Sustainable Ownership blogs

Our blogs on Sustainable Ownership and environmental, social and governance (ESG) issues will help you learn more about the Scheme's approach to its investments.

What's happening in Sustainable Ownership?

Read our blog posts to learn more about how we incorporate Sustainable Ownership and environmental, social and governance (ESG) issues through the Scheme's investments. 

You can read more about our work on Sustainable Ownership on the Railpen website.

A notepad titled SO blog
27/3/2023
Author: Editorial
<p>Put simply, voting is one of the tools used by the people who invest your railway pension to help achieve investment returns needed so you have enough to live on when your working days are over. This is because shareholder voting helps them influence for positive change in the working practices of the companies your pension is invested in. </p><p>Your pension is invested in a mix of businesses operating in different industries and countries. When the investment manager, Railpen, decides to invest in a company, it has a number of instruments up its sleeve to help influence for change in certain areas of their business operations. One such instrument is its right to vote at companies’ Annual General Meetings (AGMs).&nbsp; </p><p>Caroline Escott, Senior Investment Manager at Railpen, oversees the company’s voting activities and is a co-author of the 2023 Global Voting Policy. We turned to Caroline to help us understand how voting in the world of pensions works and why its thoughtful execution is of crucial importance to our members’ outcomes</p><p>&nbsp;</p><p>Caroline, let’s start off by providing a bit more clarity around what shareholder voting is in the context of pensions and ultimately, why it matters to Railpen as an investment manager, to the Scheme and to its members.</p><h4><strong>How do you decide how to vote at a company’s AGM? What do you base your vote on?</strong></h4><p>Railpen invests in thousands of companies on members’ behalf. This means that we vote at thousands of company annual general meetings (“AGM”) each year – most of which take place over a concentrated three-month period (March to July). And each company AGM will offer investors the chance to vote for or against on anywhere between 10-30 ‘AGM resolutions’ (on specific issues such as how much to pay the chief executive and the election of company directors). It’s one of our busiest – but also most exciting! – times of year.</p><p>Our voting decisions are informed by various sources and tools. Throughout the year, we meet with our largest companies, as well as those where we have concerns around specific ESG (environmental, social and governance) issues, to further understand their approach and to try to influence them to improve their behaviour in a way that will lead to sustainable financial performance. We call this dialogue “engagement”. When we are voting at these companies’ AGMs, we consider their progress and the nature of our previous discussions and vote accordingly. We see exercising our vote and our engagement with companies as part of a broader influencing approach to try to improve behaviour, so they have to be aligned.</p><p>Sometimes we may request further information from the companies to help us strengthen our decision on how to vote on a particular resolution. </p><p>You can find details of all our voting decisions on our <a href="https://vds.issgovernance.com/vds/#/OTI4OQ==/" data-sf-ec-immutable=""></a><a href="https://vds.issgovernance.com/vds/#/OTI4OQ==/" data-sf-ec-immutable="" target="_blank">website</a>. </p><p>&nbsp;</p><h4><strong>Could you share the top three ‘big picture’ issues for you during this year’s voting season? </strong></h4><p>Our voting decisions (i.e whether we choose to vote for or against the various AGM resolutions) are primarily based on that company’s individual progress on the ESG issues mentioned above. We make sure we take into account their particular circumstances such as how they compare to similar companies or any additional intelligence we may have regarding their willingness to make progress. However, there are definitely some ‘big picture’ themes evidence suggests will financially impact the vast majority, if not all, of the companies we invest in – and which we will be paying close attention to during voting season.</p><ol><li><strong>Workforce treatment and mental health. </strong>I think we can all agree that an engaged, motivated and supported workforce is important for a company’s financial performance. Railpen regularly engages with portfolio companies on workforce issues and ensuring a healthy corporate culture. One of the issues that companies rarely report upon and which we feel still does not receive sufficient attention is workers’ mental health. So from this year, we will be focusing on applying voting sanctions where we feel more needs to be done to support workers’ mental wellbeing during what are challenging circumstances for all.<strong></strong><p><strong>&nbsp;</strong></p></li><li><strong>The climate transition.</strong> We want the companies we invest in to make not just pledges, but progress on net zero.<strong> </strong>Part of the way we assess this is to examine companies’ plans for decarbonisation. If we think these plans lack credibility - &nbsp;for instance if they don’t clearly outline interim targets and milestones, or fail to consider biodiversity loss or the impact on local communities of their activities - then we will consider voting against the company on the resolutions we think will most accurately express our dissatisfaction.<strong></strong><p><strong>&nbsp;</strong></p></li><li><strong>Cybersecurity</strong>. The pandemic hastened the shift towards an increasingly digital world, meaning that cybersecurity risk to our portfolio companies has substantially grown. Railpen has engaged for several years with those companies we deem to face substantial cybersecurity risks, and in this year’s voting season we will be voting against the directors of those companies where we think this risk has not been addressed sufficiently.