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ESG Chapter 6-Engagement & Stewardship

2024-06-21 17:11:30   1  举报

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ESG Chapter 6 Engagement and Stewardship CFA ESG考试第六章重点知识梳理框架图

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Ⅰ. What is Stewardship and Engagement

Stewardship
尽责管理

Stewardship is used to describe the responsibilities of institutional investors

单词来源: The word 'steward' is derived from 'stig' and 'weard'🐖,
describing a guardian of a home - to protect the owner's assets

The steward is the representative of the owner charged with acting in the owner's interests,
and delivering long-term returns from their assets. The steward should always feel the burden of fiduciary duty
(asset manager帮助asset owner管理资金-The preserving and enhacing of the long-term value of assets over time)

Components of Stewardship
如何做好stewardship?

Investment approach and decision
通过投资方法和投资决策

与投资标的"dialogue"

Mornitoring（监控
—单向的，为了了解investee

Dialogue for investment purposes:
to understand the company, its stakeholders and performance
Informs incremental buy/sell/hold devesions

Detailed and specific questioning;
investors seeking insights

Engagement（vote、escalation-升级）
—双向的，为了改变investee

Purposeful dialogue with a specific and targeted
objective to achieve change. Individual or
collective basis, as appropriate

Two-way dialogue
Investors expressing opinions

Engagement

Engagement is one aspect of good stewardship: it is the individual interventions in specific assets
to preserve and enhace value

Engagement is active dialogue with companies with a particular pupose

Engagement can encompass the full range of issues that affect the long-term
value of a business, including: strategy; capital structure; risk management

Key identifiers of successful genuine engagement

Clarity and consistency about objectives

Ensuring that it is clear when the investor is
communicating messages to the company
and not just seeking information from it

Ineffective Engagement
无效参与

Engagement activity is directed at companies

are unlikely to change (investee不愿改变)

have no intent to enter into a productive dialogue
with their investor

Engagement as a response to
poor investment decision-making

a desire to engage arises from a share price fall

Knee-jerk engagement: is less likely to be effective than
long-standing consistent messaging
发现投资决策错了，被迫去参与

Effective Engagement
有效参与

is set in an appropriate context of long-term ownership and has a focus on
long-term value creation, so that engagement is aligned with the investment thesis (长期)

is framed by a close understanding of the nature of the compay and the drivers
of its business model and long-term opportunity to prosper (每个investee不同)

recognizes that change is a process, change should not be rushed (不能心急)

employs consistent, direct and honest messages and dialogue (对话要有原则)

is appropriately resourced so that it can be delivered professionally in the context
of a full understanding of the individual company (充分了解investee)

uses of resources efficiently so that engagement coverage is as broad as possible
whilst using all the tools available, including collective engagement (有效利用资源)

involves reflection so that lessons are learning in order to
improve future engagement activity (复盘)

在投资实践中考虑ESG

PRI六大原则（自愿）
The PRI develoed 6 principles, which are voluntary
but provide overarching guidance on actions to
incorporating ESG inssues into investment practice

1. will incorporate ESG issues into investment analysis and decision-making processes
投资决策中考虑ESG

2. will be active owners and incorporate ESG issues into our ownership policies and practices
主动参与 (engagement)

3. will seek appropriate disclosure on ESG issues by the entities in which we invest
促使被投资公司的披露

4. will promote acceptance and implementation of the principles within the investment industry
鼓励同行遵循PRI的准则

5. work together to enhance our effectiveness in implementing the principles
通过合作执行PRI的准则

6. will each report on our activities and progress towards implementing the principles
披露自己的表现

Engagement is the way in which investors put into effect their stewardship responsibilities
in line with the PRI principle 2 (we will be active owners and incorporate ESG issues into our
ownership policies and practices)

The PRI highlighted three ESG engagement dynamics
that is believes create value

Communicative dynamics (the exchange of information) — 交流

Learning dynamics (enhancing knowledge) — 学习

Political dynamics (building relationships 利益共同体）— 关系
（已经对公司有一定程度的understanding)

ESG engagement are beneficial

successful engagement activity was followed by positive abnormal financial returns

engaged companies change their behaviour against ESG factors, this leads to increased value

