ESG Concepts, Glossary

ESG Concepts

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There are currently 150 ESG Concepts in this directory
Accounting Manipulation
The purposeful misapplication of generally accepted accounting standards in order to inflate reported financial results. Accounting manipulation, when it occurs, is intended to hide financial failures or fraud from auditors and stakeholders. [Source: Stanford: Corporate Governance Research Initiative]

Accounting Quality
Accounting quality reflects the degree to which accounting figures precisely measure a company’s change in financial position, earnings, and cash flow during a reporting period. [Source: Stanford: Corporate Governance Research Initiative]

Active Investors
Investors who are active in the trading of company securities (as opposed to passive investors). Active investors tend to care greatly about individual company outcomes. As a result, they might try to influence corporate activities to improve company performance (such as by meeting with management, lobbying to have board members removed, voicing concern over compensation practices, or advancing policy measures through the annual proxy). [Source: Stanford: Corporate Governance Research Initiative]

Active Ownership
This refers to investors addressing concerns of environmental, social and governance (ESG) issues by voting on such topics or engaging corporate managers and boards of directors on them. Active ownership is utilized to address business strategy and decisions made by the corporation in an effort to reduce risk and enhance sustainable long-term shareholder value. [Source: Swiss Sustainable Finance]

Activist Investors
Investors who try to use an ownership position to actively pursue governance changes at a corporation. The objectives of the activist investor might differ from those of other shareholders. Examples of activist investors might include the following: Pension funds that manage assets on behalf of union employees, Institutional funds with a social mission, such as environmental, religious, or humanitarian causes, Hedge fund managers driven by a desire for short-term gain, Individual investors with outspoken personal beliefs. [Source: Stanford: Corporate Governance Research Initiative]

Agency Problem
A situation of misaligned incentives which arises when a third-party agent is hired to act on one’s behalf. In a corporate setting, agency problems occur when a manager who is hired to run a company in the interest of shareholders and stakeholders takes actions which benefit himself or herself, with the costs borne by corporation and by extension, shareholders, etc. For example, an executive might manipulate accounting results to increase the size of his or her bonus, or might pursue an expensive acquisition, even though these actions are value destroying. Agency problems can be mitigated through corporate governance features which restrict or discourage these actions or through incentives which align the interest of management and the corporation. [Source: Stanford: Corporate Governance Research Initiative]

Aligned Incentives
In economic terms, where senior executive corporate goals and related compensation are in sync with the interests of shareholders. [Source: Stanford: Corporate Governance Research Initiative]

Asset Overlays
This refers to exclusionary screens that do not just apply to a specific sustainable investment product, but instead to the whole asset base of an asset manager or institutional investor. Often such criteria apply to controversial weapons such as cluster bombs, land mines and nuclear weapons. [Source: Swiss Sustainable Finance]

Audit Committee
The audit committee is responsible for overseeing the company’s external audit and is the primary contact between the auditor and the company. This reporting relationship is intended to prevent management manipulation of the audit. [Source: Stanford: Corporate Governance Research Initiative]

Best In Class / Positive Screening
Approach in which a company's or issuer's environmental, social and governance (ESG) performance is compared with the ESG performance of its peers (i.e. of the same sector or category) based on a sustainability rating. All companies or issuers with a rating above a defined threshold are considered as investable. The threshold can be set at different levels (e.g. 30% best performing companies or all companies that reach a minimum ESG score). [Source: Swiss Sustainable Finance]

Blank Check Preferred Stock
A class of unissued preferred stock that is provided for in the articles of incorporation and that the company can issue when threatened by a corporate raider. The purchaser of the preferred stock obtains an economic position senior to that of common shareholders and also typically receives significant voting rights. Combined, these are used to block a corporate raider seeking to take control of the company or its board of directors. [Source: Stanford: Corporate Governance Research Initiative]

Blended Finance
Blended finance refers to the complementary use of grants (usually from public sources) and non-grant financing from private and/or public sources. Such structures are used to make infrastructure and sustainability projects that would otherwise not be financially sustainable attractive for private investors. The IFC uses the term blended finance to distinguish it from ‘concessional finance’, which requires a minimum 25% grant element. Although blended finance has a concessional component, the subsidy portion of the investment is minimised in order to avoid crowding out private financing. [Source: Swiss Sustainable Finance]

Blockholder
An investor with a significant ownership position in a company’s common stock. No regulatory statute classifies an investor as a blockholder, although researchers generally define a blockholder as any shareholder with at least a 1 to 5 percent stake. A blockholder can be an executive, a director, an individual shareholder, another corporation, or an institutional investor. Blockholders with large ownership positions can exert significant influence (positive or negative) on the governance of a firm. [Source: Stanford: Corporate Governance Research Initiative]

Board Diversity
The degree to which individual directors on a board represent a wide range of personal or professional backgrounds, experiences, or viewpoints. [Source: Stanford: Corporate Governance Research Initiative]

Board of Directors
A group of individuals elected to represent the interests of shareholders and monitor the corporation and its management. Generally speaking, a board serves two roles: an advisory role and an oversight role. In its advisory capacity, the board consults with management regarding the strategic and operational direction of the company. Attention is paid to decisions that balance risk and reward. Board members are selected based on the skill and expertise they offer for this purpose, including previous experience in a relevant industry or function. In its oversight capacity, the board is expected to monitor management and ensure that it is acting diligently in the interests of shareholders. [Source: Stanford: Corporate Governance Research Initiative]

Board Quality
Boards play a critical role in crisis management, oversight, and risk management – setting the tone at the top before incidents occur. From an investment standpoint, issues such as director independence, board composition, experience, perspectives and tenure are important because they protect shareholder value. Board composition, executive compensation, business ethics and accounting practices all reflect a board’s judgment and priorities. [Source: Nuveen]

Board Structure
A description of a board based on its prominent structural attributes, such as size, professional and demographic information about the directors serving on it, their independence from management, number of committees, director compensation, etc. [Source: Stanford: Corporate Governance Research Initiative]