<strong></strong></li></ol><p>&nbsp;</p><h4><strong>And how do you monitor whether progress is being made on concerns expressed by Railpen at an AGM or at another voting forum? </strong><strong></strong></h4><p>We let our largest portfolio companies know in advance how we intend to vote (and why) and sometimes that triggers a response that gives us additional information regarding their commitments and activities in a certain area. This may then impact how we vote. Furthermore, sometimes signalling our voting intention before the meeting leads to the company committing to the change we are looking for [we give an example of this later!]. &nbsp;</p><p>We also have rolling engagements throughout the year with the companies where we have the largest investments, or where we think there are particular concerns, and we will always discuss our voting decisions at the previous AGM and what we would expect to see from the company to ensure we do not vote against them in following years. We also regularly review documentation and communications from companies to assess whether there have been any changes made.</p><p>&nbsp;</p><h4><strong>Caroline, you’ve been leading Railpen’s voting work over the past couple of years. What’s changed for that time and how is that likely to impact member outcomes? </strong><strong></strong></h4><p>Over the last few years, as well as focusing on a company’s individual ESG risks, we have been increasingly thinking about the big picture themes– like climate change, biodiversity or workforce treatment – which will impact either all or the vast majority of our portfolio companies. As a result, we have been working to more closely reflect our views on these themes in how we vote (as well as in how we use other stewardship tools, like engagement and speaking to policymakers). You can see more in our <a href="https://cdn-suk-railpencom-live-001.azureedge.net/media/media/yl2lq4y3/2023-voting-policy.pdf" data-sf-ec-immutable="" data-sf-marked="" target="_blank">Voting Policy</a>, which we update each year.</p><p>Our investment in a company also gives us other rights beyond voting, and we have been increasingly looking to use these rights in recent years. These rights include the ability to question company directors publicly at the Annual General Meeting (you can see our full list of questions <a href="https://www.railpen.com/knowledge-hub/engagement/agm-statements/" data-sf-ec-immutable=""></a><a href="https://www.railpen.com/knowledge-hub/engagement/agm-statements/" data-sf-ec-immutable="" target="_blank">here</a>) and to organise shareholder resolutions that will ask a company’s other shareholders to express their views on a topic. This year, we have also helped arrange a resolution on climate change at a large US utility firm.<strong></strong></p><p>&nbsp;</p><h4><strong>Can you share with our readers a success story from your experience of using Railpen’s right to vote</strong>?</h4><p>Many more examples can be found in our annual <a href="https://www.railpen.com/knowledge-hub/reports/All?mediatype=All&amp;order=0&amp;term=stewardship" data-sf-ec-immutable="" data-sf-marked="" target="_blank">Stewardship Reports</a> (flick to the section on “Thoughtful Voting”) but a recent one is as follows. </p><p>We had previously engaged with a large and complex non-UK financial services company around its board composition, including the need for a cognitively diverse group of directors who together have the right skills, expertise and appropriate availability to be able to provide effective oversight.&nbsp; One of the directors they had put forward for appointment at the 2022 AGM sat on so many boards and other committees that we felt they would be unable to fully contribute to the oversight of such a complex company. We flagged this issue to the company in advance of the AGM, noting that we were likely to vote against the director’s appointment unless further steps were taken to ensure they could commit enough time. In response, the company issued an announcement that week that the director would be stepping down from some of their other commitments in order to take up this new appointment. We welcomed this and were able to vote in favour of the appointment, but continue to engage with the company to understand how the new director is settling in.</p><p>&nbsp;</p><h4><strong>We are in the lead up to a busy “voting season”, starting this month– what are your expectations and hopes for it and how are you getting ready for it</strong><strong>?</strong></h4><p>The ultimate hope for every voting season is that we won’t have to vote against any company on any of their resolutions, as they are already responding to our engagements and making progress on the ESG issues which matter most to their long-term financial performance! However, this is unlikely to happen for every single one of our thousands of holdings.</p><p>So the objective is that we effectively wield our voting – and other ownership – rights this season to help us influence companies to improve their behaviour, in a way which ultimately helps us secure our members’ futures. The key to a successful voting season is preparation. To this end, we’ve: refined our 2023 Global Voting Policy; made the most of the available systems and platforms to ensure that we have the best possible information at our fingertips to inform each vote; and have a plan – which we are already implementing – for engaging with our investee companies in advance of their AGMs to ensure we are on top of the latest developments and they understand our position (and how we might make our views known through our vote).</p><p>&nbsp;</p><h4><strong>Get familiar with the topic </strong></h4><p>If you are interested in understanding more about Railpen’s global voting positions for the 2023 AGM season, take a look at the <a href="https://cdn-suk-railpencom-live-001.azureedge.net/media/media/yl2lq4y3/2023-voting-policy.pdf" data-sf-ec-immutable=""></a><a href="https://cdn-suk-railpencom-live-001.azureedge.net/media/media/yl2lq4y3/2023-voting-policy.pdf" data-sf-ec-immutable="" target="_blank">2023 Global Voting Policy</a>. </p><p>For a broader take on Railpen’s approach to incorporating ESG factors in its work to protect and enhance the value of members’ pension savings, and the journey to net zero, have a read of the <a href="https://cdn-suk-railpencom-live-001.azureedge.net/media/media/52lhtclx/stewardship-report-2021.pdf" data-sf-ec-immutable="" data-sf-marked="" target="_blank">Stewardship Report</a>.&nbsp;</p>
Blog

