Sustainability Disclosure: Proxy Exclusion & the Impact of SEC’s Decision in PNC Financial

On February 13, 2013, the Securities and Exchange Commission rejected the determination by PNC Financial Services Group, Inc. that, like many companies before it, PNC could exclude a shareholder proposal relating to climate change from its annual proxy materials. Because PNC has a critical financial relationship with many companies that must manage their risk, it seems likely that the impetus to disclose such information will quickly be spread to them. Of greater possible significance is an even wider application of the PNC template. Financial services companies with a broad, but indirect or derivative, stake in climate change or sustainability may well become pressure points for disclosure, and behavioral change, in much the same way that they were sought out to sign the Equator Principles a decade ago.

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