United States Securities and Exchange Commission
Washington, D.C. 20549
Notice of Exempt Solicitation
Pursuant to Rule 14a-103
Name of the Registrant: PNC Financial Services Group Inc.
Name of persons relying on exemption: The Sisters of St. Joseph, Brentwood
and the Dominican Sisters of Hope.
Address of persons relying on exemption: Investor Advocates for Social
Justice, 40 S Fullerton Ave Montclair, NJ 07042
Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated
under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule, but is made voluntarily
in the interest of public disclosure and consideration of these important issues.
The Proponents urge you to vote FOR Item 4, shareholder proposal
on Risks Associated with Financing the Nuclear Weapons Industry, at the PNC Financial Services Annual Meeting of Shareholders on April
27, 2022.
40 S Fullerton Ave, Montclair,
NJ 07042 ◊ 973-509-8800 ◊ info@iasj.org ◊ www.iasj.org
Summary of the Proposal
The proposal requests reporting on the effectiveness of PNC’s
Environmental and Social Risk Management (“ESRM”) systems at managing risks associated with lending, investing, and financing
activities within the nuclear weapons industry.
Support for this proposal is warranted and in the best interest
of shareholders because:
| 1. | PNC’s Environmental and Social Risk Management (“ESRM”) framework, due diligence processes, and screens lag behind
peer practices and lack meaningful analysis of social risks; |
| 2. | Rationale for the Board’s conclusion that its lending relationships with companies connected to the nuclear defense industry
are consistent with the Company’s ESRM is lacking assurance and robustness, and fails to account for heightened risk during Russia’s
Invasion of Ukraine; |
| 3. | Many of the companies categorized as “nuclear weapons companies” that PNC finances do not have adequate systems in place
to fulfill their human rights responsibilities and present reputational and legal risks; and |
| 4. | PNC is exposed to legal, financial, and reputational risk through its financing activities of the nuclear weapons industry, regardless
of the size or scope of its investments, and shareholders are unable to determine how PNC is managing risks associated with financing
nuclear weapons. |
Arguments in Favor of the Proposal on Risks of Nuclear Weapons Financing
| 1. | PNC’s ESRM framework lags peer practices and does not explicitly address risks of nuclear weapons finance, despite the severity
and likelihood of harm to potential stakeholders. |
PNC has an Environmental and Social Risk Management framework to “assess,
mitigate and manage environmental and social risks at both the portfolio and individual transaction levels through a framework that includes
portfolio analysis, stress testing, and policies and procedures to govern our underwriting and portfolio management practices.”
i Although PNC argues that its lending
relationships with companies connected to the nuclear defense industry are consistent with the Company’s ESRM framework, the policy
does not even include weapons, defense, military equipment or nuclear weapons among impacted sectors that present immediate, elevated,
or emerging risks, despite the fact that nuclear weapons are now prohibited under international law following the entry into force of
the Treaty on the Prohibition of Nuclear Weapons (TPNW).ii Given the absence of these
sectors in the framework, it is impossible for investors to evaluate how the framework applies to these business relationships, whether
PNC undertook a rigorous risk assessment, and if it is meeting its responsibility to respect human rights under the UN Guiding Principles
on Business and Human Rights.
PNC’s ESRM appears to lack a robust analysis of social risks,
as it has not publicly identified any sectors that require elevated due diligence because of exposure to social risk. It is unclear why
the Company has identified sectors like auto manufacturing, steel, and building materials as “emerging/elevated” risks in
its industry assessment, but not controversial or lethal weapons such as nuclear weapons.iii
Based on these priorities, it appears the company’s ESRM exclusively focuses on climate risk. In PNC’s opposition statement,
the Company asserts that its lending is subject to “management-level environmental and human rights risk assessment pursuant to
PNC's ESRM framework”. However, the Company provides no disclosure of how its human rights due diligence process impacts lending
decisions. PNC furthermore has no formal commitment to human rights, unlike peers such as Bank of America, Citigroup, and JP Morgan Chase.iv
Additionally, PNC’s human rights reporting is narrowly focused on nondiscrimination and compliance with forced labor regulations.
