JUST CapitalBeta
Acts ethically at the leadership level
Shareholders & Governance
Owners voting their values can deliver most of the outcome.
Why shareholder democracy is pivotal
Whether a company's leaders deal honestly, and whether the company owns its wrongdoing when they do not, is made of what the company itself does, which places the whole of this outcome in the hands of boards and the owners who elect them. Misconduct of this kind runs through the top of the house rather than around it: the OECD's analysis of 427 concluded foreign bribery cases found that in 53 percent of them corporate management or the chief executive knew of and endorsed the bribery. Shareholders have won concrete change on exactly that ground. Activision Blizzard's investors approved a New York State Common Retirement Fund proposal in June 2022, against the board's advice and with 67 percent of voting shares, for annual public reporting on abuse, harassment and discrimination, and the company's own proxy the following year states that its Transparency Report was intended to respond to that engagement and to the requests in the proposal; the report recorded 114 reports received in 2022, 36 concerns substantiated and 39 corrective actions. A coalition of 54 pension, labour and faith funds holding more than 4 trillion dollars obtained opioid risk assessments at twelve companies, misconduct clawback policies at ten, and separation of the chair and chief executive roles at the three big drug distributors, McKesson, Cardinal Health and AmerisourceBergen. The same industry shows what corporate political money does here. The Healthcare Distribution Alliance, the trade association of those three distributors, pushed the Ensuring Patient Access and Effective Drug Enforcement Act of 2016, with its federal affairs vice president authoring a letter of support that went out under the names of patient groups and its political committee giving 5,000 dollars each to two co-sponsors, while the drug companies spent 106 million dollars lobbying Congress over the two years the bill was considered and a senior Drug Enforcement Administration representative said the agency was forced to accept a deal it did not want. The bill's sponsors deny that account, one of them telling reporters to leave the conspiracy theories to Netflix. Banks and their trade groups, the U.S. Chamber of Commerce among them, went further in 2017 and had Congress repeal the consumer bureau's rule against using arbitration clauses to block class actions, a repeal that also bars regulators from writing a similar rule again, though it passed 51 to 50 only on the Vice President's tie-breaking vote. Those campaigns narrow what happens to a company after misconduct rather than deciding whether misconduct happens, and honest dealing remains something a board can require of its executives on any day it chooses, which is why this sits at the top of the scale.
How this was scoredPivotal
Pivotal. Owners voting their values can deliver most of the outcome.
We have not yet written down the two answers behind this rating. Recording them on every item, so a reader can check the reasoning and not only the conclusion, is work in progress.
Every rating is the higher of two answers, one for what companies do and one for what they spend to stop the outcome, because the same vote reaches both. See the full method.
Sources
- We Asked the American People What They Want From Corporate America, Here's What They Said, JUST Capital
- OECD Foreign Bribery Report: An Analysis of the Crime of Bribery of Foreign Public Officials, OECD (summarised by HFW; figures checked against the report itself)
- Activision Blizzard shareholders approve proposal for report on abuse and harassment, CNBC
- Activision Blizzard, Inc. 2023 Proxy Statement (DEF 14A), Activision Blizzard via SEC EDGAR
- Activision Blizzard substantiated more than two dozen misconduct incidents by employees last year, Axios
- Shareholders told opioid companies they had an oversight problem; they're starting to listen, Interfaith Center on Corporate Responsibility
- Opioid Lobbyist Left a Digital Fingerprint on a Campaign by 'Patient Advocates', The Intercept
- Ex-DEA agent: Opioid crisis fueled by drug industry and Congress, CBS News, 60 Minutes, with The Washington Post
- Sen. Joe Manchin introduces bill to repeal 2016 law after 60 Minutes report on opioid epidemic, CBS News
- Public Law 115-74, Joint Resolution providing for congressional disapproval of the CFPB rule relating to Arbitration Agreements, U.S. Government Publishing Office
- Republicans, Wall Street score victory in dismantling class-action rule, CNBC (Reuters)
- McKesson Corporation 2021 Proxy Statement (DEF 14A), McKesson Corporation via SEC EDGAR
What civil society organizations are helping owners on this
A coalition of 54 institutional investors with 3.5 trillion dollars in assets, formed in July 2017, that engaged opioid manufacturers, distributors and pharmacies on independent board chairs, board oversight of opioid risk, misconduct clawback policies, exclusion of legal costs from pay metrics and political spending disclosure.
The Opioid Crisis, Interfaith Center on Corporate Responsibility, 2019
Co-led the Investors for Opioid Accountability coalition and reported that its engagements produced opioid risk assessments at twelve companies, misconduct clawback policies at ten, chair and CEO separation at McKesson, Cardinal Health and AmerisourceBergen, and majority votes on seven resolutions.
Joined the coalition in 2017 and led a lobbying disclosure resolution at Mallinckrodt that received an 80 percent vote, and filed proposals for independent board chairs.
Pharma Accountability Coalition Notches Notable Wins, United Church Funds, 2021-04
9 campaigns on record
The annual say-on-pay advisory vote asked shareholders to approve a $107 million compensation package for Comcast's co-CEOs for 2025, including a $35 million one-time stock grant to Co-CEO Michael Cavanagh tied to his promotion.