Voting for positive change

Voting allows shareholders to hold companies accountable and help safeguard your retirement savings.

Put simply, voting is one of the tools used by the people who invest your railway pension to help achieve investment returns needed so you have enough to live on when your working days are over. This is because shareholder voting helps them influence for positive change in the working practices of the companies your pension is invested in.

Your pension is invested in a mix of businesses operating in different industries and countries. When the investment manager, Railpen, decides to invest in a company, it has a number of instruments up its sleeve to help influence for change in certain areas of their business operations. One such instrument is its right to vote at companies’ Annual General Meetings (AGMs). 

Caroline Escott, Senior Investment Manager at Railpen, oversees the company’s voting activities and is a co-author of the 2023 Global Voting Policy. We turned to Caroline to help us understand how voting in the world of pensions works and why its thoughtful execution is of crucial importance to our members’ outcomes

 

Caroline, let’s start off by providing a bit more clarity around what shareholder voting is in the context of pensions and ultimately, why it matters to Railpen as an investment manager, to the Scheme and to its members.

How do you decide how to vote at a company’s AGM? What do you base your vote on?

Railpen invests in thousands of companies on members’ behalf. This means that we vote at thousands of company annual general meetings (“AGM”) each year – most of which take place over a concentrated three-month period (March to July). And each company AGM will offer investors the chance to vote for or against on anywhere between 10-30 ‘AGM resolutions’ (on specific issues such as how much to pay the chief executive and the election of company directors). It’s one of our busiest – but also most exciting! – times of year.

Our voting decisions are informed by various sources and tools. Throughout the year, we meet with our largest companies, as well as those where we have concerns around specific ESG (environmental, social and governance) issues, to further understand their approach and to try to influence them to improve their behaviour in a way that will lead to sustainable financial performance. We call this dialogue “engagement”. When we are voting at these companies’ AGMs, we consider their progress and the nature of our previous discussions and vote accordingly. We see exercising our vote and our engagement with companies as part of a broader influencing approach to try to improve behaviour, so they have to be aligned.

Sometimes we may request further information from the companies to help us strengthen our decision on how to vote on a particular resolution.

You can find details of all our voting decisions on our website.

 

Could you share the top three ‘big picture’ issues for you during this year’s voting season?

Our voting decisions (i.e whether we choose to vote for or against the various AGM resolutions) are primarily based on that company’s individual progress on the ESG issues mentioned above. We make sure we take into account their particular circumstances such as how they compare to similar companies or any additional intelligence we may have regarding their willingness to make progress. However, there are definitely some ‘big picture’ themes evidence suggests will financially impact the vast majority, if not all, of the companies we invest in – and which we will be paying close attention to during voting season.

  1. Workforce treatment and mental health. I think we can all agree that an engaged, motivated and supported workforce is important for a company’s financial performance. Railpen regularly engages with portfolio companies on workforce issues and ensuring a healthy corporate culture. One of the issues that companies rarely report upon and which we feel still does not receive sufficient attention is workers’ mental health. So from this year, we will be focusing on applying voting sanctions where we feel more needs to be done to support workers’ mental wellbeing during what are challenging circumstances for all.

     

  2. The climate transition. We want the companies we invest in to make not just pledges, but progress on net zero. Part of the way we assess this is to examine companies’ plans for decarbonisation. If we think these plans lack credibility -  for instance if they don’t clearly outline interim targets and milestones, or fail to consider biodiversity loss or the impact on local communities of their activities - then we will consider voting against the company on the resolutions we think will most accurately express our dissatisfaction.