PNC’s process lags behind peers in terms of specificity and robustness. For example, Bank of America and Citigroup identify lethal
or controversial weapons as requiring escalated due diligence or have policies to engage with companies in these sectors to ensure they
are meeting their human rights responsibilities.
Furthermore, PNC has made other commitments to stop lending to controversial
or high-risk sectors like cluster munitions, which are illegal weapons under international law due to the significant risk they pose to
civilians.v Prior to this commitment, PNC loaned $25 million in 2010 to a company contracted
to produce cluster munitions, which were illegal under international law at the time.vi
Like nuclear weapons, cluster munitions are deployed in a manner where that is unable to distinguish between civilians and combatants,
and often kill or maim civilians and unintended targets. In this evolving legal landscape, nuclear weapons warrants a similar commitment
to prohibit lending especially because the risk of nuclear weapons is arguably higher.
| 2. | Contrary to PNC’s conclusion that financial relationships with the nuclear weapons industry “do not pose a material
credit, legal or reputational risk to PNC,” the Company is exposed to legal, financial, and reputational risk through its financing
activities of the nuclear weapons industry. |
PNC already lends over $1.9 billion to the nuclear weapons industry.vii
Russia’s invasion of Ukraine and nuclear threats place us at higher risk of nuclear detonation than during the Cold War.viii
Financing the production and stockpiling of nuclear weapons presents tremendous risks and enormous costs to global socioeconomic systems.
For example, the human rights risks associated with nuclear weapons are severe and irremediable. Detonation of a nuclear weapon
would cause “massive death and destruction, trigger large-scale displacement, and cause long-term harm to human health and well-being,
as well as long-term damage to the environment, infrastructure, socioeconomic development and social order”.ix
Existing medical infrastructure is not equipped to treat human health impacts from blast waves, thermal waves, radiation, and radioactive
fallout generated by nuclear explosions.x Even the smaller “tactical” nuclear
weapons being threatened by Russia present wide scale environmental, social, and health crises.xi
Given the severity and nature of these risks, the property and casualty insurance industry has long determined that it cannot provide
protection against a nuclear bomb. Nuclear discharges are excluded from nearly all insurance policies as the risks are viewed as impossible
to insure against.xii A similar determination is appropriate for financial services
with respect to financing.
The Bulletin of Atomic Scientists has set the “Doomsday Clock”
at 100 seconds to midnight, citing increasing geopolitical tensions and undermining by nuclear armed countries of “practical and
available diplomatic and security tools for managing nuclear risks”.xiii There
is a high likelihood that spending on nuclear arsenals will increase, and the Biden administration recently authorized “first use”
of nuclear weapons to respond to non-nuclear threats. xiv In this context, it is even
more important that PNC implement a robust, proactive, risk-based approach to evaluate the potential legal, financial, and credit risks
of involvement in financing this sector. In its opposition statement, PNC relies on the fact that its exposure to these companies only
represents 0.2% of the company’s total loan portfolio. However, its ESRM should be implemented based on the potential harm to stakeholders
associated with those investments, which is high. The fact that these companies reflect a small percentage of PNC’s total loan portfolio
incentivizes a strict interpretation to conclude that ending all exposure to nuclear weapons financing is appropriate, as it will have
limited impact on the overall portfolio.
PNC has a responsibility under the UN Guiding Principles on Business
and Human Rights (UNGPs) to address adverse human rights impacts that it may cause, contribute to, or be directly linked to its business.
