Sustainability as a “Fiduciary Duty”
Intel has amended its corporate charter to include mandatory reporting on "corporate responsibility and sustainability performance."
Intel has changed their corporate charter to require their Governance and Nominating Committee to:
"review(s) and report(s) to the Board on a periodic basis with regards to matters of corporate responsibility and sustainability performance, including potential long and short term trends and impacts to our business of environmental, social and governance issues, including the company's public reporting on these topics."
For two years, Harrington Investments Inc. introduced a shareholder resolution to amend Intel's bylaws to create a Board Committee on Sustainability. With this change, Harrington agreed to withdraw its bylaw amendment resolution.
Intel's decision was influenced by an opinion from its corporate counsel, Gibson, Dunn & Crutcher LLP, which stated that under Delaware law directors have a fiduciary duty to address corporate responsibility and sustainability performance.