Broad SI
Sustainability criteria and approaches can be applied to mainstream products or the full asset base of a fund manager or institutional asset owner by integrating them in the investment process. The application of sustainability in these cases relies on a general sustainability policy/approach instead of a product-specific policy referred to in the product prospectus. Usually, such mainstream sustainable investments apply one of the following approaches or a combination thereof: exclusions, norms-based screening, ESG integration, ESG voting, ESG integration. [Source: Swiss Sustainable Finance]

Broker Nonvote
The shares held at a brokerage firm are registered under the name of the brokerage (“street name”), even though they are beneficially owned by the individual. Brokers are required to forward these shares to the beneficial owner and vote according to owner instructions. If the broker does not receive instructions within 10 days of the vote date, a broker nonvote is said to occur. The treatment of broker non votes can be important in determining the outcome of closely contested proxy battles. [Source: Stanford: Corporate Governance Research Initiative]

Bullet Dodging
The practice of waiting to award stock options to an executive or employee until after the release of unexpected negative news that is likely to drive down the price of a stock. [Source: Stanford: Corporate Governance Research Initiative]

Busy Boards
Companies whose directors sit on multiple boards. The numeric threshold that constitutes a “busy” director is subject to discretion, although researchers generally consider a director to be busy if he or she sits on three or more boards. Similarly, a “busy” board is one in which a significant number of directors are busy. This practice is also referred to as 'Overboarding'. [Source: Stanford: Corporate Governance Research Initiative]

Carbon Finance
Generic term for financial services related to mitigation of and adaptation to climate change. It specifically refers to investments in greenhouse gas emission reduction projects and the related creation of CO2-certificates, financial instruments that are tradable on carbon markets. [Source: Swiss Sustainable Finance]

Carbon Footprint
A measure of the total greenhouse gas emissions, expressed in tons of carbon dioxide. It is one way to assess the potential impact of climate change on a portfolio. Emissions can be classified as Scope 1,2 and 3. [Source: Schroders]

Carbon Neutral
This occurs when an organisation’s net carbon emissions is equal to zero. The process requires measuring total CO2 emissions, taking active steps to reduce emissions where the company can, and then purchasing CO2-certificates to offset CO2 emissions that cannot be eliminated from a company's operations. The CO2- certificates contribute to financing projects reducing CO2-emissions (i.e. by replacing fossil power generation with renewable energy projects). [Source: Swiss Sustainable Finance]

Carbon Pricing
The cost of emitting CO2 into the atmosphere, either in the form of a fee per tonne of CO2 emitted, or an incentive that’s offered for emitting less. Putting an economic cost on emissions is widely considered the most efficient way to encourage polluters to reduce what they release into the atmosphere. [Source: Allianz]

Chairman of the Board
The director who presides over meetings of the full board of directors. The chairman is responsible for setting the agenda, scheduling meetings, and coordinating actions of board committees. Traditionally, the CEO has served as the chairman of the board in most U.S. corporations. In recent years, however, it has become more common for a nonexecutive director to serve as chair. [Source: Stanford: Corporate Governance Research Initiative]

Circular Economy
An economic system designed to produce no waste or pollution. [Source: Schroders]

Clawbacks and Deferred Payouts
Provisions in the executive compensation contract that enable a company to reclaim compensation in future years if it becomes clear that bonus compensation should not have been awarded previously. Clawbacks are intended to discourage executives from artificially inflating financial results to increase the value of their bonuses. The Dodd-Frank Wall Street Reform Act requires that companies develop, implement, and disclose clawback policies. [Source: Stanford: Corporate Governance Research Initiative]

Clean Technology
A range of products, services and processes that reduce the use of natural resources, cut or eliminate emissions and waste. It was considered a niche area of investment two decades ago but has become a focus for most major companies. [Source: Allianz]

Climate change
Significant long-term change in the climate of a given region. Global scientific consensus is that the planet is currently experiencing a change in climate with over 97% of actively publishing climate scientists agreeing that this is the case. [Source: Invesco]

Climate Risk
The investment risk resulting from a failure to keep global temperature rises to below 2°C above pre-industrial levels. [Source: Schroders]

Cluster Munitions And Anti-Personnel Mines
Cluster munitions are weapons designed to disperse multiple explosive sub-munitions. Anti-personnel mines are explosive devices designed to harm or kill civilians. Schroders fully supports the international conventions on cluster munitions and APMs. Consistent with this support, and in line with our commitment to responsible investment, we will not knowingly hold any security that derives revenue from or provides funding for either. [Source: Schroders]

Community Investing
Directing investment capital to communities that are underserved by traditional financial services institutions. Generally provides access to credit, equity, capital, housing, and basic banking products that these communities would otherwise lack. [Source: Swiss Sustainable Finance]

Compensation Committee
The committee of the board that is responsible for setting the compensation of the CEO and for advising the CEO on the compensation of other senior executives. [Source: Stanford: Corporate Governance Research Initiative]

Corporate Citizenship
The concept that corporations have both rights and obligations to the societies and jurisdictions in which they operate, and are themselves stakeholders within society. [Source: Global Affairs Associates]

Corporate Governance
Corporate Governance (or Governance factors) within ESG criteria in the context of investing refer to the system of policies and practices by which a company is directed and controlled. They include but are not limited to transparency on Board compensation, independence of Boards and shareholder rights. In broader terms, the need for corporate governance rests on the idea that when separation exists between the ownership of a company and its management, self-interested executives have the opportunity to take actions that benefit themselves, with shareholders and stakeholders bearing the cost of these actions. This scenario is typically referred to as the “agency problem,” with the costs resulting from this problem described as “agency costs.” Executives make investment, financing, and operating decisions that better themselves at the expense of other parties related to the firm. To lessen agency costs, some type of control or monitoring system is put in place in the organization. That system of checks and balances is called “corporate governance.” At a minimum, a governance system consists of a board of directors to oversee management and an external auditor to express an opinion on the reliability of financial statements. In most cases, however, governance systems are influenced by a much broader group of constituents, including owners of the firm, creditors, labor unions, customers, suppliers, investment analysts, the media, and regulators who all influence managerial behavior. [Source: Stanford: Corporate Governance Research Initiative]

