EC Committee on Corporate Social Responsibility Procedures
Resolution text
Resolved, That Executive Council adopts the following procedures to enable the work of the Executive Council Committee on Corporate Social Responsibility.
Approval of Advocacy Plan
In order for CCSR to carry out its work with portfolio companies through shareholder resolutions, dialogue and correspondence, Executive Council must review and approve CCSR’s proposed courses of action. Accordingly, CCSR will at least annually submit to Council a list of proposed issue areas (“advocacy plan”) based upon General Convention and Executive Council policy statements/resolutions. Upon approval of such advocacy plan by the Council, CCSR shall be authorized to work on the identified issue areas with companies in the DFMS portfolio(s) for which CCSR provides guidance. From time to time, CCSR may propose to EC adding or deleting issue areas.
The issue areas identified shall be based on policy statements/resolutions of the General Convention and/or Executive Council.
CCSR shall identify and list companies that may be included in executing the advocacy plan work. The identified companies may be potential targets for shareholder resolutions, dialogues or correspondence. From time to time, CCSR may add or delete companies from the list of potential targets for CCSR/Church action. CCSR will advise Council of the proposed changes before implementing
Procedures for Executive Council Approval of Shareholder Resolutions
In the case of a shareholder resolution, no shareholder resolution shall be filed in the name of The Episcopal Church without first obtaining an affirmative vote of Executive Council identifying the publicly traded company involved, the subject matter of the action, and if reasonably feasible, the basic text of the resolution. Target companies for possible shareholder resolutions shall be identified on the Extranet at least 30 days before Executive Council approval is to be sought. This identification is critical to enable members of Executive Council to comply fully with conflict of interest rules governing Executive Council and to comply fully with any applicable professional or fiduciary role an Executive Council member may hold beyond service on Executive Council.
CCSR will attach text in draft or final form to any resolution proposed to EC. (Final texts are frequently not available for a Council meeting because they are often drafted in cooperation with ecumenical and interfaith partners of the Church; or may be subject to formal requirements, rules, and deadlines, under the securities laws.) If only draft text is available prior to seeking approval of EC, in order to assure timely filing, EC may approve such draft text where it conforms to church policy. The EC will be informed of the filing of any shareholder resolution by a posting on the Extranet. Once a final text has been approved in a triennium, it may be used in that triennium with additional companies.
Procedures for Corporate Dialogues and Correspondence
From time to time, CCSR may participate (through its chair, a member of the committee, or a staff member or consultant) in dialogues regarding issue areas previously approved by EC. CCSR will report at least annually to EC regarding such dialogues.
From time to time, CCSR may participate (through its chair, a member of the committee, or a staff member or consultant) in correspondence regarding issue areas previously approved by EC. CCSR will report at least annually to EC regarding such dialogues.
Procedures for Sign-on Letters
From time to time, questions may arise regarding policies or actions by a government or corporate entity that are contrary to policies or statements adopted by the General Convention and/or Executive Council.
The ecumenical and interfaith investor community, working through the Interfaith Center on Corporate Responsibility (“ICCR”), commonly endeavors to respond by expressing the shared views of investors of faith regarding such policies or actions. Frequently the response takes the form of a joint statement (commonly referred to as a “sign-on letter”).
Sign-on letters generally become available through ICCR on short notice and with short deadlines.
CCSR desires to sign onto such letters when they affirm existing Church policy. Accordingly, CCSR wishes to use the following procedures when considering sign-on letters.
- CCSR, acting through its chair, may request that the Treasurer execute the sign-on letter.. The Treasurer will first consult with the Director of the Office of Government Relations and the chair of an appropriate committee of Executive Council to confirm that the letter affirms existing Church policy. After such consideration and consultation, the Treasurer will then execute the sign-on letter.
- Participation in sign-on letters may include all areas that are supported by existing Episcopal Church policy. CCSR will report to EC at least annually regarding all letters signed, citing Church policies that support the action.