ESG engagement leads to a reduction in downside risk and the more successful the engagement, the stronger the effect

Summary of Reasons of Engagement
总结：为什么要engagement？（5点原因）

helps investee companies to understand their investors' expectations, allowing them to shape their long-term strategies accordingly to suit them

enables companies to explain how their approach to sustainability relates to their broader business strategy,
and can provide opportunities for companies to comment on ratings or scores driven by templates that
they feel do not reflect the complexity of an issue
使公司能够解释他们的可持续发展方法如何与其更广泛的业务战略相关联，
并且可以为公司提供对由他们认为不能反映问题复杂性的模板驱动的评级或分数发表评论的机会

allows investors to work closely with an investee on governance, social or environmental issues
允许投资者与被投资方就治理、社会或环境问题密切合作

there are also situations where engagement is required and when an investor must take a view.
These could be corporate actions, such as share issuances in which the investor can choose to
participate or not, or proposed takeovers where the investor must decide whether to
sell up or, if it is permitted, to hold on to their shares
在某些情况下，投资者必须参与和发表意见（重大决议）。例如投资者可以选择参与或不参与的股票发行，或者投资者必须决定是否出售或保留其股票

For most investors, some dialogue with the company will
be needed before reaching the relevant conclusion
对于大多数投资者来说，在得出相关结论之前，需要与公司进行一些对话

another driver for investors to act as good stewards is the growing expectations enshrined in codes, standards and regulations
对准则、标准和法规的期望不断提高

Ⅱ. Codes and Standards

Background

As an adjunct to the institutional investor soul-searching that followed the financial crisis,
the Walker Report ushered in a new ear of shareholder engagement
Walker Report开始shareholder engagement的新纪元

Walker Report is the first stewardship code after the post-financial crisis report

Financial Reporting Council (FRC) — issue a stewardship code（发布）

Financial Conduct Authority (FCA) — the code was to be reinforced by the FCA, requirement that
any registered fund manager must make a statement as to whether and how it approached its principle（落实）

The 2010 Stewardship Code
（in 2010 the FRC issued the world's
first stewardship code)

Insitituational investors
should follow 7 principles
7个原则

针对Asset Manager

1. publicly disclose their policy on how they will discharge their stewardship responsibilities
披露如何满足stewardship责任

2. have a policy on managing conflicts of interest in relation to stewardship and this policy
should be publicly disclosed 如何处理利益冲突（不同主体关于利益冲突的处理不一致）

7. report periodically on their stewardship and voting activities
定期报告其管理和投票活动（投资情况）

针对Investee

3. monitor their investee companies 监控被投资公司

4. establish clear guidelines on when and how they will escalte their activities
as a method of protecting and enhacing shareholder value 如何升级

5. willing to act collectively with other investors where appropriate 联合其他投资者

6. have a clear policy on voting and disclosure of voting activities 投票政策和披露

The UK Stewardship Code model has been followed around the world, and now such codes in 20 markets, either
developed by stock exchanges or regulators, or by investor bodies themselves keen to advance best practice

It is notable that while there is great consistency between the principles in each of these codes,
as they are modelled closely on the 7 principles of the 2010 UK Code

Conflicts of interest are dealt with very differently
利益冲突的处理方式截然不同

It has been stated that those codes drafted by the fund management industry
are more likely to downplay the issue of conflicts
基金管理行业起草的准则更有可能淡化冲突问题

while those codes with greater regulatory backing place greater emphasis on the issue

Code Revisions 2020

The 2020 version of the code includes twelve principles (plus an alternate six for service providers)
增加到12个原则（增加针对"小助理"的要求)

Biggest change

the increased ambition for practical delivery by signatories

the former focus on statements of intent no longer exists, instead,
investors are now expected to report annually on activity, and most
importantly on outcomes from that activity
以前表决心，现在要报告做的结果，更加实物

The twelve new principles fall into four categories
but cover two distinct functions

principles 1 to 8 addres the foundations for stewardship

principles 9 to 12 focus on the practical discharge of engagement responsibilities
and cover engagement (and voting) activities

