In the late 1990s, some shareholders became concerned that new practices in subprime mortgage lending could harm low-income borrowers. Companies like Wells Fargo received shareholder resolutions asking them to adopt anti-predatory-lending policies. Wells engaged in discussions with the shareholders and ultimately implemented practices that helped keep its mortgage origination business relatively free of "toxic mortgages."
However, these kinds of successes were not common during the mid-2000s, when the mortgage industry was driven to generate ever more volume with declining concern about quality. Shareholders had even less success raising concerns about the increasing reliance of banks on complex financial tools whose risks were not well understood.
Perhaps fueled in part by the weak corporate policies that underpinned the financial crisis, engagement between companies and shareholders has become an accepted part of mainstream corporate governance. In 2014, governance stalwarts such as Calpers and traditional asset managers such as Fidelity and Vanguard endorsed a letter calling for greater dialogue between shareholders and corporate directors. Recently, David Katz of Wachtell Lipton, a trusted legal adviser to corporations, wrote that shareholder engagement should be "at the top of every well-advised board's to-do list." And BlackRock, the world's largest asset manager, partnered with the environmental group Ceres to produce a how-to guide on the subject.
But dialogue between shareholders and companies adds value only if both sides approach that dialogue in the right spirit. The interests of long-term investors — to maximize the value of their investment — align well with those of companies. Shareholders can offer valuable perspective about a company's corporate governance and its relationship to outside stakeholders — customers, employees, communities, regulators and others.
Our name for this kind of constructive dialogue is the "Shareholder Alignment Frontier."
This concept is especially important for companies that are built on intangible assets such as knowledge, brand and innovation — essentially, the company's network of relationships. Thanks to inexpensive and instantaneous modes of global communication, the value of these networks has exploded over the past two decades. But the "networked corporation" also faces heightened challenges, including short-term thinking, disruptive cultural change and increased scrutiny on corporate environmental impact.
Conflict between companies and stakeholders over these concerns may be a key source of corporate risk because of the critical role stakeholders play in generating operating results. Engaged, loyal and supportive stakeholders contribute to superior results, while disaffected or skeptical stakeholders may do the opposite. Understanding the dynamics of stakeholder relationships may yield key strategic insights for companies and their investors.
Here's where the distinct relationship between companies and shareholders becomes invaluable. A company's long-term shareholders often have a greater breadth of experience, collectively, than management teams in recognizing and responding to stakeholder issues. For instance, shareholder dialogue has helped industrial, agricultural and real estate companies to reframe environmentalist calls to reduce greenhouse gas emissions as an opportunity to boost operational efficiency and reduce waste, rather than simply an increase in costs. We've introduced a free tool, called the BRAVE Matrix (for Business Relationship Analytics for Value Enhancement), that offers one method for linking stakeholder relationships with key value drivers such as reputation.
Today's leading companies understand that their most important relationship is with their shareholders. That relationship should be a partnership, even when the parties disagree.
John K.S. Wilson is the head of corporate governance, engagement and research at Cornerstone Capital Group. Prior to Cornerstone, he was the director of corporate governance at TIAA-CREF and the director of socially responsible investing at the Christian Brothers Investment Services. He is also an adjunct assistant professor at the Columbia University Graduate School of Business.
Erika Karp is the founder and chief executive of Cornerstone Capital Inc., a New York-based firm offering investment banking, strategic consulting and investment management. Previously, she was managing director and head of global sector research at UBS Investment Bank.