Corporate Responsibility
The responsibility of corporations to generate profit in an ethical way. [Source: Global Affairs Associates]

CSR - Corporate Social Responsibility
The responsibility of corporations to contribute positively to society. This term refers to the commitment of an organisation, beyond what is required by law, to ensure that the social, economic and environmental impacts of their actions create a net benefit to communities and society. This is founded on the belief that all corporations have a ‘duty of care’ to all their stakeholders in every area of their business operations and that being a responsible citizen improves the long-term business success of a company. [Source: Global Affairs Associates]

Divestment
The sale of an asset for social or political goals. Examples of divestment include the selling of South African assets during the apartheid era or, more recently, investments in fossil fuel-related assets. In many regions, local legislation drives divestment guidelines, which can influence the extent to which public funds can or cannot invest in certain regions. Divestment is also sometimes known as divestiture. [Source: Schroders]

Double Bottom Line
A term used to describe the combination of quantitative + qualitative analysis embraced by socially conscious investors. The qualitative analysis overlay generally differentiates responsible investing from its conventional roots and competitors. [Source: First Affirmative Financial Network]

Dual-class Shares
A company with dual-class shares has more than one class of common stock. In general, each class has equal economic interest in the company but unequal voting rights. Dual-class stock thus tends to weaken the influence of public shareholders and are considered an effective antitakeover defense. [Source: Stanford: Corporate Governance Research Initiative]

Duty of Candor
A fiduciary duty, it requires that management and the board inform shareholders of all information that is important to their evaluation of the company and its management. [Source: Stanford: Corporate Governance Research Initiative]

Duty of Care
A fiduciary duty, it requires that a director make decisions with due deliberation. [Source: Stanford: Corporate Governance Research Initiative]

Duty of Loyalty
A fiduciary duty, it addresses conflicts of interest. For example, if management is considering a transaction with a company in which a director has a significant financial interest, the duty of loyalty requires that the terms of the transaction promote the interests of the shareholders over those of the director. [ Source: Stanford: Corporate Governance Research Initiative]

Echo Voting
A system through which the proxies of a passive investment strategy are voted at the direction of an actively managed investment strategy. [Source: Invesco]

Economically Targeted Investing
Investments that seek to promote economic development in local communities and organizations, in addition to competitive financial returns. The investments may be targeted at job creation, generating small business loans, improvement in the affordable housing stock or enhancing infrastructure. [Source: Schroders]

Empire Building
A situation in which management seeks to acquire another company primarily for the sake of managing a larger enterprise. Empire building is a type of agency problem that effective corporate governance systems are expected to prevent. [Source: Stanford: Corporate Governance Research Initiative]

Engagement
The use of shareholder power to influence corporate behaviour, including through direct corporate engagement (i.e., communicating with senior management and/or boards of companies) is guided by comprehensive ESG guidelines. Engagement is an integral part of active ownership. [Source: Allianz]

Environmental Funds
Funds that are primarily exposed to sustainable environmental themes such as clean energy, water and waste, or invest in companies with positive environmental management. [Source: Schroders]

Environmental Lending
Refers to lending activities for environmental projects or companies often provided by multinational development banks. The term also covers lending activities with clear procedures to assess environmental risks of projects or companies. In some cases, banks provide preferential interest rates for environmental projects (i.e. environmental mortgages for low energy buildings). [Source: Swiss Sustainable Finance]

ESG - Environmental, Social, Governance
A wide spectrum of environmental, social, and corporate governance considerations that may impact a company’s ability to execute its business strategy and create value over the long term. ESG analysis includes collecting information on how an investment target manages environmental, social and governance factors. When an investment institution wishes to track how potential investments (i.e. companies, countries and issuers) actively manage ESG risks and opportunities they carry out an ESG Analysis. There is growing evidence suggesting that companies with a strong performance in managing environmental, social and governance factors manage their risks and opportunities more effectively and have lower costs of capital. ESG factors, when integrated into investment analysis and decision-making, may therefore offer investors better insights into opportunities and risks. [Source: Global Affairs Associates]

ESG Engagement
Engagement is an activity performed by shareholders with the goal of convincing management to take account of environmental, social and governance criteria. This dialogue includes communicating with senior management and/or boards of companies and filing or co-filing shareholder proposals. Successful engagement can lead to changes in a company' s strategy and processes so as to improve ESG performance and reduce risks. [Source: Swiss Sustainable Finance]

ESG Integration
The explicit inclusion by investors of ESG risks and opportunities into traditional financial analysis and investment decisions based on a systematic process and appropriate research sources. In the context of Sustainable Investment, this refers to ensuring that environmental, social and governance factors are given full consideration and research support, as an integral part of the investment decision-making process. This analysis therefore becomes fully integrated into the overall financial analysis of standard investment products. [Source: Swiss Sustainable Finance]

ESG Voting
This refers to investors addressing concerns of environmental, social and governance (ESG) issues by actively exercising their voting rights based on ESG principles or an ESG policy. [Source: Swiss Sustainable Finance]

ETF - Exchange Traded Fund
A security that tracks an index, a commodity, or a basket of assets like a mutual fund, but trades like a stock on an exchange. Like a stock, ETFs experience intradaily price changes. [Source: First Affirmative Financial Network]

Ethical Investment
Investments where the main motivation is aligning the ethical values of an organisation or a person with investments. In comparison to sustainable investments which are based on the conviction that an active management of environmental, social and governance risks and opportunities improves the long-term performance of a company, an ethical investment is mainly guided by ethical codes, religious beliefs or personal values and is often carried out using exclusionary screening. [Source: Swiss Sustainable Finance]