Other Code Provisions

The principles of all other codes around the world are remarkably similar

Typically there are six or seven principles

with the first requiring investors to have a public policy regarding stewardship

the last for honest and open reporting of stewardship activities

The main body of the principles between these two usually call for:

regular monitoring of investee companies

active engagement (sometimes termed "escalation", or escalation is deemed worthy of a separate principle of its own)
and intelligent voting

The two principles that are sometimes but not always present

investors to manage their conflicts of interest regarding stewardship matters
投资者管理与管理事务相关的利益冲突

the escalation of stewardship activity to include a willingness to act
collectively with other institutional investors

Ⅲ. Engagement

1. Engagement styles

Some engagement start bottome-up by focuing on the specific issues faced by an individual company,
while others operate top-down by applying a perspective on particular issues (e.g., limate change)
across all companies in a sector or market

Top-down & Bottom-up

Top-down（从investor relations开始沟通）

material E and S issues
arise from the nature of a company's business activities,
teams with this heritage tend to be organized by sector（影响整个行业）

focus on individual environmental and social issues and to pursue
those vigorously across sectors or markets as a whole

the dialogue would tend to start with investor relations or sustainability
teams and then be escalated upwards, both to senior management and
to the board level

Issue-based, top-down engagement tends to align more closely with passive
or otherwise broadly diversified investment portfolios（多投资标的）

Bottom-up（从chair开始沟通）

G issues are determined more by national law and codes,
and such teams are usually split according to geography

Firms with a governance heritage tend to focus on individual companies,
starting with the chair (often with the assistance of the company secretary)
and working through the board and down to management from there
专注于个别公司，由董事长负责（通常在公司秘书的协助下）然后通过董事会一直到管理层

Company-focused, bottom-up engagement fits most naturally with active
investment approaches, particularly those with concentrated portfolios（公司少）

Issue-based & Company-focused

Issue-based engagement
某一类问题，影响很多公司

Passive investors, and others with broadly diversified portfolios, typically start with an issue,
whether identified by the team from news or broader analysis, or through a screening or other
research provider, and seek to engage with all the companies impacted by that issue

Usuallly the starting point is a letter written to all those impacted

Issue-based approaches to engagement are often accompanied by examples of best practices in a particular area.
These may be developed in advance of the first engagement dialogues but usually come out of the engagement
process with those companies that are deemed to have leading practices

Company-focused engagement
某一个公司的具体问题

Active investors, particularly those with focused portfolios, start with the company itself
and its business issues and develop a tailored engagement approach cutting across a
range of issues, often with the investment teams taking a leading role. Companies selected
for this approach are identified from investment underperformers or ones that trigger
other financial or ESG metrics

The starting point is to seek a direct discussion with senior management and then the board

Company-focused engagement seeks to improve practice across a number of relevant ESG issues
at an individual company; the aim is to enhance performance of the portfolio overall, both in terms
of ESG and investment performance

2. Practicalities of
Effective Engagement
有效参与的落地

The first contact is with the company secretary, and then further dialogue maybe
with the chair of the relevant board committee (remuneration or audit) and/or the
chair of the board

Meeting can be held at the corporate head office or at the investment firm

Successful engagement is often a
multi-stage, multi-year activity

Frequently, a company's culture, history, or individuals might stand in the way of change

Media interest often entrenches positions rather than allowing the fluidity that may be
necessary for change to occur. The dialogue should initially take place privately without
media attention
媒体的兴趣往往会巩固立场，而不是允许变革发生所需的流动性。
对话最初应在没有媒体关注的情况下私下进行

Forms of Engagement
参与的形式

Individual engagement
单打独斗(5个）

Generic letter
通用信件

these are broad communications across a swathe of investment holdings

Tailored letter
量身定制的信件

these are more targeted and can cover a range of topics at varied levels of detail

'Housekeeping' engagement

this is an annual dialogue to help maintain and enhance a
relationship with a company, but with only limited objectives
年度对话，旨在帮助维持和加强与公司的关系，但目标有限

Active private engagement
积极的私人参与

targeted and specific engagement
有针对性和具体的参与

Active public engagement
积极的公众参与

engagement deliberately made public by the institution
机构有意公开的参与

Collaborative engagement
组团参与(7个 )

