Resolution askConduct due diligence, audit or risk/impact assessment
Type of voteShareholder proposal
Company HQ countryUnited States
Resolved clauseRESOLVED: Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information, assessing the effectiveness of Tripadvisor Inc.’s (Tripadvisor) implementation of its Global Human Rights Policy (GHRP) concerning operations in conflict-affected and high-risk areas (CAHRA).[1]
Supporting statementSUPPORTING STATEMENT
Shareholders seek information, at board and management discretion, through a report that:
Discusses how human rights and material risks in CAHRA are assessed, mitigated, and reported upon; andAssesses if additional policies, practices, and governance measures are needed to mitigate risks.WHEREAS: In response to previous shareholder concerns, Tripadvisor developed and released a GHRP in 2021. The GHRP was informed by the United Nations Guiding Principles on Business and Human Rights (UNGPs), references the need to protect the human rights of employees and communities, and commits the company to being the best source of safety information for travelers.[2] Given the potential exposure to human rights violations in CAHRA as highlighted below, shareholders need disclosure on how Tripadvisor’s policies address these risks, which is currently lacking.
The number and intensity of CAHRA are increasing, with the World Bank estimating that by 2030 two-thirds of the world’s poor will live in settings characterized by fragility, conflict, and violence.[3] Recent examples include Russia’s invasion of Ukraine, the war between Hamas and Israel, the conflict in Nagorno-Karabakh, the coup in Myanmar, and the crisis in the Xinjiang Region, China. CAHRA are characterized by widespread human rights abuses and violations of national or international law, leading the UNGPs to call on businesses to conduct heightened human rights due diligence (HRDD).[4]
Multilateral organizations, states, and accounting bodies are passing legislation on mandatory HRDD,[5] sustainable investment reporting in the EU,[6] and calling on companies to report on human rights as material risks. A recent survey of 1,200 CEOs indicated 97 percent of respondents altered investment plans due to geopolitical volatility and over one-third relocated operations based on conflict-related risks.[7]Companies failing to address and report on these risks are exposed to potential violations of these evolving laws and normative standards.[8]
Tripadvisor operates in numerous CAHRA and is potentially connected to human rights harms, such as contributing to government efforts to whitewash human rights abuses in China’s Xinjiang Region,[9] Syria,[10] and Saudi Arabia,[11] promoting properties linked to Myanmar’s military junta,[12][13] and financially contributing to accommodations and experiences in Israeli settlements in occupied Palestinian territory.[14] Further, Tripadvisor does not include conflict-related safety warnings to travelers in a number of CAHRA, including Democratic Republic of Congo,[15] Lebanon,[16] Myanmar,[17] Nagorno-Karabakh,[18] Sudan,[19] and Syria.[20]
Given increasing human rights-related risks, corresponding regulatory measures requiring such risks be identified, mitigated, and reported on, and Tripadvisor’s commitments in its own GHRP, further information on how Tripadvisor is conducting HRDD in CAHRA will give investors meaningful insight into their governance of these material risks.
[1] http://dx.doi.org/10.1787/9789264185050-en
[2] https://ir.tripadvisor.com/static-files/954a6414-48d0-46ec-8ef3-805072813ac7
[3] https://ida.worldbank.org/en/topics/theme/conflict-and-fragility#:~:text=By%202030%2C%20up%20to%20two,out%20of%20fragility%20and%20recovery.
[4] https://www.undp.org/publications/heightened-human-rights-due-diligence-business-conflict-affected-contexts-guide
[5] https://commission.europa.eu/business-economy-euro/doing-business-eu/corporate-sustainability-due-diligence_en
[6] https://finance.ec.europa.eu/sustainable-finance/disclosures/sustainability-related-disclosure-financial-services-sector_en
[7] https://assets.ey.com/content/dam/ey-sites/ey-com/en_us/topics/ceo/ey-ceo-outlook-pulse-survey-january-2023-global-report.pdf
[8] http://www.entegreraporlamatr.org/tr//mailing/25122020/images/Reporting-on-enterprise-value_climate-prototype_Dec20.pdf
[9] https://www.theguardian.com/world/2023/aug/30/travel-firms-trips-uyghur-region-china-rights-abuses-xinjiang-tours
[10] https://www.washingtonpost.com/opinions/2022/08/08/travel-influencers-whitewash-syrian-war/
[11] https://www.nytimes.com/2023/06/18/sports/soccer/lionel-messi-saudi-arabia.html
[12] https://www.justiceformyanmar.org/stories/who-profits-from-a-coup-the-power-and-greed-of-senior-general-min-aung-hlaing
[13] https://www.tripadvisor.com/Hotel_Review-g1544766-d25337015-Reviews-Azura_Beach_Resort_Hotel-Chaungtha_Ayeyarwady_Region.html
[14] https://www.business-humanrights.org/en/latest-news/amnesty-intl-alleges-airbnb-bookingcom-expedia-tripadvisor-are-profiting-from-illegal-settlements-in-the-occupied-palestinian-territories-inc-co-responses/
[15] https://www.tripadvisor.com/Hotels-g3644864-North_Kivu_Province-Hotels.html
[16] https://www.tripadvisor.com/Hotels-g294004-Lebanon-Hotels.html
[17] https://www.tripadvisor.com/Hotels-g3576030-Kachin_State-Hotels.html
[18] https://www.tripadvisor.com/Hotels-g667458-Khankendi_Nagorny_Karabakh-Hotels.html
[19] https://www.tripadvisor.com/Hotels-g293834-Sudan-Hotels.html
[20] https://www.tripadvisor.com/Hotels-g294010-Syria-Hotels.html