ESG Chapter 6-Engagement & Stewardship
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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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Chapter 6-Engagement & Stewardship
Stewardship is used to describe the responsibilities of institutional investors
Investment approach and decision通过投资方法和投资决策
Detailed and specific questioning;investors seeking insights
Mornitoring（监控—单向的，为了了解investee
Two-way dialogueInvestors expressing opinions
Engagement（vote、escalation-升级）—双向的，为了改变investee
与投资标的\"dialogue\"
Components of Stewardship如何做好stewardship?
Stewardship尽责管理
Engagement is active dialogue with companies with a particular pupose
Engagement is one aspect of good stewardship: it is the individual interventions in specific assetsto preserve and enhace value
Clarity and consistency about objectives
Ensuring that it is clear when the investor iscommunicating messages to the companyand not just seeking information from it
Key identifiers of successful genuine engagement
are unlikely to change (investee不愿改变)
have no intent to enter into a productive dialoguewith their investor
Engagement activity is directed at companies
a desire to engage arises from a share price fall
Knee-jerk engagement: is less likely to be effective thanlong-standing consistent messaging发现投资决策错了，被迫去参与
Engagement as a response topoor investment decision-making
Ineffective Engagement无效参与
is framed by a close understanding of the nature of the compay and the driversof its business model and long-term opportunity to prosper (每个investee不同)
is appropriately resourced so that it can be delivered professionally in the contextof a full understanding of the individual company (充分了解investee)
involves reflection so that lessons are learning in order toimprove future engagement activity (复盘)
Effective Engagement有效参与
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 responsibilitiesin line with the PRI principle 2 (we will be active owners and incorporate ESG issues into ourownership policies and practices)
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)
The PRI highlighted three ESG engagement dynamicsthat is believes create value
successful engagement activity was followed by positive abnormal financial returns
ESG engagement are beneficial
在投资实践中考虑ESG
Summary of Reasons of Engagement总结：为什么要engagement？（5点原因）
Engagement
Ⅰ. What is Stewardship and Engagement
Walker Report is the first stewardship code after the post-financial crisis report
Financial Reporting Council (FRC) — issue a stewardship code（发布）
Background
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 policyshould 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Asset Manager
3. monitor their investee companies 监控被投资公司
4. establish clear guidelines on when and how they will escalte their activitiesas 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
针对Investee
Insitituational investorsshould follow 7 principles7个原则
It has been stated that those codes drafted by the fund management industryare 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
Conflicts of interest are dealt with very differently利益冲突的处理方式截然不同
The 2010 Stewardship Code（in 2010 the FRC issued the world'sfirst stewardship code)
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)
the increased ambition for practical delivery by signatories
Biggest change
principles 1 to 8 addres the foundations for stewardship
principles 9 to 12 focus on the practical discharge of engagement responsibilitiesand cover engagement (and voting) activities
The twelve new principles fall into four categoriesbut cover two distinct functions
Code Revisions 2020
The principles of all other codes around the world are remarkably similar
with the first requiring investors to have a public policy regarding stewardship
the last for honest and open reporting of stewardship activities
Typically there are six or seven principles
regular monitoring of investee companies
active engagement (sometimes termed \"escalation\
The main body of the principles between these two usually call for:
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 actcollectively with other institutional investors
The two principles that are sometimes but not always present
Other Code Provisions
Ⅱ. Codes and Standards
focus on individual environmental and social issues and to pursuethose vigorously across sectors or markets as a whole
Top-down（从investor relations开始沟通）
Bottom-up（从chair开始沟通）
Top-down & Bottom-up
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
Issue-based engagement某一类问题，影响很多公司
The starting point is to seek a direct discussion with senior management and then the board
Company-focused engagement某一个公司的具体问题
Issue-based & Company-focused
1. Engagement styles
Meeting can be held at the corporate head office or at the investment firm
Media interest often entrenches positions rather than allowing the fluidity that may benecessary for change to occur. The dialogue should initially take place privately withoutmedia 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
these are broad communications across a swathe of investment holdings
Generic letter通用信件
these are more targeted and can cover a range of topics at varied levels of detail
Tailored letter量身定制的信件
'Housekeeping' engagement
targeted and specific engagement有针对性和具体的参与
Active private engagement积极的私人参与
engagement deliberately made public by the institution机构有意公开的参与
Active public engagement积极的公众参与
Individual engagement单打独斗(5个）
institutions discuss views of particular corporate situations
Informal discussions
collaborative letter-writing or market-wide campaigns
Collaborative campaigns
company engagement dialogue led by one or some investors infollow-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
Follow-up dialogue
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
Soliciting support寻求支持
one-off group meeting with a company followed up with individualinvestor reflections on the discussion or with a co-signed letter
Group meetings
Collective engagement
Concert party一致行动人
Collaborative engagement组团参与(7个 )
Forms of Engagement参与的形式
Objectives should be specific and targeted to enable clarity delivery针对性（目标明确）
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 engagement approach参与过程/方式
The scale of coalition gathered (both scale of shareholding and overall AUMof group) should be meaningful足够的规模达到影响力
The coalition should have a prior relationship and/or cultural awarenessof the target company维持与被投资公司的良好关系
Characteristics of investor collaboration如何组团
Key success factors foreffective engagement有效参与的成功因素
One of the most significant constraints on effective stewardship and engagement is resource
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 teamsESG基金
外框
如何解决
Resource constraints资源限制
The challenge of reaching consensus难以达成共识
Conflicts of interest: conflicts can arise when investment managershave business relations with the same companies they engage with利益冲突
