Editor’s Note: This is the second of several articles on American oil companies and whether their track records on shareholder resolutions on climate change expose them to legal liabilities.
These stories also launch ICN’s Climate Accountability Project, which investigates the role that people, companies and other groups have played in opposing or delaying action on climate change.
A narrative chronology and detailed spreadsheet examine Exxon's refusal to support dozens of shareholder resolutions on climate change since 1990.
By Elizabeth Douglass, InsideClimate News
InsideClimate News reviewed 25 years’ worth of shareholder proposals at the three largest U.S. oil companies—ExxonMobil, Chevron and ConocoPhillips—to see how they responded to investor concerns about climate change.
The examination showed that investors submitted more than 100 climate-related resolutions to prod the companies to acknowledge and quantify the climate risks they face. The measures asked the oil companies to set goals for cutting carbon emissions and take steps to assure their survival in a low-carbon future, among other things. Shareholders voted on 83 of the resolutions, but none of them won the majority vote necessary to pass.
Investors in ExxonMobil, the biggest and richest of the oil giants, were the most active. Over the last two decades, they sought meetings, sent letters and wrote 62 resolutions about climate change. Exxon has rejected all the proposals and done little to ease their concerns. The company did not respond to requests for comment.
Here is a look at the climate change tug-of-war between Exxon and some of its institutional shareholders.
The Exxon Valdez. (Courtesy: US EPA)
1990: The first climate-related shareholder resolution at Exxon came a year after the tanker Exxon Valdez ran aground in Alaska’s Prince William Sound, creating what was then the nation’s largest oil spill and most notorious human-caused environmental disaster. Brion Blackwelder, then a vice president at the environmental group Friends of the Earth, had the right to vote about 250,000 Exxon shares, and his proposal asked Exxon’s board to “develop a company-wide plan to reduce carbon dioxide emissions from the company’s energy production plants and facilities worldwide.” The oil company’s opposition statement dismissed the need for action, noting that “Exxon’s own examination supports the idea that the facts today and the projection of future effects are very unclear.” The proposal won more than 6 percent of the vote.
Late 1997: Father Michael Crosby, a friar at the Province of St. Joseph of the Capuchin Order in Milwaukee, led the charge on a proposal asking Exxon’s directors to report on the impact that climate change would have on the company’s business, what liabilities it might face for contributing to the problem, and how it could cut carbon emissions. Exxon tried to block the resolution by telling the Securities and Exchange Commission that the supporting statement for the resolution was false and misleading because “it implies a scientific certainty on climate change which, in fact, does not exist.”
The case showed that Exxon was using the same climate strategy on its investors that industry groups were using on the public and lawmakers—resist calls for action by creating doubt about the connection between warming and the burning of fossil fuels. In a letter to the SEC, the oil company said there is “great uncertainty surrounding the issue of climate change.” Exxon bolstered its case with more than 60 pages of annotated research papers and excerpts from the most recent report by the Intergovernmental Panel on Climate Change, the leading international body on the subject.
Exxon’s SEC letter also highlighted a comment from Dr. Benjamin Santer of Lawrence Livermore National Laboratory that implied that attributing warming to human activity was not a “done deal.” The quote appeared so prominently in ads taken out by the coal lobby group Western Fuels Association in the Washington Post and elsewhere that Santer complained in an open letter that his views were being mischaracterized. Exxon’s letter was written more than six months after the scientist’s repudiation, but the company still made the quote a key part of its case to regulators.
1998: Exxon lost the fight to disqualify Crosby’s climate resolution, and it was put to a vote at the company’s annual meeting. In its opposition statement to shareholders, Exxon acknowledged that higher levels of carbon dioxide in the atmosphere were a legitimate concern. But the company warned that “important uncertainties remain,” and that emission reduction targets—especially those laid out in the multination Kyoto Protocol—would damage economies. The resolution got 4.5 percent of the vote.
2002: Exxon’s stance on climate change continued to draw criticism from the public and institutional investors. Ceres, a Boston company that coordinates action on issues important to many of the nation’s largest institutional investors, helped fund a report titled, “Risking Shareholder Value? ExxonMobil and Climate Change—An Investigation of Unnecessary Risks and Missed Opportunities.” At Exxon’s annual meeting, a repeat shareholder resolution asked the company to adopt a policy to promote renewable energy. It cited moves by BP and Royal Dutch Shell to make investments in alternative energy. Exxon opposed the measure, saying that renewable energy is not competitive and not a good investment. The renewable energy resolution won an unusually high vote of more than 20 percent, up from 9 percent the prior year.
John D. Rockefeller (Public domain, via Wikimedia Commons)
2006: Through meetings that began in 2004, descendants of John D. Rockefeller, the founder of the oil conglomerate that gave birth to Exxon, attempted to persuade the company to take a proactive role in addressing global warming. In late 2006, one of the heirs, Democratic Sen. Jay Rockefeller of West Virginia, and Republican Sen. Olympia Snowe of Maine urged Exxon’s new CEO, Rex Tillerson, to stop funding climate change skeptics. “ExxonMobil and its partners in denial have manufactured controversy, sown doubt, and impeded progress with strategies all too reminiscent of those used by the tobacco industry for so many years,” they wrote in a letter. Research by Drexel University professor Robert Brulle showed that Exxon continued to fund climate denial groups in traceable ways at least through 2007.
