WELLS FARGO & COMPANY | Annual report on prevention of workplace harassment and discrimination at WELLS FARGO & COMPANY

Status
55.03% votes in favour
AGM date
Previous AGM date
Proposal number
10
Resolution details
Company ticker
WFC
Lead filer
New York City Office of the Comptroller
Resolution ask
Report on or disclose
ESG theme
  • Social
ESG sub-theme
  • Decent work
  • Whistleblowing
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying the
effectiveness and outcomes of Wells Fargo’s efforts to prevent harassment and discrimination against its protected classes of
employees. In its discretion, the Board may wish to consider including disclosures such as:
• the total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment or discrimination
in the previous three years;
• the total number of pending harassment or discrimination complaints the company is seeking to resolve through internal
processes, arbitration or litigation;
• the aggregate dollar amount associated with the enforcement of arbitration clauses;
• the number of enforceable contracts which include concealment clauses that restrict discussions of harassment or discrimination,
and
• the aggregate dollar amount associated with agreements which contain concealment clauses.
Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or
non-disparagement agreements, that the Company asks employees to sign which would limit their ability to discuss unlawful acts in
the workplace, including harassment and discrimination.
This report should not include the names of accusers or details of their settlements without their consent and should be prepared at
a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations
Supporting statement
Persistent controversies have surrounded Wells Fargo’s workforce management. Most recently, its hiring practices came under
scrutiny when it was reported that the Company conducted interviews of diverse candidates for positions that had already been
filled and subsequent retaliation against those employees that complained about the sham interviews. It has also been reported that
the United States Attorney in the Southern District of New York’s criminal division is investigating possible violations of federal laws
based on this reporting.
The Securities Exchange Commission has shown increased attention to human capital management issues, as demonstrated by its
2020 rulemaking and the Chairman’s public comments about future, more proscriptive disclosure rulemaking. There have been
several high-profile derivative suits settled recently, including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging
boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their
shareholders.
A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce
management. Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties,
legal costs, costs related to absenteeism, and reduced productivity. A company’s failure to properly manage its workforce can have
significant ramifications, making it more difficult to retain and recruit employees, and jeopardize relationships with customers and
other partners.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For
Anima Sgr For In light of different alleged controversies surrounding the company's hiring and human capital management practices, investors could benefit from a report on the effectiveness and outcomes of the company's efforts to prevent discrimination against protected classes of employees. The additional information would allow shareholders to understand how the company is managing and mitigating associated risks.

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