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Harvard Corporation Approved New Voting Guidelines on Climate, Racial Equity, and Cybersecurity in 2022

The Harvard Management Company, which manages Harvard's endowment, is located in the Federal Reserve Bank Building in Boston.
The Harvard Management Company, which manages Harvard's endowment, is located in the Federal Reserve Bank Building in Boston. By Steve S. Li
By Miles J. Herszenhorn and Claire Yuan, Crimson Staff Writers

Harvard’s Corporation Committee on Shareholder Responsibility approved new voting guidelines in 2022 on climate commitments, racial equity audits, and cybersecurity, according to an annual report released Thursday.

The CCSR — which determines how the University votes on shareholder matters related to investments in publicly traded companies — approved four new voting guidelines, updated one preexisting guideline, and voted on 19 shareholder resolutions over the past year. The committee, composed of five members of the Harvard Corporation, is responsible for approving the guidelines and making final voting decisions on behalf of the University.

The CCSR’s decisions followed guidance received from the Advisory Committee on Shareholder Responsibility, according to the report. The ACSR is a 12-member panel of faculty, students, and alumni that drafts voting guidelines and proposes how the University should vote on shareholder resolutions.

William F. Lee ’72, the former senior fellow of the University’s highest governing body, the Harvard Corporation, chaired the CCSR. Guhan Subramanian ’92, a professor at Harvard Law School and Harvard Business School, chaired the advisory committee.

The CCSR also includes Corporation members Mariano-Florentino Cuéllar ’93, Paul J. Finnegan ’75, Diana L. Nelson ’84, and Shirley M. Tilghman.

In addition to publishing four new proxy voting guidelines, the CCSR also approved an update to a preexisting guideline for reporting on climate change. The committees are increasingly turning their work toward creating proxy voting guidelines as the Harvard Management Company has relied more heavily on external investment managers to invest its $50.9 billion endowment in recent years.

The HMC, however, still directly holds shares in some publicly traded companies. The CCSR voted on 19 shareholder resolutions from four different companies: Apple, Intel, Meta, and Walt Disney. The 19 proposals considered by the committees last year were the most since 2018, when the committees voted on 38 resolutions.

The CCSR voted in favor of 14 resolutions, abstained on three resolutions, and voted against two resolutions. The Corporation Committee voted according to the ACSR’s recommendations on 18 of the 19 resolutions, the only exception being a resolution where the ACSR narrowly recommended a vote against, but the CCSR opted to abstain.

The resolution called on Apple to conduct a third-party audit on the company’s civil rights policies and practices, but members of the advisory committee “expressed concern about the prescriptive nature of the request,” while recognizing that “the request for a report seems reasonable and the impetus driving the request is important,” according to the report.

“The members discussed the possible motivation behind the proposal as having to do with protecting children from sexual abuse that is perpetuated by people who leverage certain technologies, e.g., online pornography,” the report said. “The members felt that this important concern deserves a more targeted and better-defined proposal.”

Both the Corporation and advisory committees voted against a proposal to audit Walt Disney’s Diversity, Inclusion, and Belonging training programs, which asked the company’s Board of Directors to review the “impacts arising from Disney-sponsored or -promoted employee training, on civil rights and non-discrimination in the workplace.”

While committee members considered the resolution “largely unobjectionable,” they found the supporting statements to indicate a view that “current diversity training is a form of ‘reverse-racism’ and that it is itself racist and discriminatory against white employees,” the report said.

“Members noted the proponent’s objections to the content of the company’s Diversity, Inclusion, and Belonging training programs, and disparagement of the company’s approach to issues of diversity in general,” the report said. “Members voting against the proposal largely expressed the view that they would not want Harvard associated with the views expressed by the proponent in the statements supporting the resolution.”

A proposal was also put forth for a non-binding advisory shareholder vote on the implementation of Meta’s metaverse project following the publication of a report summarizing the “potential psychological and civil and human rights harms” that could result from abuse of the platform.

Some members expressed that it was “inappropriate to ask shareholders to vote on — a non-binding advisory basis” and does not follow past ACSR precedent. Others felt the proposal assumed harms and risks in the new technology, which “reads as presumptuous and naïve,” the report said.

The advisory committee’s vote was split, and the Corporation committee abstained from the vote.

—Staff writer Miles J. Herszenhorn can be reached at miles.herszenhorn@thecrimson.com. Follow him on Twitter @MHerszenhorn.

—Staff writer Claire Yuan can be reached at claire.yuan@thecrimson.com. Follow her on Twitter @claireyuan33.

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