More 2006: In May 2006, a group of Exxon’s large institutional investors sent a letter requesting a meeting with Michael Boskin, a Stanford University economics professor and chairman of the Exxon board committee in charge of environmental oversight. The group, made up of members of the Investor Network on Climate Risk, said it wanted to discuss the company’s “lack of strategic vision on climate change” and the implications for the company. INCR did not get a meeting. Boskin also declined a previous request from Connecticut State Treasurer Denise Nappier and instead offered her a meeting with Exxon staff and a company report.
The investors were unimpressed. “Our company is in effect making a massive bet—with shareholders’ money—that the world will remain addicted to oil for decades, even as its competitors are taking steps to hedge their bets,” the group wrote.
2007: Citing more reliable climate models, Exxon began to publicly acknowledge that global warming was real and that human activity, including the burning of fossil fuels, was a factor. Spokesman Ken Cohen told the Wall Street Journal, “We know enough now—or, society knows enough now—that the risk is serious and action should be taken.” Exxon said it cut off funding for some groups opposed to climate change in 2005, but the oil giant continued to support the U.S. Chamber of Commerce and the American Legislative Exchange Council (ALEC)—groups that have lobbied against climate-related government policies.
More 2007: Boskin, the Exxon board committee chair, continued to turn down meeting requests from the coalition of institutional investors. So in April 2007, Connecticut treasurer Nappier wrote to fellow Exxon shareholders urging them to withhold votes for Boskin’s re-election to the company’s board. The investor group backed the effort, but Boskin was easily re-elected. Last month, he was elected to serve his 20th year on the board. Boskin, the longest-serving member on Exxon’s board, did not respond to an e-mail seeking comment for this story.
Exxon CEO Rex Tillerson (Courtesy: Exxon)
2008: A month before Exxon’s annual meeting, heirs to the Rockefeller oil fortune held a press conference to publicly express their concern about the company’s attitude toward climate change and other issues. Neva Rockefeller Goodwin, a Tufts University economist and great granddaughter of the oil magnate, said she and other Rockefeller descendants were backing four shareholder resolutions and urging other investors to do the same. One proposal sought to install an independent chairman to direct board committees and activities instead of allowing Tillerson to control both the company and the board as CEO and chairman. Five of the 16 shareholder proposals on Exxon’s annual meeting ballot made specific references to climate change or renewable energy. The top vote-getter among them was the resolution asking the oil company to set targets for reducing greenhouse gas emissions—for the second year in a row, it won support from almost a third of Exxon shareholders. The measure to split the CEO and chairman positions got 39.5 percent approval.
2014: Long-term investors in Exxon were getting worried. Reports from The Carbon Tracker Initiative, a nonprofit financial think tank, were highlighting the potential for oil company reserves to become unburnable—or stranded—under strict carbon emissions limits. And an HSBC oil markets report suggested that if demand for fossil fuels fell because of climate-related market shifts or some other reason, then prices for oil and natural gas could fall as well. That could leave oil majors with unprofitable reserves, and the companies could lose 40 percent to 60 percent of their market value. Exxon shareholders Arjuna Capital and the nonprofit As You Sow submitted a resolution for the 2014 annual meeting asking the oil company to write a report about those risks and how much of its reserves might be affected.
Andy Behar, president of As You Sow. (Photo by Nels Israelson via Flickr Creative Commons https://creativecommons.org/
The sponsors withdrew the resolution after the company agreed to report on how much of its oil and gas reserves would become unsellable—or stranded—if a global treaty decreased fossil fuel demand. This was considered a victory for shareholders, but Exxon’s 30-page report, released in March 2014, declared it “highly unlikely” that governments would enact strong enough policies to affect demand.
“The report essentially said, ‘There is no risk, there will be no stranded assets. We're going to extract every last drop and burn every last drop,’” said Andy Behar, president of California-based As You Sow, an advocacy group and co-sponsor of the carbon asset risk resolution.
“We all know that's just not going to be the case,” Behar said. “So they are no longer climate deniers, but now they are asset-risk deniers.”
More 2014: In September, Neva Rockefeller Goodwin and others announced that the Rockefeller Brothers Fund would sell off its $45 million in fossil fuel investments, starting with coal and oil sands holdings, and shedding any remaining holdings gradually over several years. The announcement boosted the fossil fuel divestment movement’s visibility and momentum.
2015: At this year’s annual meeting, Exxon shareholders voted on climate-related proposals to: put a climate expert on the board (21 percent support); provide more disclosure about lobbying (21 percent support); and set goals for cutting greenhouse gas emissions (9.6 percent).
The greenhouse gas result was a disappointment for sponsors from the Interfaith Center on Corporate Responsibility, a coalition of investors with $100 billion in assets, which had helped rally institutional investor support for the measure. That support was more than offset by “no” votes from clients of proxy advisory firm Institutional Shareholder Services. ISS opposed the resolution this year, reversing itself after supporting the measure for years. The 9.6 percent approval was down from more than 20 percent in 2014.
More 2015: In responding to shareholder questions at the annual meeting, CEO Tillerson said climate change modeling is “not that good,” and that the issue represented a risk that the company would manage like any other business risk. He also made it clear that Exxon had no intention of investing in renewable energy, telling the shareholders, “We choose not to lose money on purpose.”
Naveena Sadasivam contributed to this report.
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