Exclusionary Screening
An investment strategy excluding companies, countries or issuers on the grounds of activities considered as not investable. Exclusion criteria can refer to product categories (e.g. weapons, tobacco) activities (e.g. animal testing) or practices (e.g. severe violation of human rights, corruption). They can also be based on personal values (e.g. gambling) or on risk considerations (e.g. nuclear power). Exclusionary screening is also known as negative screening. It is a common mistake to assume that SRI “screening” is simply exclusionary, or only involves negative screens. In reality, SRI screens are being used more and more frequently to identify and invest in companies that are leaders in adopting clean technologies, managing environmental impacts, and integrating exceptional social and governance practices. [Source: Swiss Sustainable Finance]

Extra-financial factors
Factors that are not the usual, fi nancial variables considered in investment analysis and whose monetary impacts are typically hard to quantify. The term can be applied to any measure whose unit of measurement is not monetary. [Source: Schroders]

Fiduciary Duty
In broad terms, fiduciary duty refers to the duty of the board of directors to act in the interest of the corporation. In the institutional investment context, trustees of pension funds owe fiduciary duties to beneficiaries to exercise reasonable care, skill and caution in pursuing an overall investment strategy suitable to the purpose of the trust and to act prudently and for a proper purpose. The explicit legal nature of fiduciary duty varies depending on the country of origin. While most institutional investment funds strive to create financial benefits for their beneficiaries, it is also possible for trust deeds explicitly to require trustees to consider ESG factors in investments. Against the backdrop that there is increasing evidence supporting the materiality of ESG issues, some legal experts conclude that it is part of the fiduciary duty of a trustee to consider such opportunities and risks in investment processes. [Source: Swiss Sustainable Finance]

Freshfields Report
Freshfields is an international law firm based in London. The original report, A Legal Framework for the Integration of Environmental, Social and Governance Issues into Institutional Investment (2005), provided assurance to institutional investors that the consideration of ESG issues is firmly grounded within the bounds of fiduciary duty. This landmark report was followed by Fiduciary Responsibility—Legal and Practical Aspects of Integrating Environmental, Social and Governance Issues into Institutional Investment (2009). The report provides a legal roadmap for fiduciaries looking for concrete steps to operationalize their commitment to responsible investment. [Source: First Affirmative Financial Network]

Friendly Acquisition
A situation in which a target company is open to receiving a takeover offer from an acquiring firm. The opposite of a friendly acquisition is a “hostile takeover.” [Source: Stanford: Corporate Governance Research Initiative]

Gender Lens Investing
The allocation of capital to investment strategies that directly benefit women and girls by enhancing their access to opportunities, contributing to their physical wellbeing, enhancing their safety and security, and/or promoting a better life. [Source: Invesco]

GHG - Greenhouse Gases
GHG is any gas that absorbs infrared radiation in the atmosphere, thereby trapping heat and contributing to the greenhouse effect. Greenhouse gases include, but are not limited to, water vapor, carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), chlorofluorocarbons (CFCs), hydrochlorofluorocarbons (HCFCs), ozone (O3), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), and sulfur hexafluoride (SF6). [Source: Global Affairs Associates]

Golden Handcuff
A collection of financial incentives that are intended to encourage employees to remain with a company. Golden handcuffs are offered by employers to existing employees as a means of holding onto key employees and increasing employee retention rates. Golden handcuffs are common in industries where highly-compensated employees have valuable, proprietary strategic information. Examples of golden handcuffs include employee stock options that do not vest until the employee has been with the company for several years. This practice is also known as 'Golden handshake'. [Source: Stanford: Corporate Governance Research Initiative]

Golden Parachute
A provision in an employment contract which entitles an executive to additional compensation upon resignation or dismissal. The terms of the agreement are typically included in the broader employment agreement and must be disclosed to shareholders through SEC filings. A typical severance agreement offers a lump-sum cash payment equal to three times the current annual salary, plus immediate vesting of all unvested equity grants. [Source: Stanford: Corporate Governance Research Initiative]

Green Bonds
Green bonds are broadly defined as fixed-income securities that raise capital for a project with specific environmental benefits. The majority of green bonds issued to date have raised money for renewable energy projects, energy efficiency measures, mass transit and water technology. Most green bonds have been either plain vanilla treasury-style retail bonds (with a fixed rate of interest and redeemable in full on maturity), or asset-backed securities tied to specific green infrastructure projects. [Source: Swiss Sustainable Finance]

Green Investing
Investment in businesses contributing to sustainable solutions in environmental topics including investments in renewable energy, energy efficiency, clean technology, low-carbon transportation infrastructure, water treatment and resource efficiency. [Source: Swiss Sustainable Finance]

Greenwashing
Falsely communicating the environmental benefits of a product, service or organisation in order to make a company seem more environmentally-friendly than it really is. [Source: Allianz]

Horse Race
A model for CEO succession planning in which two or more internal candidates are promoted to high-level positions where they compete to become CEO. [Source: Stanford: Corporate Governance Research Initiative]

Hostile Takeover
A situation in which a target company resists attempts to be acquired by an unsolicited bidder or corporate raider. To protect against a hostile takeover, management might adopt defense mechanisms which discourage or prevent a change in control. Examples include a poison pill, staggered board structure, dual-class shares, or blank check preferred stock. [Source: Stanford: Corporate Governance Research Initiative]

Human Rights
Basic rights that belong to all human beings. They include the right to life, liberty, freedom from slavery and torture, and freedom of opinion and expression. [Source: Allianz]

Impact Investing
Impact investing refers to investments made with the intention to generate a measurable, beneficial social or environmental impact alongside a financial return. Impact investments provide private capital to address social and/or environmental issues. Impact investments can be made in both emerging and developed markets, and target a range of returns from below-market to above-market rates, depending upon the circumstances. Typically, these are investments in small companies or projects with clear social goals, providing them with capital they may not otherwise have accessed. [Source: Global Affairs Associates]

