests are extremely careful and responsible in this very sensitive context.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • reporting to shareholders on procedures for ensuring product safety;
  • obtaining quality and safety certifications recognised by the European Union;
  • publishing more details on product ingredients/components;
  • publishing consumer safety policies;
  • justifying and defending against any accusations of having manufactured products that are toxic or in any way dangerous to consumers;
  • development of an effective system for tracing raw materials/ingredients, constantly monitoring suppliers and commercial partners;
  • reporting of allegations of misleading or untruthful information that could harm consumers;
  • replacement of any products deemed to be hazardous to consumers with safe products;
  • reporting to shareholders on the company’s involvement in any incidents involving harm to consumers.

2.9 Sustainability report (SDG 12)

More and more companies are publishing, alongside or together with their statutory financial statements, a sustainability report and/or an integrated report, in which they present to shareholders the results of their commitment to protect the environment and workers’ rights or the progress made in its relations with the various stakeholders (customers, suppliers, employees, etc.)[1]. In general, financial statements are prepared in accordance with national or international standards such as the GRI (Global Reporting Initiative), the Integrated Reporting Framework (International Integrated Reporting Council – IIRC), the GBS (General Budget Support) and the AA1000.

Before attending a shareholders’ meeting, Etica Sgr thoroughly studies the company’s socio-environmental and/or integrated financial statements and, in general, presents its observations and proposals during the debate surrounding the approval of the financial statements.

Etica Sgr aims to discuss, inter alia, the following issues (and to vote in favour of any shareholder motions in that respect):

  • requesting that the said document be made public prior to the date of the shareholders’ meeting, at the same time as publication of the notice and call to meeting, so that it can be analysed with the aim of assessing environmental and social performance alongside the economic and financial results for the year in question, in order to cast a more informed vote;
  • calling for greater transparency and continuity in the publication of social and environmental data;
  • encouraging compliance with international standards on sustainability or integrated reports;
  • asking the company to consult the various stakeholders when preparing their sustainability or integrated reports.

[1] In Italy, pursuant to Legislative Decree No. 254/2016 (http://www.gazzettaufficiale.it/eli/id/2017/01/10/17G00002/sg), public interest entities (listed companies, banks, insurance and reinsurance companies) with more than 500 employees that have exceeded at least one of the following two size thresholds: total balance sheet assets of more than €20 million or total net revenues from sales and services of more than €40 million, are required to produce a consolidated non-financial statement (NFS). This statement covers environmental and social issues and issues relating to personnel, respect for human rights and the fight against active and passive corruption, which are relevant in view of the company’s characteristics. Legislative Decree No. 254/2016 implements EU legislation requiring large companies to publish periodic reports on the social and environmental impact of their activities (Directive 2014/95/EU).