Informal discussions

institutions discuss views of particular corporate situations

Collaborative campaigns

collaborative letter-writing or market-wide campaigns

Follow-up dialogue

company engagement dialogue led by one or some investors in
follow-up to a broader group letter or expression of views
由一位或部分投资者主导的公司参与对话对更广泛的团体信函或意见表达采取后续行动

Soliciting support
寻求支持

solicitation of broader support for formal publicly stated targets
为正式公开的目标争取更广泛的支持

Group meetings

one-off group meeting with a company followed up with individual
investor reflections on the discussion or with a co-signed letter

Collective engagement

a formal coalition of investors with a clear objective, typically
working over time and with a coordinating body

Concert party
一致行动人

formal agreement, in any form, with concrete objectives and agreed steps
e.g. collectively proposing a shareholder resolution or agreeing on how
to vote on a particular matter)

Key success factors for
effective engagement
有效参与的成功因素

Characteristics of engagement approach
参与过程/方式

Objectives should be specific and targeted to enable clarity delivery
针对性（目标明确）

Objectives should be strategic or governance-led, or linked to material
strategic and/or governance issues
战略性

The engagement approach should be bespoke (tailored) to the target company
参与方法应针对目标公司定制

Characteristics of investor collaboration
如何组团

The participants should have clear leadership with appropriate relationships,
skills and knowledge
领导力

The scale of coalition gathered (both scale of shareholding and overall AUM
of group) should be meaningful
足够的规模达到影响力

The coalition should have a prior relationship and/or cultural awareness
of the target company
维持与被投资公司的良好关系

Barriers to Engagement
参与的障碍

Resource constraints
资源限制

One of the most significant constraints on effective stewardship and engagement is resource

如何解决

Prioritizing with care 确定优先级

Using collective and collaborative engagement resources
使用集体和协作参与资源，组团参与

Hiring new resource

Expecting more ESG delivery from mainstrean fund management teams
ESG基金

Behavior constraints:
the behavioral challenges in working
as part of investor coalitions are significant
行为限制

The challenge of reaching consensus
难以达成共识

Conflicts of interest: conflicts can arise when investment managers
have business relations with the same companies they engage with
利益冲突

Competition
竞争

historically, few people worked in this once considerably
under-resourced area, stewardship professionals have been
content to work together （曾经缺乏资源）

as stewardship is becoming more important to clients and
an increased focus for investment consultants and fund managers
there are signs that this collaborative approach may be waning
随着管理对客户变得越来越重要，以及投资顾问和基金经理越来越关注
有迹象表明这种协作方式可能正在减弱

3. Steps of engagement

Strategy and tactics: Goal-setting
资源有限，考虑性价比，确定优先级

Necessary prioritization:
Given these resource constraints, engagement strategies
must be designed to deliver meaningful results in the
most cost and time-effective manner

Investors need to define the scope of the engagement and
prioritize their engagement activities carefully to ensure it
is value-adding for their clients/beneficiaries and impactful
in terms of delivering improved corporate practices
明确参与范围

Investors need to frame the engagement topic (be it climate
risk or supply chain risk) into the broader discussion around
strategy and long-term financial performance with the
management team and the board
明确参与话题

Investors must develop a clear process that articulates realistic
goals and milestones so that both investment institutions and
their clients have a clear indicator to measure their expectation
and the effectiveness of the engagement strategy
明确目标里程碑（结果导向）

The engagement process needs to be adapted to the local context,
language and cultural approaches to doing business
“入乡随俗”

Beyond dialogue, investors need to have clear escalation measures
in case engagement fails

Two different forms of necessary prioritization

1. identifying which company in a portfolio is
most in need of engagement

2. determining which engagement issues should
be prioritized in the dialogue between the investor
and the company
(应该去参与哪个年会投票属于干扰项）

The approach to engagement must always sit within the
framework of the fund manager's investment approach
参与方法必须始终处于基金经理投资方法的框架内

An active manager may well find it easier to prioritize
both the company and the issue as those where most
value is at risk within portfolios