Independent Chairman
A chairman of the board who is not an executive (such as a current or former CEO). [Source: Stanford: Corporate Governance Research Initiative]

Independent Directors
Neither past nor present employees of the company or affiliated with it in any other way. In some jurisdictions those who serve on boards for a set period of time are no longer considered independent, even if they began their tenure in that category. [Source: Schroders]

Integration / Mainstreaming
In the context of Sustainable Investment, this refers to ensuring that environmental, social and governance factors are given full consideration and research support, as an integral part of the investment decision-making process. This analysis therefore becomes fully integrated into the overall financial analysis of standard investment products. [Source: Swiss Sustainable Finance]

Interlocked (Connected or Networked) Boards
Companies whose senior executives sit reciprocally on each other’s boards: an executive of one firm sits on the board of another and an executive of the second firm sits on the board of the first. [Source: Stanford: Corporate Governance Research Initiative]

Keiretsu
A system of interrelation between companies that is prevalent in Japan. Under the keiretsu, companies maintain small but not insignificant ownership positions among suppliers, customers, and other business affiliates. These ownership positions cement business relations along the supply chain and encourage firms to work together toward an objective of shared financial success. [Source: Stanford: Corporate Governance Research Initiative]

Lead Independent Director
Acts as an independent leader among directors and provides an independent point of view to the chairperson. The lead director can also act as chairperson if the chairperson is conflicted or unavailable, and can be an effective conduit for shareholder concerns. [Source: Schroders]

Long-term Incentives
Cash or noncash compensation (such as stock options, restricted stock, or performance units) that vests over multiple years and therefore rewards an executive for long-term performance. Long-term incentives extend the time horizon of the executive and are intended to counteract the natural tendency of a risk-averse executive to focus on short-term rewards at the expense of long-term investment. [Source: Stanford: Corporate Governance Research Initiative]

Low Carbon Funds
Funds that invest in companies with a low carbon strategy or low carbon emissions. [Source: Schroders]

Majority Voting
A system for proxy voting under which a director is required to receive a majority of votes to be elected. The specific procedures of majority voting systems vary. In some companies, candidates who receive more withhold votes than votes in favor are strictly refused a seat on the board. Majority voting gives shareholders more power to control the composition of the board, even in the absence of an alternative slate. [Source: Stanford: Corporate Governance Research Initiative]

Management Entrenchment
The degree to which management is shielded from the market forces and performance standards to which management teams are typically held accountable. An entrenched management is able to retain employment, despite poor performance or opposition from the board, shareholders, and/or stakeholders. [Source: Stanford: Corporate Governance Research Initiative]

Materiality
In the sustainability context, information is material if there is a clear link to the financial performance of a company. [Source: Swiss Sustainable Finance]

Micro-credit
Refers to small loans from a microfinance institution granted to lower income entrepreneurs in developing and emerging market countries. These loans contribute to the development of local economies and therewith contribute to creating jobs and reduce poverty. [Source: Swiss Sustainable Finance]

Micro-enterprise
Microenterprises are those with ten or fewer workers. They are often unregistered businesses and run by financially impoverished people. Definition of microenterprises may differ across countries. [Source: First Affirmative Financial Network]

Micro-finance
A range of financial tools (loans, savings, money transfers, etc.) provided by microfinance institutions and designed for people who do not have access to the traditional banking system. Microfinance products are typically offered to companies and individuals in developing and emerging market countries. [Source: Swiss Sustainable Finance]

Micro-insurance
Microinsurance products are designed for individuals in developing and emerging market countries who do not have access to traditional insurance services. [Source: Swiss Sustainable Finance]

Mission Based Investing
The incorporation of an organisation’s mission into its investment decision-making process. Most often used in reference to foundations and other non-governmental organisations working for social or environmental change. Mission-based investing ensures that organisations’ investments are aligned with the overall goals of the organisation itself and are helping, not hindering, the achievement of those goals. [Source: Swiss Sustainable Finance]

Modern Slavery
Although no standard definition exists, modern slavery can broadly be thought of as the exploitation of people who are coerced into an activity by someone who “controls” them, often with violence. It can take many forms including forced or bonded labour, early or forced marriage or human and organ trafficking. [ Source: Allianz]

Moskowitz Prize
The only global academic award that recognizes outstanding quantitative research in areas of interest to responsible investors. Since 1996, prize winners have explored topics like shareowner engagement and the question of whether SRI investment strategies inhibit or enhance financial performance. The Moskowitz Prize is awarded annually at The SRI Conference. The Haas School of Business at UC Berkeley conducts the review of applications. [Source: First Affirmative Financial Network]

Nominating And Governance Committee
The governance committee is responsible for evaluating the company’s governance structure and processes and recommending improvements, when appropriate. The nominating committee is responsible for identifying, evaluating, and nominating new directors when board seats need to be filled. The nominating committee is also typically in charge of leading the CEO succession-planning process. [Source: Stanford: Corporate Governance Research Initiative]

Non-Executive Board Members
Sit on the board but do not form part of the management team. [Source: Schroders]

Non-Executive Directors
Directors who are not executives of the firm. Outside directors are expected to be more independent than executive directors because they have no reporting lines to the CEO and do not rely on the company for their livelihood. [Source: Stanford: Corporate Governance Research Initiative]

Non-Shareholder Interests
Statutes that allow the board to consider nonshareholder interests. These statutes are referred to as “nonshareholder constituency” or “expanded constituency” provisions. They allow the board to consider the impact of their actions on stakeholders such as workers, customers, suppliers, and the surrounding community. The primary application of these statutes is in the evaluation of a takeover bid. These statutes purportedly allow management and the board to reject a takeover offer that is in the interest of shareholders if the takeover would harm other constituents. [Source: Stanford: Corporate Governance Research Initiative]