as stewardship is becoming more important to clients andan increased focus for investment consultants and fund managersthere 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
Competition竞争
Behavior constraints:the behavioral challenges in workingas part of investor coalitions are significant行为限制
Barriers to Engagement参与的障碍
2. Practicalities ofEffective Engagement有效参与的落地
Investors need to define the scope of the engagement andprioritize their engagement activities carefully to ensure itis value-adding for their clients/beneficiaries and impactfulin terms of delivering improved corporate practices 明确参与范围
Investors need to frame the engagement topic (be it climaterisk or supply chain risk) into the broader discussion aroundstrategy and long-term financial performance with themanagement team and the board明确参与话题
Investors must develop a clear process that articulates realisticgoals and milestones so that both investment institutions andtheir clients have a clear indicator to measure their expectationand the effectiveness of the engagement strategy明确目标里程碑（结果导向）
1. identifying which company in a portfolio ismost in need of engagement
2. determining which engagement issues shouldbe prioritized in the dialogue between the investorand the company(应该去参与哪个年会投票属于干扰项）
Two different forms of necessary prioritization
An active manager may well find it easier to prioritizeboth the company and the issue as those where mostvalue is at risk within portfolios
The approach to engagement must always sit within theframework 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
Strategy and tactics: Goal-setting资源有限，考虑性价比，确定优先级
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
Additional methods used by some as partof their escalation models might include在其升级模型中使用的其他方法可能包括：
Given resource constraints: an investor must always be prepared to take the viewthat 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 medianeeds to be applied with care because the investor who rarely raisesissues in public will be listened to more on the occasions when itdoes than an investor who is always expressing views publicly
Forms of escalation升级的形式 (voting不属于升级)
this will be after the company has tried to exclude the resolutionfrom 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
One form of public engagement is puttingforward a shareholder resolution公众参与的一种形式是提出股东决议
One form of escalation that is considered by many institutions is disinvestment撤资也是升级的一种形式
Public engagement
Escalation of Engagement（升级）先低后高，先内后外
3. Steps of engagement
Collective engagement is a key route to maximizing effectiveness from limited resources
Advantages优点
Informal collaboration between investors
Specialist stewardship service providers
Investor association aggregating member views（私下）
Investors must beware of regulatory constraints such asrules against acting in concert. The most significant ofwhich 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
Disadvantages缺点
Some of the main players in the overlay markets are Columbia Threadneedle Investment\"Responsible Engagement Overlay\
Commercial approach
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
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
监督
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
参与
对话：公司和投资者之间的积极讨论其中有两个主要形式
Investor Forum Framwork-prominent among these is theUK's The Investor Forumspan style=\"font-weight: normal;\
Opt in/ opt out: a member actively chooses to participate in an engagement involvinga company in which it is a shareholder. It can also choose to opt out of an engagementat any time 自愿选择参与或者退出
Complementary to members' direct engagement: members are actively encouraged tocontinue 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
Hub and spoke model: a bilateral model is the usual method of communication betweenthe 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 fromany law or regulation governing the use and dissemination of inside information不提供内幕消息
Conflict of interest avoidance: the forum maintains control procedures to avoid conflictsof interest which could impact either its own governance or individual engagement避免利益冲突
Investor Forum投资者论坛十个特征
Noncommercial approach
Collective Stewardship Vehicles
投票关注点(例子）
Abstention（弃权）can sometimes be a useful tool in an engagement processwhere the investor does not have a fixed view on an issue
Different proportions少数服从多数
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 reportingin their votes to approve the report and accounts
some are considering voting against auditors of heavily climate-exposed companieswhich 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 signsof climate awareness where they have key risk exposures
More companies follow the International Accounting Standards Board (IASB) guidance and incorporate material climate change issues in their financialsIASB要求披露气候改变对财务的影响
Common voting resolutions
Hold an active dialogue with the company ahead of the decision投票前与高管交流
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
Any vote will rarely be meaningful in itself because there may be a range ofreasons that an investor might have for voting in any particular way投票后与高管交流
Ways for investors to make their voting activitymore effective and influential让投票活动有效力
Voting
Ⅲ. Engagement
Companies that regularly raise capital（融资） in fixed income markets are becoming moreconscious 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
the size of a holding in the portfolio
lower credit quality issuers (with less balancesheet flexibility to absorb negative ESG impacts)
key themes that are material to sectos
issuers with low ESG scores
The PRI's guide to ESG engagement for fixed income investorsInvestors should prioritize engagement based on:
Corporate fixed income公司债
The ESG approach usually applied in this asset class is screening or an ESG tiltin 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
This makes clear the fledgling nature of engagement in this area and is morefocused 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
The PRI's guide to ESG engagement for sovereign issuer
Sovereign debt主权债
It enables GPs to identify anomalies and achievements; support regular engagement with the portfolio companyon these issues; and strengthen company reporting practices that could have implications at exit
The PRI's guide
Private equity私募股权
Include material ESG risks and opportunities identified during due diligence into thepost-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
Infrastructure基础设施
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
support research on ESG and cliamte risks
support sector initiatives to develop resources to understandrisks and integrate ESG
UNEP FI recommends that real estate investment stakeholders:
Property房地产
Ⅳ. Asset Classes
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
2021年绿色债券支持目录行业分类：一级目录
Investee (Invested Company)
Asset Owner
Investor (Asset Owner)
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