The existence of risk suggests that
if the manager is active, selling a holding
in a company will always be a possible
appropriate action

For passive investors, a focus is on the largest companies
and on the most material issues
投资组合中公司多，分散化，资源稀缺，难确定优先级，engagement差

Escalation of Engagement（升级）
先低后高，先内后外

Introduction: Sometimes engagement must be escalated to have effects.
This can be through a range of mechanisms, including making concerns
publicly known, proposing shareholder resolutions, or working
collectively with other shareholders
有时必须升级才能产生效果。这可以通过一系列机制来实现
包括公开关注的问题、提出股东决议或与其他股东共同合作

Forms of escalation
升级的形式 (voting不属于升级)

holding additional meetings with management specifically to discuss concerns
与管理层举行额外会议专门讨论问题

expressing concerns through the company's advisers
通过公司顾问表达担忧

meeting with the chair or other board members
与主席或其他董事会成员会面

intervening jointly with other institutions on particular issues
与其他机构联合干预特定问题

making a public statement in advance of general meetings
在股东大会之前发表公开声明

submitting resolutions and speaking at general meetings
提交决议并在股东大会上发言

requesting a general meeting, in some cases proposing to
change board membership
要求召开股东大会，在某些情况下提议更改董事会成员

Additional methods used by some as part
of their escalation models might include
在其升级模型中使用的其他方法可能包括：

Writing a formal letter setting out concerns, usually following one of the above
meeting, and typically to the chair
通常在上述会议之一之后，通常写给主席一封正式信函，阐述疑虑

Seeking dialogue with other stakeholders, including regulators, banks, creditors,
customers, suppliers, the workforce and non-governmental organisations (NGOs)
寻求与其他利益相关者的对话

Formally requesting a special audit of the company (a right for shareholders in
certain countries, most notably Germany, to consider particular areas of concern
正式要求对公司进行特别审计（股东的权利）

Taking concerns public in the media or some other form, not only as the code
said to AGMs or other general meetings
通过媒体或其他形式公开关注问题，而不仅仅是将其作为准则
在年度股东大会或其他股东大会上表示

Seeking governance improvement and/or damages through litigation, other
legal remedies or arbitration
通过诉讼、其他法律补救措施或仲裁寻求治理改进和/或损害赔偿

Formally adding the company to an exclusion list, or otherwise exiting or
threatening to exit from the investment
正式将公司列入排除名单，或以其他方式退出或威胁撤资

Many engagement objectives can be managed without any escalation,
and indeed investors may choose to move slower in an engagement
rather than escalate so as to maintain positive relations with a company
they may wish to remain invested in for many years

Given resource constraints: an investor must always be prepared to take the view
that little further progress can be made so an engagement should be paused
当无法取得进一步进展时，应暂停参与

The investor needs to consider whether steps are warranted by the objective
升级要确保能够达到目标

Many escalation tools need to be used wisely and not over-exploited
不要滥用升级方式

The step of making concerns public through the media or social media
needs to be applied with care because the investor who rarely raises
issues in public will be listened to more on the occasions when it
does than an investor who is always expressing views publicly

Public engagement

One form of public engagement is putting
forward a shareholder resolution
公众参与的一种形式是提出股东决议

though the local law often restricts the nature of the resolution
that can be proposed, as well as the size and period of
shareholding that the proponents of the resolution must
represent to hold the right

In many jurisdictions, the resolution must be made public by the company;
在许多司法管辖区，该决议必须由公司公开；

but in the USA, they do not typically enter the public domain until the
papers for the relevant AGM are published
但在美国，它们通常不会进入公共领域，直到相关年度股东大会的文件已发表

this will be after the company has tried to exclude the resolution
from the AGM agenda and sought a ruling from the SEC
公司试图将该决议排除在年度股东大会议程之外并寻求美国证券交易委员会的裁决之后

proposing a shareholder resolution in the USA can therefore be
the trigger for private engagement, which may reach enough of
a satisfactory conclusion for the investor to withdraw the resolution
在美国提出股东决议可能会引发私人参与，得出足够令人满意的结论后让投资者撤回决议