Norms-based Screening
Screening of investments against minimum standards of business practice based on national or international standards and norms such as the ILO conventions, the OECD Guidelines for Multinational Enterprises, the UN Global Compact or the UN Guiding Principles on Business and Human Rights. [Source: Swiss Sustainable Finance]

Passive Investors
Investors that attempt to generate returns that mirror the returns of a predetermined market index. Passive investors tend to be less attentive to firm-specific performance and governance issues. [Source: Stanford: Corporate Governance Research Initiative]

Pay for Performance
A term used to describe the relationship between executive compensation and corporate performance over a specified measurement period. “High” pay for performance indicates that compensation is both correlated with and appropriate in size given company performance. [Source: Stanford: Corporate Governance Research Initiative]

Plurality Voting
A system for proxy voting under which the director who receives the most votes wins. In an uncontested election, a director is elected as long as he or she receives at least one vote. [Source: Stanford: Corporate Governance Research Initiative]

Poison Pill
A common antitakeover defense (implemented through shareholder's rights plan) in which a company threatens to flood the market with new shares to prevent a hostile takeover. The “poison pill” is triggered if a shareholder or shareholder group accumulates an ownership position above a threshold level (typically 15 to 20 percent of shares outstanding). Once this threshold is exceeded, existing shareholders are offered the right to buy new shares at a steep discount to the current price. The flood of new shares associated with the rights plan dilute the would-be acquirer’s holdings and make it prohibitively expensive for the acquirer to take control of the firm through open market purchases or a tender offer. [Source: Stanford: Corporate Governance Research Initiative]

Portfolio Carbon Footprint
An aggregation of the carbon footprint of individual positions within an investment portfolio, relative to the share of the companies held by this portfolio. As a measure to assess the climate risk of an investment portfolio, this key performance indicator is used by institutional investors aiming to offer transparency and reduce the carbon intensity of their portfolios. [Source: Swiss Sustainable Finance]

Positive Screening
Investment approach based on a sustainability rating in which a company's or issuer's environmental, social and governance (ESG) performance is compared with the ESG performance of its sector peers. All companies with a rating above a defined threshold are considered as investable. The threshold can be set at different levels (i.e. 30% best companies eligible). “Buy” lists may include enterprises with, for example, good employer-employee relations, strong environmental practices, products that are safe and useful, and operations that respect human rights around the world. Positive screening is also known as 'Best in class'. [Source: First Affirmative Financial Network]

PPP - Public Private Partnership
Typically medium to long-term arrangements between the public and private sectors, whereby some of the service obligations of the public sector are provided by the private sector, with clear agreement on shared objectives for delivery of public infrastructure and/or public services. In the finance context, PPPs often form the basis for long-term investments by the private sector in infrastructure or other services of the public domain. [Source: Swiss Sustainable Finance]

Preferred Stock
Preferred stock is a class of stock that is senior to common stock in terms of credit and capital. [Source: Stanford: Corporate Governance Research Initiative]

Proxy Access
The practice of allowing shareholders or groups of shareholders to directly nominate board candidates through the company proxy. [Source: Stanford: Corporate Governance Research Initiative]

Proxy Advisory Firms
Third-party firms that evaluate management- and shareholder-sponsored proposals on the annual proxy and provide recommendations on how investors should vote. [Source: Stanford: Corporate Governance Research Initiative]

Proxy Contest
A situation in which a corporate raider or other activist nominates a slate of directors (known as the “dissident slate”) to run in opposition to the directors that the company has nominated. Proxy contests tend to occur in hostile takeovers or when an activist shareholder with a significant minority position wishes to impose greater change on a company or force a sale. [Source: Stanford: Corporate Governance Research Initiative]

Proxy Voting
A ballot cast by one person on behalf of another. One of the benefits of being a shareholder is the right to vote on certain corporate matters. Since most shareholders cannot, or do not want to, attend the annual and special meetings at which the voting occurs, corporations provide shareholders with the option to cast a proxy vote. Shareholders receive a proxy ballot in the mail along with an informational booklet called a proxy statement describing the issues to be voted on. Shareholders return a form by mail agreeing to have their vote cast by proxy. [Source: Swiss Sustainable Finance]

Public Pension Funds
Pension funds that manage retirement assets on behalf of state, county, and municipal governments. Beneficiaries primarily include public employees who are covered by a collective bargaining agreement [Source: Stanford: Corporate Governance Research Initiative]

Pyramidal Business Groups
Two or more listed firms under a common controlling shareholder that holds a significant minority position in each (at least 10 percent). [Source: Stanford: Corporate Governance Research Initiative]

Reputational Risk
The degree to which a company protects the value of its intangible assets, including corporate reputation. Reputational risk is mitigated by investing in product brand development, investing in corporate brand development, monitoring the use of brands, monitoring supplier and customer business practices, performing community outreach, and handling stakeholder relations. [Source: Stanford: Corporate Governance Research Initiative]

Say-on-Pay
The practice of giving shareholders a vote to approve executive and/or director compensation programs. In most countries (such as the U.S. and U.K.), say-on-pay votes are advisory (nonbinding), which means that companies are not required to adhere to the outcome. In other countries, such as the Switzerland, the results are binding. [Source: Stanford: Corporate Governance Research Initiative]

Scope 1 Emissions
Direct carbon emissions from owned or controlled sources. [Source: Schroders]

Scope 2 Emissions
Indirect carbon emissions from the generation of purchased energy. [Source: Schroders]

Scope 3 Emissions
All indirect carbon emissions (not included in Scope 2) that occur in the value chain of the reporting company, including both upstream and downstream emissions. [Source: Schroders]

Screening
An investment approach used to filter companies based on pre-defined criteria before investment. As an investor, you can use a negative screen (in which you deliberately exclude certain companies because of their involvement in undesirable activities or sectors) or a positive screen (in which you select companies based on their sustainability practices). In the jargon, this can also be a “best-in-class investment” – where you only invest in companies that lead their peer groups in terms of sustainability practices and performance. [Source: Allianz]