Recent guidance on the application of the UNGPs to the banking sector asserts that “a bank can contribute to an adverse impact through
its own activities (actions or omissions)- either directly alongside other entities, or through some outside entity, such as a client.”xv
The companies identified by the Proponents as “nuclear weapons companies” have contracts with the U.S. government and other
governments to provide goods and services specifically designed to facilitate the stockpiling of nuclear weapons. Many companies that
produce key components for nuclear weapons are incentivized to lobby for increased nuclear stockpiling and arms sales.xvi
Contrary to PNC’s argument that these companies “provide
a myriad of products and services that benefit society and enhance the quality of human life”, defense contractors produce products
intended for use in conflict to cause death and destruction. There is evidence showing that all of these companies have insufficient
human rights protections and are failing to meet their responsibilities under international human rights and humanitarian law. For
example, PNC made over $400 million in loans to Boeing in 2020 and holds over 160 million shares in the company as of December 2019.xvii
Boeing has contracts to work on nuclear intercontinental ballistic missiles and nuclear gravity bombs, as well as contracts for U.S. and
U.K. Trident II (D5) nuclear weapons. A recent report published by Amnesty International found that Boeing, along with several other companies
PNC finances, are failing to meet their human rights responsibilities.xviii Civil society
representatives brought a complaint to the U.S. National Contact Point against Boeing for failing to carry out human rights due diligence
in relation to supplying military equipment to Saudi Arabia for use in Yemen.xix Gross
human rights violations, including those that could amount to war crimes, have been committed throughout the conflict,xx
and Boeing has been named as an integral company in supplying arms and services to the Saudi Arabia/UAE-led coalition.xxi
Boeing also reportedly spent over $13 million on lobbying in 2021.xxii Other companies
PNC finances include General Dynamics, which is involved in producing components for U.S. and U.K. nuclear armed submarine launched ballistic
missiles.xxiii A component manufactured by General Dynamics is linked to the 2018 school
bus bombing carried out by the Saudi Arabian Armed Forces in Yemen, which resulted in the deaths of dozens of children and has been recognized
as a war crime.xxiv General Dynamics has also repeatedly supplied a wide range of weapons
systems and munitions to the Israeli Defense Forces, including weaponry reportedly used in attacks on Palestinian civilians that constitute
human rights violations and war crimes.xxv
| 3. | PNC has not taken into account the Treaty on the Prohibition of Nuclear Weapons and associated increasing reputational and legal
risks. |
The PNC Board’s conclusion that relationships to the nuclear
weapons industry do not pose a material credit, legal, or reputational risk to PNC is lacking and does not take into account the Treaty
on the Prohibition of Nuclear Weapons (TPNW), which entered into force in January 2021. The TPNW explicitly prohibits development, testing,
production, manufacture and stockpiling of nuclear weapons or other nuclear explosive devices, as well as any assistance with those prohibited
acts.xxvi There are currently 86 signatories to the TPNW and 60 states have ratified
or acceded to the Treaty.xxvii This may impact existing contracts for nuclear weapons
among the companies PNC finances, leading to financial risk, or may force states to interfere in business activities that are now illegal
under the TPNW. Companies may also be required to demonstrate that they are not conducting prohibited activities in jurisdictions that
ratified the Treaty, a potentially costly endeavor. In addition to this, the TPNW serves as an important milestone in the development
of the norm against nuclear weapons, can influence the behavior of states not party, as evidenced by other weapons prohibition treaties.
For example, since the entry into force of the Convention on Cluster Munitions (CCM) in 2010 and the Mine Ban Treaty (MBT) in 1999, production
of the prohibited weapons among states parties and states not party has nearly ceased: three countries are believed to actively produce
landmines and ten countries are likely actively producing cluster munitions.xxviii Companies
like Textron and Orbital ATK stopped producing cluster munitions in the United States, a state not party to the CMM, since the treaty’s
entry into force.xxix States not party to the MBT, like Egypt, adopted explicit policies
against producing landmines after that treaty’s entry into force.xxx
The TPNW has inspired other financial institutions to actively exit
financial relationships with nuclear weapon producers, anticipating similar effects as other weapons prohibitions. These include ABP,
which in January 2018 announced an end to all financing relationshipsxxxi, and KBC Group
who announced their compliance with all provisions of the new instrument upon its entry into force in January 2021.xxxii
Over 90 financial institutions appear to have stopped funding activities to the nuclear weapons industry, and almost 60 financial institutions
have adopted policies to prohibit lending to the nuclear weapons industry.xxxiii Reputational
risk is subjective, and this is a small example demonstrating how similarly sized investors have assessed these risks.
