TEXAS INSTRUMENTS INCORPORATED | Human Rights and Material Risks Related to the Russian Invasion of Ukraine

Status
19.17% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
TXN
Lead filer
Friends Fiduciary Corporation
Co-filers
Mercy Investment Services, Inc.
Resolution ask
Other ask
ESG theme
  • Social
ESG sub-theme
  • Human rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request that the Board of Directors commission an independent third-party report, at reasonable expense and
excluding proprietary information, on Texas Instruments’ (Tl) due diligence process to determine whether customers’ misuse of its products
expose the company to human rights and other material risks.
Whereas clause
WHEREAS: The Royal United Services Institute (RUSI) reported that Tl was one of two original manufacturers of approximately 25% of the
dual-use items found in 27 Russian weapons systems used in the invasion of Ukraine, including missiles, precision munitions, and electronic
warfare. RUSI noted that “US exporters of these products [had] a due-diligence obligation to make sure they were not destined for a prohibited end user, or to be used in prohibited end use.”
Trade data indicates Tl's monthly average of products imported into Russia has increased by 142% since the invasion began, often through
intermediaries in China.
The United States has imposed numerous sanctions and trade controls against Russia and state-owned businesses focused on “choking off
Russian imports of key technologies,” including by establishing a Disruptive Technologies Task Force and sanctioning 130 entities in China,
Turkey, and United Arab Emirates known to provide dual-use technologies to the Russian military.
Multilateral organizations, states, and accounting bodies are passing legislation on mandatory human rights due diligence (HRDD) and
sustainable investment reporting in the EU and calling on companies to report on human rights and conflict as material risks. These
advancing legal frameworks and normative standards could expose companies to legal liability for failing to address and report on
Russia/Ukraine risks. Similarly, the UN Guiding Principles on Business and Human Rights (UNGPs) call on companies to conduct heightened
HRDD in conflict-affected areas due to the acute nature of risks in these contexts.
The misuse of TI’s products during Russia’s ongoing war against Ukraine may result in heightened human rights and financially material risks
through potential exposure to sanctioned parties in the company’s value chain, potential violations of emerging EU regulations and the
UNGPs, and reputational damage associated with proximity to the commission of Russian war crimes.
TI lags behind industry peers’ measures to mitigate these risks, including Qualcomm’s Human Rights Working Group, human rights Impact
assessments, and identification of “product misuse” as a salient risk and Intel’s human rights steering committee and customer screening
based on human rights risks.
Supporting statement
SUPPORTING STATEMENT
Shareholders seek information, at board and management discretion, through a report that describes Tl’s:
• Due diligence process to prevent access by prohibited users or for prohibited uses in conflict-affected and high-risk areas (CAHRA),
including Russia;
• Board’s role in overseeing the management of risks in CAHRA;
• Assessment of material risks to shareholder value posed by product misuse; and
• Assessment of additional policies, practices, and governance measures needed to mitigate identified risks.

ps://static.rusi.org/RUSI-Silicon-Lifeline-final-updated-web_1.pdf
https://www.exportgenius.in
https://carnegieendowment.org/2023/05/17/hong-kong-s-technology-lifeline-to-russia-pub-89775
https://www.state.gov/holding-russia-and-belarus-to-account/
https://subscriber.politicopro.com/article/2023/05/new-biden-task-force-unveils-crackdown-on-theft-of-restricted-tech-00097168
https://home.treasury.gov/news/press-releases/jy1871
https://commission.europa.eu/business-economy-euro/doing-business-eu/corporate-sustainability-due-diligence_en
https://finance.ec.europa.eu/sustainable-finance/disclosures/sustainability-related-disclosure-financial-services-sector_en
http://www.entegreraporlamatr.org/tr/mailing/25122020/images/Reporting-on-enterprise-value_climate-prototype_Dec20.pdf
https://www.pbs.org/newshour/show/parts-made-by-u-s-companies-used-to-build-russian-cruise-missiles
https://www.qualcomm.com/company/corporate-responsibllity/acting-responsibly/humanrights#:~:text=We%20also%20conduct%20regular%20materiality,and%20pay%20%20and%20product%20misuse
https://www.intel.com/content/www/us/en/policy/policy-human-rights.html

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