Shareblocking
A practice whereby restrictions are placed on the trading of shares which are to be voted upon prior to an annual general meeting. [Source: Schroders]

Shareholder Activism
A public form of engagement whereby investors use their shareholdings to engender change at a company. This can be done through submitting shareholder resolutions or a public media campaign against a company. Shareholder activism tends to be a more confrontational approach to promoting change. Shareholder activism is also known as shareholder advocacy. [Source: Schroders]

Shareholder Democracy
A movement that advocates greater shareholder influence over corporate governance systems. Advocates of shareholder democracy believe that expanded voting rights on corporate matters make board members more accountable to shareholders (and possibly stakeholders). Elements of shareholder democracy include majority voting in uncontested director elections, restricted discretion over broker nonvotes, say on pay, proxy access, and a reduction of antitakeover protections. [Source: Stanford: Corporate Governance Research Initiative]

Shareholder Proposal / Resolution
A legal right of shareholders to create a proposal for change in corporate policies and actions. Shareholder proposals are tools of corporate engagement and shareholders reserve the right to circulate proposals, and vote on them at the company’s Annual General Meeting (AGM). [Source: Swiss Sustainable Finance]

Shareowner / Shareholder Advocacy
Responsible investors often take an active role as the owners of corporations, including talking with companies on social, environmental, governance, (ESG) and transparency issues. Shareowner advocacy also frequently involves filing, and co-filing shareholder resolutions on such topics as corporate governance, climate change, political contributions, gender/racial discrimination, pollution, problem labor practices, and a host of other issues. [Source: First Affirmative Financial Network]

SI - Sustainable Investment
Sustainable investment (analogous to responsible investment) refers to any investment approach integrating environmental, social and governance factors (ESG) into the selection and management of investments. There are many different approaches of sustainable investing, including best-in-class, ESG integration, exclusions and impact investing. [Source: Swiss Sustainable Finance]

Sin Stocks
Stocks of companies either directly or indirectly associated with activities considered to be unethical or immoral, such as tobacco, alcohol, gambling and adult entertainment. Also known as 'vice stocks'. [Source: Schroders]

Social Equity
A broad term used to encompass issues related to the provision of equal opportunity and access to traditionally disadvantaged populations including women, minorities, LGBTQ+, veterans, and individuals with disabilities, as well as regionally disadvantaged populations. [Source: Invesco]

Social Factors
Social factors within ESG criteria in the context of investing include, but are not limited to, worker rights, safety, diversity, education, labour relations, supply chain standards, community relations, and human rights. [Source: Swiss Sustainable Finance]

Social impact bonds
Investments designed to improve the social outcomes of publicly funded services. Providers are typically charities that are often pioneering a new approach to a specific social problem. The investment is used to fund the working capital needs of the project. [Source: Schroders]

Spring-Loading
The practice of awarding stock options immediately before the release of positive news that is likely to drive up the price of a stock. [Source: Stanford: Corporate Governance Research Initiative]

SRI - Responsible Investment / Sustainable Investment
Responsible investment (analogous to sustainable investment) refers to any investment approach, integrating environmental, social and governance factors (ESG) into the selection and management of investments. There are many different forms of responsible investing, such as best-in-class investments, ESG integration, exclusionary screening, thematic investing and impact investing. They are all components of responsible investments and have played a part in its history and evolution. SRI funds seek to build a portfolio with an above average ESG quality; in practice most often use a combination of a positive and a negative screening. [Source: Swiss Sustainable Finance]

Staggered Board Structure
A board structure in which directors are elected to multiple-year terms, with a only subset of directors standing for reelection each year. Under a typical staggered board, directors are elected to three-year terms, with one-third of the board standing for reelection every three years. As a result, it is not possible for the board to be ousted in a single year. Two election cycles are needed for a majority of the board to turn over. Staggered boards are an effective antitakeover defense. Staggered boards can be effective antitakeover defenses (if they are part of the corporation charter), and especially when combined with a “poison pill.” [Source: Stanford: Corporate Governance Research Initiative]

Stakeholders
Stakeholders believe that corporations or organizations have a societal obligation beyond increasing shareholder value and that obligations to constituents such as employees, suppliers, customers, and local communities should be held in equal importance to shareholder returns (e.g., environmental sustainability, corporate social responsibility). [Source: Stanford: Corporate Governance Research Initiative]

Stewardship / Active Investing
Stewardship, also referred to as Active Ownership, is defined as taking an active role as a shareowner to promote the long-term success of companies in such a way that society and the ultimate providers of capital also prosper. This can be done through engagement and proxy voting. Stewardship therefore benefits companies, investors and the economy as a whole. [Source: Allianz]

Stock Options
A contract that grants the recipient the right to buy shares in the future at a fixed exercise price, generally equal to the stock price on the grant date. Stock options typically have vesting requirements (i.e., they are “earned” in even batches over time or in blocks). [Source: Stanford: Corporate Governance Research Initiative]

Stock-Option Backdating
Stock options whose grant dates have been retroactively changed to coincide with a relative low in the company’s share price. This practice reduces the strike price of the option and increases the potential payoff to its recipient. Existing shareholders bear the cost of backdating, because the company receives lower proceeds when the stock option is exercised. [Source: Stanford: Corporate Governance Research Initiative]

Stranded Assets
Stranded assets refers to a scenario in which the value of fossil fuel reserves falls due to rising operational costs associated with carbon prices. Fossil fuel assets could become ‘stranded’ as production becomes unprofitable. The possibility of increased regulation and public pressure, both domestic and international, poses additional risks. Stranded assets suffer from unanticipated or premature write-downs and are unable to operate to the end of their economic lives due to changes in the market and regulatory environment. The share price of fossil fuel companies could diminish considerably if political pressure to reduce carbon emissions strengthens. The risk of stranded assets is a growing concern for investors. [Source: Swiss Sustainable Finance]