Increasing scrutiny of lending practices and international pressure
for nuclear disarmament escalates the risk to PNC and exposes the company to reputational risk as a retail banker. The Stop Banking the
Bomb Campaign has held over 90 demonstrations outside of PNC offices, including during PNC’s shareholder meetings, calling for divestment
from nuclear weapons manufacturers.xxxiv Furthermore, PNC positions itself as a sustainable
and responsible bank, and faces reputational risks if its operations conflict with this positioning.
Conclusion
Proponents encourage all PNC shareholders to support Item 4, shareholder
proposal on Risks Associated with Financing the Nuclear Weapons Industry, at the PNC Financial Services Annual Meeting of Shareholders
on April 27, 2022.
Support for this proposal is warranted and in the best interest
of shareholders because:
PNC’s Environmental and Social Risk Management (“ESRM”)
framework, due diligence processes, and screens not only lag behind peers, but also do not explicitly address the risks associated with
financing nuclear weapons, despite the severity and likelihood of harm to potential stakeholders. Shareholders would benefit from increased
disclosure on how PNC is managing the risks associated with nuclear weapon financing, especially as the entry into force of the Treaty
on the Prohibition of Nuclear Weapons will likely result in increasing reputational and legal risk.
For further information, please contact: Jillianne Lyon, Senior Program
Associate at Investor Advocates for Social Justice and representative of the Sisters of St. Joseph of Brentwood, via email: jlyon@iasj.org
or phone: 973-509-8800.
i https://www.pnc.com/en/about-pnc/corporate-responsibility/corporate-social-responsibility/governance-risk/values-business.html
ii https://www.un.org/disarmament/wmd/nuclear/tpnw/
iii https://www.pnc.com/en/about-pnc/corporate-responsibility/corporate-social-responsibility/governance-risk/values-business.html
iv https://about.bankofamerica.com/assets/pdf/human-rights-statement.pdf
; https://www.citigroup.com/citi/citizen/data/citi_statement_on_human_rights.pdf ; https://www.jpmorganchase.com/about/our-business/human-rights
v https://www.clusterconvention.org/
vi https://www.banktrack.org/download/worldwide_investments_in_cluster_munitions_a_shared_responsibility_2/full_report_june_2012_0.pdf
vii https://www.dontbankonthebomb.com/perilous-profiteering/
viii https://inews.co.uk/news/world/threat-nuclear-conflict-russia-ukraine-higher-cold-war-paranoid-vladimir-putin-1502571
ix General comment
No. 36 (2018) on article 6 of the International Covenant on Civil and Political Rights, on the right to life, available at: https://tbinternet.ohchr.org/Treaties/CCPR/Shared%20Documents/1_Global/CCPR_C_GC_36_8785_E.pdf
pg. 16; https://www.icrc.org/en/document/humanitarian-impacts-and-risks-use-nuclear-weapons
x https://www.icrc.org/en/document/humanitarian-impacts-and-risks-use-nuclear-weapons
xi https://www.scientificamerican.com/article/limited-tactical-nuclear-weapons-would-be-catastrophic/
xii https://www.propertycasualty360.com/2017/08/22/insurance-implications-of-war-domestic-terrorism-and-nuclear-threats/?slreturn=20210224155255#:~:text=Nuclear%20weapons%20are%20so%20dangerous,nuclear%20reactions%20are%20also%20excluded.