     

  3. Cybersecurity. The pandemic hastened the shift towards an increasingly digital world, meaning that cybersecurity risk to our portfolio companies has substantially grown. Railpen has engaged for several years with those companies we deem to face substantial cybersecurity risks, and in this year’s voting season we will be voting against the directors of those companies where we think this risk has not been addressed sufficiently.

 

And how do you monitor whether progress is being made on concerns expressed by Railpen at an AGM or at another voting forum?

We let our largest portfolio companies know in advance how we intend to vote (and why) and sometimes that triggers a response that gives us additional information regarding their commitments and activities in a certain area. This may then impact how we vote. Furthermore, sometimes signalling our voting intention before the meeting leads to the company committing to the change we are looking for [we give an example of this later!].  

We also have rolling engagements throughout the year with the companies where we have the largest investments, or where we think there are particular concerns, and we will always discuss our voting decisions at the previous AGM and what we would expect to see from the company to ensure we do not vote against them in following years. We also regularly review documentation and communications from companies to assess whether there have been any changes made.

 

Caroline, you’ve been leading Railpen’s voting work over the past couple of years. What’s changed for that time and how is that likely to impact member outcomes?

Over the last few years, as well as focusing on a company’s individual ESG risks, we have been increasingly thinking about the big picture themes– like climate change, biodiversity or workforce treatment – which will impact either all or the vast majority of our portfolio companies. As a result, we have been working to more closely reflect our views on these themes in how we vote (as well as in how we use other stewardship tools, like engagement and speaking to policymakers). You can see more in our Voting Policy, which we update each year.

Our investment in a company also gives us other rights beyond voting, and we have been increasingly looking to use these rights in recent years. These rights include the ability to question company directors publicly at the Annual General Meeting (you can see our full list of questions here) and to organise shareholder resolutions that will ask a company’s other shareholders to express their views on a topic. This year, we have also helped arrange a resolution on climate change at a large US utility firm.

 

Can you share with our readers a success story from your experience of using Railpen’s right to vote?

Many more examples can be found in our annual Stewardship Reports (flick to the section on “Thoughtful Voting”) but a recent one is as follows.

We had previously engaged with a large and complex non-UK financial services company around its board composition, including the need for a cognitively diverse group of directors who together have the right skills, expertise and appropriate availability to be able to provide effective oversight.  One of the directors they had put forward for appointment at the 2022 AGM sat on so many boards and other committees that we felt they would be unable to fully contribute to the oversight of such a complex company. We flagged this issue to the company in advance of the AGM, noting that we were likely to vote against the director’s appointment unless further steps were taken to ensure they could commit enough time. In response, the company issued an announcement that week that the director would be stepping down from some of their other commitments in order to take up this new appointment. We welcomed this and were able to vote in favour of the appointment, but continue to engage with the company to understand how the new director is settling in.

 

We are in the lead up to a busy “voting season”, starting this month– what are your expectations and hopes for it and how are you getting ready for it?

The ultimate hope for every voting season is that we won’t have to vote against any company on any of their resolutions, as they are already responding to our engagements and making progress on the ESG issues which matter most to their long-term financial performance! However, this is unlikely to happen for every single one of our thousands of holdings.

So the objective is that we effectively wield our voting – and other ownership – rights this season to help us influence companies to improve their behaviour, in a way which ultimately helps us secure our members’ futures. The key to a successful voting season is preparation. To this end, we’ve: refined our 2023 Global Voting Policy; made the most of the available systems and platforms to ensure that we have the best possible information at our fingertips to inform each vote; and have a plan – which we are already implementing – for engaging with our investee companies in advance of their AGMs to ensure we are on top of the latest developments and they understand our position (and how we might make our views known through our vote).

 

Get familiar with the topic

If you are interested in understanding more about Railpen’s global voting positions for the 2023 AGM season, take a look at the 2023 Global Voting Policy.

For a broader take on Railpen’s approach to incorporating ESG factors in its work to protect and enhance the value of members’ pension savings, and the journey to net zero, have a read of the Stewardship Report

The information provided on this website is intended for general information and illustrative purposes. Your benefits will be worked out in accordance with and subject to the governing trust deed and rules and relevant legislation.

Although every effort has been made to ensure the information given on this website is accurate, none of the information provided can give you, or your beneficiaries, legal rights to benefits that differ from those provided in the pension trust and rules.

We recommend that you get independent financial or specialist advice before making any important decisions about your pension arrangements.

What to read next...