One form of escalation that is considered by many institutions is disinvestment
撤资也是升级的一种形式

Collective engagement

Advantages
优点

Collective engagement is often the most resource-efficient method for engagement,
every investor is inevitably resource-constrained and pooling those limited resources
should enable greater efficiency
有限的资源下最大化参与的有效性

Collective engagement is a key route to maximizing effectiveness from limited resources

Disadvantages
缺点

The challenges around collective engagement are perhaps the obvious ones of coordinating a
potentially disparate group of separate investors and trying to maintain a consistent perspective,
or at least enough consistency of perspective, that the company receives a clear message
from its investors in the key areas. 难以达成共识

Investors must beware of regulatory constraints such as
rules against acting in concert. The most significant of
which is a possible need to launch a takeover bid for the company
监管限制：如果抱团达成一致行动人的效力(acting in concert)
例如：达到实质性控股，将会受到控股股东的监管限制

Informal collaboration between investors

Specialist stewardship service providers

Investor association aggregating member views（私下）

Collective Stewardship Vehicles

Commercial approach

predominantly offered by fund managers who offer stewardship overlay services,
such as voting advice and direct engagement activities, taking forward engagement
work on behalf of clients whether they invest money on their behalf or not
基金经理提供，例如投票建议和直接参与活动

Some of the main players in the overlay markets are Columbia Threadneedle Investment
"Responsible Engagement Overlay" (REO) Service, Federated Hermes EOS, Robeco, and Sustainalytics

Noncommercial approach

Investor Forum Framwork
-prominent among these is the
UK's The Investor Forum, created
in 2014 as response to the Kay
Review call for such a vehicle

尽责管理工作：使受托资产保值增值

投资方法与决策：在投资组合和个人资产水平上，
根据投资目的、委托和客户利益进行资本配置

对话：公司和投资者之间的积极讨论
其中有两个主要形式

监督

以投资为目的的对话：了解公司、其利益相关者和业绩
告知增量购买/出售/持有决策

参与

有目的的对话，有具体和针对性的目的，以实现变革
以个人或集体参与为基础，视情况而定

Investor Forum投资者论坛十个特征

Trusted facilitator, not an adviser: members retain full voting and other investment
rights in respect of their shareholdings 值得信赖的推动者/主持人，而非顾问，不提供意见

Opt in/ opt out: a member actively chooses to participate in an engagement involving
a company in which it is a shareholder. It can also choose to opt out of an engagement
at any time 自愿选择参与或者退出

Complementary to members' direct engagement: members are actively encouraged to
continue their direct interaction with companies outside the forum's auspices
作为会员直接参与的补充：积极鼓励个体继续与论坛之外的公司进行直接互动

Confidentiality: members must agree to comply with confidentiality obligations during an engagement.
Participants must agree upon disclosure of identities and public statements during an engagement
保密性：成员必须同意在参与期间遵守保密义务。参与者必须同意在参与期间披露身份和公开声明

Nominated key engagement contact: members retain full control as to whether or not they receive
information, and who receives that information
指定的关键参与联系人：成员完全控制是否接收信息以及谁接收该信息

Hub and spoke model: a bilateral model is the usual method of communication between
the executive and members involved in engagement
中心辐射模式：双边模式是高管与参与成员之间通常采用的沟通方式

No inside information: participation in an engagement will not exempt any person from
any law or regulation governing the use and dissemination of inside information
不提供内幕消息

No-concert part and no-group: members agree that while participating in a forum
engagement they will not form a concert party in respect of the relevant company,
including by requisitioning a board control-seeking resolution or seeking to obtain
control of the company
非一致行动人和非一致行动团体：成员同意，在参加论坛活动时，他们不会对相关公司组
成一致行动人，包括要求董事会控制权决议或寻求获得对公司的控制权

Heightened procedures: at various points in an engagement, heightened procedures
maybe deemed necessary, including seeking specialist advice
加强程序：在合作的各个阶段，可能认为有必要加强程序，包括寻求专家建议

Conflict of interest avoidance: the forum maintains control procedures to avoid conflicts
of interest which could impact either its own governance or individual engagement
避免利益冲突

