Pension funds take Volkswagen to court over climate lobbying
The action in the German courts could have implications for other civil law systems in Europe.
European pension funds are taking Volkswagen AG (VW) to court after the German auto giant refused repeatedly to disclose crucial information on its climate-related lobbying activities.
The institutional shareholders taking VW to court are Swedish pension funds AP7, AP2, AP3 and AP4, Danish AkademikerPension and the Church of England Pensions Board.
They expressed concerns that VW may be undertaking lobbying activities that run counter to its stated climate ambitions through its membership of several automotive and business associations.
The investors said VW refused to table an agenda item at its 2022 annual general meeting (AGM) to disclose how its lobbying activities help address climate risks. Hence, the pension funds filed a court case this week to clarify whether the shareholders have the right to table an item on the agenda of the meeting.
Emma Henningsson, AP7’s head of responsible ownership, said: “As a long-term owner we encourage VW to keep up with its peers and ensure there is no misalignment between its stated climate ambition and its lobbying activities.
“It is worrying that our shareholder right to contribute to the annual meeting agenda has been refused. As a result, we felt the need to go to court to clarify this grey area for corporate law in Germany.”
The investors are part of the Institutional Investor Group on Climate Change and the Climate Action 100+ initiative. They are represented by German law firm Hausfeld Rechtsanwälte LLP and supported by legal charity ClientEarth.
It is worrying that our shareholder right to contribute to the annual meeting agenda has been refused. As a result, we felt the need to go to court to clarify this grey area for corporate law in Germany.
Corporate accountability
ClientEarth suggested that a ruling in the pension funds’ favour would improve corporate accountability and transparency for shareholders in German companies, and would allow investors to actively contribute to enhancing VW’s governance.
Anders Schelde, AkademikerPension’s chief investment officer, said: “As an investor, we require full transparency on companies' lobbying activities, because in our experience far too many of the world's largest companies talk green but try to stall and water down climate policies behind the scenes.
“The best way for companies to address these concerns from investors and citizens is to publicly disclose lobbying activities.”
This is the first-time investors have started European litigation on a climate-related matter. But the court’s decision would be legally binding and would set a precedent in German corporate law.
Moreover, although the legal claim is based on the German Stock Corporation Act, it could have implications for other civil law systems in Europe, such as in France, where the scope of minority shareholder rights are also in doubt.
Adam Matthews, the Church of England Pensions Board’s chief responsible investment officer, said: “This is not an unreasonable request and a step many of their peers in the auto sector and in German listed companies have already taken and found beneficial.
“VW’s intransigence raises serious questions as to what they are scared good governance will reveal.”
Pia Axelsson, AP4’s manager of corporate governance, said: “We are disappointed that the company has taken such a clear stance of opaqueness regarding their possible affiliation with negative climate lobbying, something which could counteract the necessary transition to a net-zero economy.
“By blocking investors’ proposal to put this topic on the AGM agenda, VW has also made this a matter of principle regarding minority shareholders’ rights in Germany.”
Management authority
In response to the legal action, VW suggested that the investors request with the court for an addition to the agenda of its AGM was “inadmissible”.
“This is because the petitioners are attempting to amend the Articles of Association to include a provision that would inadmissibly interfere with the management authority of the board of management and could therefore not be validly adopted by the AGM,” a VW spokesperson said.
However, the auto giant said that VW already reports “publicly on its public affairs activities on a voluntary basis” in its annual report. The report outlines the company’s positions and objectives, such as “our support for the Paris Climate Agreement and the European Green Deal”.
The spokesperson added: “We also report in detail on our climate protection activities in the annual sustainability report. This year, for the first time, this report was prepared in accordance with the guidelines of the ‘Task Force on Climate-Related Financial Disclosures’, which was established by the Financial Stability Council of the G20 countries.”