Result: Comcast's Class A shareholders voted about 32.83% in favor and 67.17% against at the June 10, 2026 annual meeting; overall company-wide say-on-pay support (including Class B votes) was 58.43%. This was the company's annual management-sponsored say-on-pay advisory vote, not a shareholder-filed resolution.
we found no documented change; the compensation structure remained in place because Comcast's dual-class voting structure gives Class B shares, controlled by the Roberts family, about one-third of total voting power regardless of the Class A result.
The proposal asked Disney to end its participation in the Human Rights Campaign's Corporate Equality Index, which the filer described as reflecting a partisan and increasingly racial agenda rather than neutral corporate governance.
Result: Rejected by shareholders, receiving about 1% support at the 2025 annual meeting.
we found no documented change; Disney continued its participation in the index.
The proposals asked each company's board to revisit its executive incentive-pay guidelines and consider eliminating what NLPC characterized as 'discriminatory' DEI-related milestones from executive compensation plans.
Result: The companies sought SEC no-action relief to exclude the proposals from their proxy statements; the SEC's Division of Corporation Finance declined to allow exclusion on 'substantial implementation' grounds, so the proposals had to be included.
we found no documented change to the companies' executive pay plans as a result of these specific proposals in the source reviewed.
Shareholders were asked to re-approve Elon Musk's 2018 pay package, worth up to about $56 billion, after a Delaware court voided it, and separately to approve moving Tesla's legal home from Delaware to Texas.
Result: Shareholders approved restoring the pay package by a wide margin at the June 2024 annual meeting. This was a management-sponsored compensation ratification vote, not a shareholder-filed resolution.
we found no documented change beyond shareholders restoring the pay package and approving reincorporation in Texas; the underlying Delaware court ruling that the pay process was flawed was not itself reversed by the vote.
Elon Musk wins back his $44.9 billion Tesla pay package in shareholder vote, NPR
The proposal asked Activision Blizzard to publish an annual public report on the effectiveness of its efforts to reduce workplace discrimination, harassment, and abuse, including settlement figures and pending case data.
Result: Approved by shareholders at the June 2022 annual meeting despite the board's recommendation to vote against it; proxy advisors ISS and Glass Lewis both endorsed the proposal.
Activision Blizzard published a transparency report in 2023 disclosing 114 harassment, discrimination, or retaliation reports received in 2022, of which 29 were substantiated, along with more than 36 corrective actions taken.
Activision Blizzard shareholders approve proposal for report on abuse and harassment, CNBC
Stop using adjusted accounting that excludes opioid settlement costs from executive pay calculations and hold executives financially accountable for the settlements.
Result: Say-on-pay support fell to 61 percent at Cardinal Health, 57 percent at Johnson & Johnson and 52 percent at AmerisourceBergen, down from about 90 percent in 2017; all pay proposals passed.
McKesson's board cut CEO Brian Tyler's pay by 2.9 million dollars in connection with the 8.1 billion dollar opioid settlement, the only one of the four companies to do so.
McKesson cuts CEO pay after shareholders demand opioid accountability, The Washington Post, 2021-06
Vote against the say-on-pay proposal because the compensation committee excluded a 5.6 billion dollar opioid charge when calculating bonuses, turning a 4.1 billion dollar operating loss into a 2.4 billion dollar profit for bonus purposes.
Result: not stated in source
Adopt independent board chairs, board-level opioid risk reports, misconduct clawback policies and disclosure of lobbying and political spending.
Result: Seven resolutions received majority votes at Rite Aid, Walgreens, Mallinckrodt, Mylan and Assertio Therapeutics; two resolutions at AmerisourceBergen received majority support from independent voters; 52 percent of proposals led to agreements with companies.
Twelve companies agreed to conduct opioid risk assessments, ten adopted misconduct clawback policies, McKesson, Cardinal Health and AmerisourceBergen separated the chair and CEO roles, and two agreed to disclose adjusted metrics excluding legal costs.
Investors called on the Wells Fargo board to claw back pay from executives responsible for the bank's fake-accounts scandal and used the annual director election to signal accountability for oversight failures.
Result: Four of Wells Fargo's 15 directors, including then-chairman Stephen Sanger, received less than 60% shareholder support at the April 2017 annual meeting, far below the roughly 95% typical for uncontested directors. Mechanism: a vote-no / withhold campaign in the annual director election.
All twelve nominated directors were re-elected, several with unusually low support. We found no documented board change attributable to this vote. The board's clawback of pay from John Stumpf and Carrie Tolstedt happened in September 2016, seven months earlier, and was not a result of this vote.
Related subjects on other maps
How this rating was made
Every item on every one of our maps is read against one question: how far does this depend on the people who own companies voting their values? We answer it twice, once for what companies do and once for what they spend to stop the outcome, and take whichever answer is higher, since the same vote reaches both. The score carries its reasoning and its sources so that a reader can check it rather than take it.
- Pivotal. Owners voting their values can deliver most of the outcome.
- Necessary. Owners remove an obstacle nothing else removes, and others must also act.
- Helpful. Owners voting their values help, and others carry most of it.
- Independent. This moves without owners. Other levers carry it.
The advocacy record on this page holds only what a source we opened says happened. Where we searched and found nothing, the page says so rather than leaving a silence. Where a campaign names a filer the source does not name, it says that too. Ratings are ours; the list of subjects is JUST Capital's, and we link to their original.
How we score dependency, in full.