Voting

Voting is a particular form of engagement, a key tool for the active investor,
and any voting decision should be aligned with the investment thesis for the
holding and any stewardship agenda that the institution has in relation to the
company. It is most visible, however, by its nature it is formulaic

投票关注点
(例子）

资本结构问题(债务问题/破产风险）
If there are concerns about the capital structure and financial viability of the business,
investors need to pay attention to votes in relation to dividends, share buybacks, scope of further debt burden

董事会组成问题
If there are concerns about the effectiveness or diversity of the board,
that needs to be reflected in voting decisions on director re-elections

审计过程问题
If there are concerns about the independence or effectiveness of the audit process,
should be reflected in voting on the reappointment of the auditor, its pay and the
reappointment of members of the audit committee

Different proportions
少数服从多数

In most cases, voting is proportionate to the percentage of shareholding in the company
and resolutions are usually passed when more than half of those voting support a vote
投票与公司持股比例成正比，决议通常在半数以上投票支持某项投票时通过

In a few cases, special resolutions require support by 75% of those voting
重大事项须大多数同意

Abstention（弃权）can sometimes be a useful tool in an engagement process
where the investor does not have a fixed view on an issue

Common voting resolutions

Given the level of attention on executive pay（高管薪酬）, investors take
a close interest in resolutions on remuneration

Asset manager利用股东身份，通过投票来影响被投资公司如何使用资产

Investors will reflect concerns about financial（财务报表） or sustainability reporting
in their votes to approve the report and accounts

More companies follow the International Accounting Standards Board (IASB)
guidance and incorporate material climate change issues in their financials
IASB要求披露气候改变对财务的影响

some are likely to vote against reports and accounts where it is not clear that
climate change has been incorporated, or assumptions are not disclosed

some are considering voting against auditors of heavily climate-exposed companies
which do not include climate issues among the key audit matters in their auditor reports
一些公司正考虑投票反对那些受气候影响较大的公司的审计师，因为这些公司没有
将气候问题纳入审计报告中的关键审计事项

some vote against key board directors of companies that do not show sufficient signs
of climate awareness where they have key risk exposures

Ways for investors to make their voting activity
more effective and influential
让投票活动有效力

Hold an active dialogue with the company ahead of the decision
投票前与高管交流

Though most institutional investors do not physically attend shareholder meetings,
perhaps stewards should give this opportunity more active consideration
投票中亲自参与

The attendance at AGMs can gain unusually direct access to many
directors at one time, with must scope for informal dialogue
出席年度股东大会可以同时与多位董事进行直接接触，并有机会进行非正式对话

Since the full board typically attend most AGMs, these meetings can
offer investors an unusual insight into board dynamics
由于全体董事会成员通常会出席大多数年度股东大会，因此这些会议可以为
投资者提供了解董事会动态的独特见解

Any vote will rarely be meaningful in itself because there may be a range of
reasons that an investor might have for voting in any particular way
投票后与高管交流

Institutions communicate to companies why they have voted in particular ways,
either in writing or in dialogue 面或对话的方式向公司传达他们这样投票的原因

This dialogue is a form of low-level engagement with limited impacts
这种对话是一种低层次的接触形式，影响有限

Ⅳ. Asset Classes

Corporate fixed income
公司债

Fixed income investors may ultimately be concerned with the likelihood of default （违约）,
but ESG factors can impact credit ratings and affect spreads, leading to short-term changes in value
ESG因素影响信用评级，从而影响债务表现（影响利差和违约风险，从而导致价值的短期变化）

Companies that regularly raise capital（融资） in fixed income markets are becoming more
conscious of investors' interest in ESG as a material factor in their pricing of debt
投资之前关心债务的ESG问题，投资者对 ESG 的兴趣是其债务定价的重要因素

The greatest opportunity to push for conditions and disclosures around ESG is likely to be pre-issuance.
This can be difficult to implement in fast-moving public markets but is easier to effect in private debt issuance
推动 ESG 条件和披露的最大机会可能是发行前。这在快速发展的公开市场中可能难以实施，但在私人债务发行中更容易实现

