Punkt nio som Teslas aktieägare ska rösta om i kväll:
https://www.sec.gov/Archives/edgar/data ... def14a.pdf (sid 101)
Proposal Nine
Stockholder Proposal Regarding Adoption of a Freedom of
Association and Collective Bargaining Policy
In accordance with SEC rules, we have set forth a stockholder proposal, along with a supporting
statement, exactly as submitted by SOC Investment Group. SOC Investment Group has informed us
that it is the beneficial owner of more than 100 shares of Tesla’s common stock and intends to
present the following proposal at the 2024 Annual Meeting. SOC Investment Group’s address is
1900 L Street NW, Suite 900, Washington, D.C. 20036. The stockholder proposal will be required to
be voted upon at the 2024 Annual Meeting only if properly presented.
Stockholder Proposal and Supporting Statement
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RESOLVED, the Board of Directors of Tesla, Inc. shall adopt and disclose a Non-interference Policy
(“Policy”) upholding the rights to freedom of association and collective bargaining in its operations,
as reflected in the International Labour Organization’s Declaration on Fundamental Principles and
Rights at Work (“Fundamental Principles”). The Policy should contain a commitment to:
• Non-interference when employees seek to form or join a trade union, and a prohibition
against acting to undermine this right or pressure employees not to form or join a trade
union;
• Good faith and timely collective bargaining if employees form or join a trade union;
• Uphold the highest standard where national or local law differs from international human
rights standards; and
• Define processes to identify, prevent, account for, and remedy practices that violate or are
inconsistent with the Policy.
SUPPORTING STATEMENT: Freedom of association and collective bargaining are fundamental
human rights protected by international standards including the Fundamental Principles, United
Nation’s Guiding Principles on Business and Human Rights, and the United Nation’s Universal
Declaration of Human Rights.
According to the International Labour Organization, “Freedom of association refers to the right of
workers … to create and join organizations of their choice freely and without fear of reprisal or
interference.” (1)
In some localities, the guidance outlined in these principles may be more stringent than national
law. The United Nations High Commissioner for Human Rights asserts “…where national laws and
regulations offer a level of human rights protection that falls short of internationally recognized
human rights standards, enterprises should operate to the higher standard.” (2)
Tesla’s policies lack clarity on this point. Tesla’s Business Code of Ethics states that “Tesla is
committed to upholding and respecting all internationally recognized human rights,” but Tesla’s
Global Human Rights Policy undermines this commitment by stating that Tesla respects labor rights
“In conformance with local law,” notably leaving out the commitment to any more stringent
international standards. Adopting the Policy will clarify to workers and other stakeholders that
Tesla will adhere to the higher standard and avoid any real or perceived conclusion otherwise.
Tesla has been accused of interfering with workers’ rights in recent proceedings before the National
Labor Relations Board (“Labor Board”). As of December 2023, the Labor Board has ruled against
Tesla in several cases; others are pending. (3) In 2021, the Labor Board upheld a ruling that Tesla
illegally fired a worker in retaliation for union organizing, and illegally threatened workers regarding
unionization. (4) In Sweden, Tesla faces an expanding number of solidarity strikes after refusing to
sign a collective agreement with mechanics represented by IF Metall.
Such reports represent material reputational and operational risks to Tesla’s shareholders. Workers’
ability to exercise their labor rights can also have positive outcomes for companies and investors.
Unionization has been shown to support an equitable and inclusive workplace, decrease turnover,
improve health and safety, boost innovation, and strengthen responsible business conduct.(5)
***
Opposing Statement of the Board
The Board has considered this proposal and determined that it would not serve the best interests
of Tesla or our stockholders, as the Company is already committed to protecting its employees’
rights.
The ethical treatment of all people and regard for human rights is core to our mission of promoting
a sustainable future. We endorse and base our definition of human rights on the United Nation’s
Universal Declaration for Human Rights (UDHR). The UDHR focuses on dignity, respect and equality,
without discrimination, and recognizes the right to freedom of association and collective
bargaining. Our commitment to human rights is so deeply ingrained in our values that we also
require all of our suppliers to follow our Supplier Code of Conduct, which mandates our suppliers
to respect the right of all workers to form and join trade unions of their own choosing, to bargain
collectively, to engage in peaceful assembly, as well as respect the right of workers to refrain from
such activities. Our suppliers must allow workers and/or their representatives to be able to openly
communicate and share ideas and concerns with management regarding working conditions and
management practices without fear of discrimination, reprisal, intimidation or harassment.
We have more than 140,000 employees worldwide, and we comply with all applicable local laws
related to freedom of association and collective bargaining, and respect internationally recognized
human rights in all the areas we operate. Our Global Human Rights Policy specifically sets forth
that “Tesla respects the right of workers to form and join trade unions of their own choosing . . . to
bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to
refrain from such activities.” In Germany, we have established a works council which advocates for
employees and acts similarly to a union. In the US, we share information with employees on their
rights under the National Labor Relations Act and we provide every manager training on employee
rights, including the freedom of association.
Along with our policies and the actions we have taken to protect our employees’ rights, we also
provide our employees multiple methods to report any concerns or grievances. Tesla has been built
upon a culture of open communication, and employees have the right to freely discuss their
wages, benefits and terms and conditions of employment. They also have the ability to raise
complaints internally or externally. We encourage employees to bring any concerns or grievances
they may have to any member of management or their HR partner. We also operate an Integrity Line,
which is available 24 hours a day, seven days a week, for employees to anonymously report concerns
without fear of retaliation. In addition, our global Take Charge program enables employees to
report issues and suggestions on safety, security and work practices, with the option to report
anonymously. All issues and suggestions are responded to and tracked to closure. HR and
management routinely conduct roundtables with employees, to understand employee painpoints
and barriers, impacting their ability to complete operational goals. These direct feedback
mechanisms allow employees to be involved in shaping their workplace and supports agile decision
making from leadership to address their requests or concerns.
A talented and engaged workforce is central to our mission to accelerate the world’s transition to
sustainable energy. In order to recruit and retain this workforce, Tesla is committed to, among other
things, regular and meaningful engagement with our employees, a robust culture of safety and
highly competitive compensation programs. We offer wages and benefits that meet or exceed those
of other comparable manufacturing jobs in the regions where we operate, and we recently
increased our base pay even further for much of our workforce. In addition, unlike other
manufacturers, the vast majority of our employees have the opportunity of receiving equity, which
can result in significantly higher compensation beyond our already industry-competitive total
compensation.
We believe our policy and actions speak for themselves and our commitment to our employees.
The stockholder proponent cites to the United Nations as an international standard, and as stated
above, we already endorse the UDHR in our practices. Rather than looking at Tesla’s commitment
and actions, the stockholder proponent only desires Tesla to expend resources to create and
maintain a policy framework and additional administrative bureaucracy set to the stockholder
proponent’s own standards. This will not meaningfully alter Tesla’s commitment to human rights,
nor create additional benefits to our employees or value for our stockholder.
Therefore, as we believe that we have already included adequate disclosure with respect to employee
rights, are actively engaged in protecting these rights, and have devoted substantial resources to
creating a healthy culture, we do not believe in implementing this proposal.
The Board recommends a vote AGAINST the stockholder proposal
regarding adoption of a freedom of association and collective
bargaining policy.
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