xiii https://thebulletin.org/doomsday-clock/current-time/
xiv https://www.armscontrol.org/issue-briefs/2020-03/surging-us-nuclear-weapons-budget-growing-danger#:~:text=While%20the%20Pentagon%20is%20projecting,the%20Pentagon's%20total%20acquisition%20costs;
https://www.wsj.com/articles/biden-to-review-u-s-nuclear-weapons-programs-with-eye-toward-cuts-11608805800;
https://thehill.com/policy/defense/541906-lawmakers-gird-for-spending-battle-over-nuclear-weapons; https://www.armscontrol.org/act/2022-04/news/biden-policy-allows-first-use-nuclear-weapons
xv https://www.hlregulation.com/2017/09/14/the-responsibility-to-respect-human-rights-in-the-banking-sector/
xvi https://nukewatch.org/new-and-updated-item/this-is-how-the-biggest-arms-manufacturers-steer-millions-to-influence-us-policy/
xvii https://www.dontbankonthebomb.com/wp-content/uploads/2019/06/2019_HOS_web.pdf
xviii https://www.amnesty.org/download/Documents/ACT3008932019ENGLISH.PDF
xix https://complaints.oecdwatch.org/cases/Case_474
xx https://www.amnesty.org/en/latest/news/2015/09/yemen-the-forgotten-war/
xxi https://www.amnesty.org/en/latest/news/2019/09/arms-companies-failing-to-address-human-rights-risks/
xxii https://www.opensecrets.org/federal-lobbying/clients/summary?id=D000000100
xxiii https://www.dontbankonthebomb.com/wp-content/uploads/2019/06/2019_HOS_web.pdf
xxiv https://www.hrw.org/news/2018/09/02/yemen-coalition-bus-bombing-apparent-war-crime
xxv https://investigate.afsc.org/company/general-dynamics
xxvi The full text
of the Treaty on the Prohibition of Nuclear Weapons is available: http://undocs.org/A/CONF.229/2017/8
xxvii https://www.icanw.org/signature_and_ratification_status
xxviii Cluster Munitions
Monitor 2019, http://www.the-monitor.org/en-gb/reports/2019/cluster-munition-monitor-2019/cluster-munitionban-policy.aspx;
Landmine Monitor 2019, http://www.the-monitor.org/en-gb/reports/2019/landmine-monitor-2019/ban-policy.aspx.
xxix Worldwide Investment
in Cluster Munitions, PAX, December 2018, https://www.paxforpeace.nl/publications/allpublications/worldwide-investment-in-cluster-munitions-2018
xxx “Egypt:
Mine Ban Policy,” Landmine and Cluster Munitions Monitor, 9 October 2018, http://www.the-monitor.org/engb/reports/2018/egypt/mine-ban-policy.aspx#ftn7
; “United States: Mine Ban Policy,” Landmine and Cluster Munitions Monitor, 18 December 2019, http://www.the-monitor.org/en-gb/reports/2019/united-states/mine-banpolicy.aspx#:~:text=%5B13%5D%20The%202020%20Trump%20administration,countries%20between%201969%20and%201992.
xxxi “ABP Pension
Fund excludes tobacco and nuclear weapons”, ABP, January 2018, https://www.abp.nl/english/press-releases/abp-pension-fund-excludes-tobacco-and-nuclear-weapons.aspx
xxxii “KBC
nuclear arms policy fully in line with UN Treaty on Prohibition of Nuclear Weapons”, KBC Group, January 2021, https://www.kbc.com/content/dam/kbccom/doc/newsroom/pressreleases/2021/20210122_PB_VNverdrag_Kernwapens_ENG.pdf?fbclid=IwAR310l3vmdVLa9ROnhlS-MEjBCScdWmqpMURs-WIZgXYmtQ98RREqNAdr60
xxxiii https://www.dontbankonthebomb.com/policy-analysis-report-rejecting-risk/
xxxiv http://www.nuclearban.us/stop-banking-the-bomb-the-campaign-to-get-pnc-bank-to-divest-from-nuclear-weapons/
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