In almost all cases relating to ESG matters at companies that are going concerns （长期的）,
the interests of long-term investors (whether they are exposed to equity or debt) very much align
and it will benefit all if the company effectively deals with an ESG concern
在几乎所有与持续经营公司 ESG 问题相关的案例中，长期投资者（无论他们投资的是股权还是债务）
的利益都是一致的，如果公司有效地处理 ESG 问题，将使所有人受益

The PRI's guide to ESG engagement for fixed income investors
Investors should prioritize engagement based on:

the size of a holding in the portfolio

lower credit quality issuers (with less balance
sheet flexibility to absorb negative ESG impacts)

key themes that are material to sectos

issuers with low ESG scores

Sovereign debt
主权债

The stewardship interaction with sovereign debt issuers is likely to be much more limited.
Only the largest investors are likely to have any scope to influence the stance of nation-states,
the influence may be minimal 主动参与非常有限，重点进行筛选

The ESG approach usually applied in this asset class is screening or an ESG tilt
in the investment process rather than engagement （国家层面难直接参与）
通常采用的 ESG 方法是在投资过程中进行筛选或 ESG 倾斜

The PRI's guide to ESG engagement for sovereign issuer

This makes clear the fledgling nature of engagement in this area and is more
focused on learning how engagement might happen rather than on
highlighting successful case studies
更侧重于了解参与度如何发生（可能性），而不是强调成功的案例研究

There is a particular focus on educating sovereign issuers about the
value of green bonds and the strong market appetite for such instruments
绿色债券的价值和市场需求

Private equity
私募股权

Direct ESG engagement will be undertaken by the general partner (GP, the private equity house)
rather than the limited partner (LP, the asset owner) GP进行直接的ESG参与

The PRI's guide

The process of portfolio monitoring has value protection and enhancement potential in itself,
as a systematic approach for identifying material ESG issues, setting objectives and regularly tracking process

It enables GPs to identify anomalies and achievements; support regular engagement with the portfolio company
on these issues; and strengthen company reporting practices that could have implications at exit

Infrastructure
基础设施

Infrastructure investors are exposed to ESG across the economic lifetime of their assets. These exposures extend beyond issues related directly to a specific asset. Such as health and safety, supply chains and environment - to factors such as climate change, bribery and corruption and the social license to operate 基础设施投资者的资产在经济生命周期内都会受到 ESG 的影响。这些影响不仅限于与特定资产直接相关的问题，例如健康和安全、供应链和环境，还包括气候变化、贿赂和腐败以及经营的社会许可等因素

The PRI's guide

Use ESG assessments undertaken during due diligence （尽职调查）to prioritize attention to
ESG consideration and potential for improving profitability, efficiency and risk management
利用尽职调查期间进行的 ESG 评估，优先考虑 ESG 因素以及提高盈利能力、效率和风险管理的潜力

Include material ESG risks and opportunities identified during due diligence into the
post-acquisition plan of each asset or project company and integrate this into
asset management activities
将尽职调查中发现的重大ESG风险和机遇纳入各资产或项目公司的收购后计划，并融入资产管理活动中

Engage with, and encourage, the management of the business to act on the
identified ESG risks and opportunities using the mechanisms available

Set performance targets, and advocate a governance framework. Define and communicate
the expectations of ESG operations and maintenance performance to the infrastructure business managers

Property
房地产

Like fixed income, there is good evidence of the positive effect of ESG on returns to real estate investments
类似于固定收益，ESG 对房地产投资回报产生积极影响，租金收入受ESG影响

Regulatory changes are driving a need for greater engagement in relation to ESG in real estate
监管变化推动了房地产行业对 ESG 参与度的提高

Investors should engage indirectly by requiring their managers to report on the
frameworks and metrics that they should use to monitor holdings

UNEP FI recommends that real estate investment stakeholders:

engage, directly or indirectly, on public policy to manage risks

support research on ESG and cliamte risks

support sector initiatives to develop resources to understand
risks and integrate ESG

2021年绿色债券支持目录
行业分类：一级目录

节能环保产业

清洁生产产业

清洁能源产业

生态环境产业

基础设施绿色升级

绿色服务

Investor (Asset Owner)