ENGIE | Climate at ENGIE: Say on Climate and reporting

Status
24.38% votes in favour
AGM date
Previous AGM date
Resolution details
Company ticker
ENGI.PA
Resolution ask
Report on or disclose
ESG theme
  • Environment
ESG sub-theme
  • Net Zero / Paris aligned
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
France
Supporting materials
  • Shareholder Resolution- Engie 260420233-final version.pdf Download
  • Shareholder_Resolution_Supporting_Statement_Engie_26042023_final version.pdf Download
  • Investor_Letter_to_ Mr_Clamadieu_Engie_20032023.pdf Download
Resolved clause
The general meeting, voting under the quorum and majority conditions required for extraordinary general meetings, after having taken note of the information contained in the explanatory memorandum accompanying this draft resolution, and the report of the board of directors, resolves to amend the Article 21 (Powers of the General Meetings of Shareholders – Officers of the Meetings – Agenda) and the Article 24 (Financial year of the articles of association) as follows:

Supporting statement
I.- Article 21 - Powers of the General Meetings of Shareholders – Officers of the Meetings – Agenda is completed by a fifth and sixth paragraph that read:
“Every three general meeting of shareholders, the board of directors can decide to submit to a consultative vote of the shareholders a resolution on the company's climate strategy referred to in article 24.
Should the company make significant changes to such climate strategy within this period, this vote can be submitted, based on a board of directors’ decision, to the next closest general meeting of shareholders after these changes.

“At each general meeting of shareholders, the board of directors can decide to submit to a consultative vote of the shareholders a resolution on the progress report of the company’s climate strategy implementation referred to in article 24.”
II.- Article 24 – Financial year is completed by two other paragraphs that read:

“At the close of each financial year, the board of directors can decide to publish the following reports:
1. A company’s climate strategy consistent with the purpose of the company referred to in article 2 – Purpose (“raison d’être”), enabling the shareholders to assess it against a climate scenario limiting global warming to 1.5°C above pre-industrial levels, with low or no overshoot and with limited use of negative emission technologies (also called carbon dioxide removal).
2. A progress report of the above-mentioned company’s climate strategy implementation over the past financial year.”
III.- The title of Article 24 - Financial year is modified as follows:
“Article 24 - Financial year – Climate strategy”.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
BANQUE HOTTINGUER For Need for greater transparency to assess Engie's climate strategy alignment with the 1.5°C scenario + Need for a regular debate on Engie's climate strategy (at most every 3 years for the strategy and once a year for the progress report)
Sycomore Asset Management For
VidaCaixa For
Meeschaert Asset Management For Need for greater transparency to assess Engie's climate strategy alignment with the 1.5°C scenario + Need for a regular debate on Engie's climate strategy (at most every 3 years for the strategy and once a year for the progress report)
Ecofi Investissements For
Mirova For
MN For Need for greater transparency to assess Engie's climate strategy alignment with the 1.5°C scenario + Need for a regular debate on Engie's climate strategy (at most every 3 years for the strategy and once a year for the progress report)
EGAMO For
CANDRIAM For Despite ENGIE’s efforts to decarbonise its activities, investors currently lack significant pieces of information in order to evaluate the company’s projected plans against a 1.5°C pathway with low or no overshoot. Although the company has a SBTi well-below 2°C target, we have been reminded by the Intergovernmental Panel on Climate Change (IPCC) that any decimal in temperature increase above 1.5°C will have significant negative impacts. The Investor Coalition is not asking ENGIE to change its strategy. Rather, it is asking for improved disclosure to gauge the gap between ENGIE’s current projected trajectory and what would be required of the company to align its decarbonisation plan with requirements of 1.5°C scenarios. This assessment is particularly relevant in light of ENGIE’s purpose (“raison d’être”) to “act to accelerate the transition towards a carbon-neutral economy”. As investors, we are bound by our climate commitments and legal obligations. Disclosure on relevant data of the company’s climate strategy, including assumptions and scenarios, are key for proper shareholder understanding. In the process leading up to the filing, the investors have had multiple meetings with ENGIE’s Board of Directors and teams and have worked with a number of stakeholders including energy and climate experts in the regular course of business as well as NGOs and lawyers. The wording of the resolution was carefully crafted and aims at ensuring that it is receivable from a legal standpoint. The fact that ENGIE’s Board of Directors has decided not to support it demonstrates that the resolution is ambitious and pushes the company to go further in its disclosure. Furthermore, while we appreciate ENGIE’s commitment “to consult its shareholders on its climate strategy every three years or in the event of a significant change in it”, we regret that the company was unable to commit to including specific information in their progress report, which will now be presented at every annual general meeting. This prevents investors from knowing whether they will be able to assess Engie’s alignment with a 1,5°C scenario. Therefore, we disagree with the Board of Directors’ statement that “ENGIE has responded to the essential concerns expressed by the investors who proposed this resolution”. We had a constructive dialogue with Engie throughout the whole process, and our vote For this resolution should be seen as a further encouragement for disclosure to have a well-informed conversation about ENGIE’s contribution to climate change impacts.
Rothschild & co Asset Management For
Anima Sgr For Although Engie did improve its level of disclosure in the recent years and submitted a vote on its climate strategy in 2022, the proponents suggest that the level of information can still improve on a number of key datapoints. As the company already commits to improve its future disclosure, a consultative vote, decided by the board, on an annual report showing the progress on this strategy could facilitate minority shareholders' oversight and expression in that regard. Proposing an amendment of the company's bylaws as the vehicle of the shareholders' request is not considered disproportionate. The proposal being related to the organization of the general meeting, it directly involves company governance. Engie's transition plan being outlined until 2045 already, debates around this plan cannot be considered circumstantial. Finally, considering the legal uncertainties surrounding shareholder-proposed resolutions in France, the wording of the proposal appears appropriate by meeting the requirements to be added to the general meeting's agenda.
Ircantec For
LBPAM La Banque Postale Asset Management For Need for greater transparency to assess Engie's climate strategy alignment with the 1.5°C scenario + Need for a regular debate on Engie's climate strategy (at most every 3 years for the strategy and once a year for the progress report)
AP7 For

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