Sustainability
Sustainability focuses on meeting the needs of the present without compromising the ability of future generations to meet their needs. The concept of sustainability is composed of three pillars: economic, environmental, and social—also known informally as profit, planet, and people. [Source: Global Affairs Associates]

Sustainability Index / Benchmark
A sustainability index / benchmark is a tool to measure the value of a section of the stock market. It is computed from the prices of stocks selected by applying a sustainable investment approach. Investors use this tool to describe the market and to compare the return on specific investments. [Source: Swiss Sustainable Finance]

Sustainability Ratings
Ratings reflecting a company's/country's/fund's performance with regards to environmental, social and governance (ESG) factors. Sustainability ratings enable investors to gain a quick overview of the sustainability performance of a company/country/fund and are the basis for a best-in-class investment approach. [Source: Swiss Sustainable Finance]

Sustainable
Balancing economic ecological and social goals in such a way that the people living on our planet today can meet their needs without compromising the ability of future generations to meet their own needs. [Source: Swiss Sustainable Finance]

Sustainable Assets Under Management
Widely applied key performance indicator referring to the total volume of sustainable investments of an investor, asset manager or country. Often expressed as a percentage of total assets under management. [Source: Swiss Sustainable Finance]

Sustainable Finance
Sustainable finance refers to any form of financial service integrating environmental, social and governance (ESG) criteria into the business or investment decisions for the lasting benefit of both clients and society at large. Activities that fall under the heading of sustainable finance include but are not limited to the integration of ESG criteria in asset management, sustainable thematic investments, active ownership, impact investing, green bonds, lending with ESG risk assessment and development of the whole financial system in a more sustainable way. [Source: Swiss Sustainable Finance]

Sustainable Financial Centre
A sustainable financial centre is a financial marketplace that, as a whole, contributes to sustainable development and value creation in economic, environmental and social terms. In other words, one that ensures and improves economic efficiency, prosperity, and economic competitiveness both today and in the long-term, while contributing to protecting and restoring ecological systems, and enhancing cultural diversity and social well-being. [Source: Swiss Sustainable Finance]

Sustainable Thematic Investments / Thematic Investing
Investment in businesses contributing to sustainable solutions, both in environmental or social topics. In the environmental segment this includes investments in renewable energy, energy efficiency, clean technology, low-carbon transportation infrastructure, water treatment and resource efficiency. In the social segment this includes investments in education, health systems, poverty reduction, and solutions for an ageing society. [Source: Swiss Sustainable Finance]

Tag-along Rights
Rights that grant minority shareholders the ability to dispose of shares on the same terms as majority shareholders. [Source: Stanford: Corporate Governance Research Initiative]

Thematic Investing
Investment in businesses contributing to sustainable solutions both in environmental or social topics (or themes). In the environmental segment this includes investments in renewable energy, energy efficiency, clean technology, low-carbon transportation infrastructure, water treatment and resource efficiency. In the social segment this includes investments in education, health systems, poverty reduction and solutions for an ageing society. [Source: Swiss Sustainable Finance]

Tin Parachute
A severance agreement that allows every employee in a company who is terminated without cause following a change in control to receive both a cash payment and immediate vesting of all unvested stock options and restricted shares. [Source: Stanford: Corporate Governance Research Initiative]

Transition Risk
The financial risks that could result from significant policy, legal, technology and market changes as we transition to a lower-carbon global economy and climate resilient future. [Source: Allianz]

Universal Owner
A large investor that holds a broad selection of investments in different public companies as well as other assets, and whose performance is, therefore, tied to the performance of markets or economies as a whole—not just to the performance of individual holdings. These investors have a vested interest in the long-term health of the economy, making public policy issues and cross-market ESG concerns particularly relevant. [Source: First Affirmative Financial Network]

Values-based Exclusions
This refers to exclusions that are based on personal values (as opposed to exclusions based on risk considerations or the violation of international norms). Prominent examples are exclusions of companies involved in gambling, production of weapons or alcohol. [Source: Swiss Sustainable Finance]

Voting Rights
Equity investors typically have the right to vote at annual and extraordinary general meetings (AGMs and EGMs) on issues such as an individual director’s appointment, remuneration or mergers and acquisitions (depending on a country’s legal framework). The resolutions on which shareholders vote will vary according to individual countries’ legal frameworks. [Source: Allianz]

Water Funds
Funds that invest in companies providing technology, products and services relating to the water value chain, such as water distribution, management, treatment and analysis or irrigation. [Source: Schroders]

Wolf-pack Strategy
A strategy where multiple hedge funds, each with minority positions in a company, work together to force change on a target company. [Source: Stanford: Corporate Governance Research Initiative]

Sources:

  1. Allianz Global Investors, ESG Glossary, Retrieved: September 12,2020
  2. First Affirmative Financial Network, Glossary of Responsible Investing Terms, Retrieved: September 12,2020
  3. Global Affairs Associates, ESG Glossary, Retrieved: September 12,2020
  4. Invesco Ltd., Glossary: Understanding ESG jargon, Retrieved: September 12,2020
  5. Nuveen, LLC., Glossary: Responsible investing, Retrieved: September 12,2020
  6. Schroders Investment Management North America Inc., Understanding sustainable investment and ESG investment terms, Retrieved: September 12,2020
  7. Stanford Graduate School of Business, Corporate Governance Research Initiative, Retrieved: September 12,2020
  8. Swiss Sustainable Finance, Glossary, Retrieved: September 12,2020

Disclaimer: This glossary is NOT intended to be an authoritative reference document. All information in this glossary is for educational use only. This glossary has been compiled based on public domain information available on the websites of the mentioned sources. While due care has been taken in compiling this glossary, ESGSense does not assume any liability for any inaccuracy or factual error. Any term or definition mentioned here does NOT constitute financial or investment advice. ESGSense assumes no liability for any financial decisions and/or investments made on the basis of information gained from this glossary.