Organization: Charter Communications Inc.

Year: 2020

Resolved:

Shareholders request that Charter Communications (Charter) issue an annual sustainability report that includes greenhouse gas (GHG) emissions management strategies and quantitative metrics. The report should be available to shareholders within a reasonable timeframe and prepared at reasonable cost, omitting proprietary information.

Supporting Statement:

Strong management of material environmental, social, and governance (ESG) risks can have a positive effect on long-term shareholder value.

The Sustainability Accounting Standards Board (SASB)’s standards provide a framework for identifying material ESG issues and uniformly disclosing sustainability-related information to shareholders in a cost-effective manner. The Global Reporting Initiative’s Sustainability Reporting Standards may also provide useful assistance.

SASB identifies Charter’s material ESG issues as environmental footprint of operations; data privacy; data security; product end-of-life management; managing systemic risks from technology disruptions; and competitive behavior and open internet. Presently, Charter provides insufficient disclosure on these issues. For instance, Charter does not disclose energy use or GHG data to the public. The magnitude of energy use and the source of energy will become increasing material for Charter as the global regulatory focus on climate change increases, including policy incentives for energy efficiency and renewable energy, as well as the prospect of a price on carbon emissions. The absence of this information challenges investors’ ability to comprehensively evaluate Charter’s management of ESG risks and opportunities.

Investors are increasingly calling for improved corporate disclosure of performance on material ESG issues:

• Principles for Responsible Investment: 2,300 signatories that represent $86.3 trillion in assets who commit to: “seek appropriate disclosure on ESG issues by the entities in which [they] invest.”
• SASB Investor Advisory Group: 46 global asset owners and asset managers (including BlackRock, Vanguard and State Street Global Advisors), who hold over 20% of shares in Charter, and seek consistent, comparable, and reliable disclosure of material, decision-useful sustainability-related information from corporate issuers.
• CDP, representing 525 institutional investors globally with approximately $96 trillion in assets, calls for company disclosure on GHG emissions and climate change management programs. 70% of the S&P 500 disclose to CDP.
• The Task Force on Climate Related Financial Disclosures (TCFD), commissioned by the Financial Stability Board and supported by a cross section of influential investors and business leaders, recommends companies adopt targets to manage climate-related risks and disclose related strategies.

In 2018, the Governance & Accountability Institute found that 86% of S&P 500 companies published sustainability reports. Substantive reporting allows companies to better integrate and capture value from existing sustainability efforts, identify gaps and opportunities in policies and practices, enhance company-wide communications, and recruit and retain employees. By not reporting, Charter is falling

behind its peers, including Verizon Communications and Liberty Global, who provide comprehensive ESG reports that include GHG reduction goals.

In conclusion, we believe a sustainability report would provide shareholders with needed insight into the Company’s policies and practices on potentially material environmental, social and governance risks and opportunities.