RESOLVED: Shareholders of Mastercard Incorporated (“Mastercard”) request that the Board direct the Nominating and Corporate Governance Committee create a standing committee to oversee the Company’s responses to domestic and international developments in human rights that affect Mastercard’s business.
Mastercard’s exposure to conflict in human rights risk is significant as our company operates in over 210 countries and territories, some of which have a significant risk of human rights violations.
Companies can face risks related to human rights even when they only perform support functions. Internet infrastructure companies like web host GoDaddy, social media platform Facebook and payments firm PayPal have come under pressure for doing business with or providing a forum for neo-Nazis and other hate groups. Mastercard has received negative publicity for processing of payments to white supremacist groups. According to the website bloodmoney.org (accessed on December 18, 2018), Mastercard continues to process payments for organizations such as American Border Patrol, League of the South, Proud Boys and Stormfront.
The United Nations Guiding Principles on Business and Human Rights (the “Guiding Principles”) approved by the UN Human Rights Council in 2011, note that “Business enterprises may be involved with adverse human rights impacts either through their own activities or as a result of their business relationships with other parties... For the purpose of these Guiding Principles a business enterprise’s ‘activities’ are understood to include both actions and omissions; and its ‘business relationships’ are understood to include relationships with business partners, entities in its value chain, and any other non-State or State entity directly linked to its business operations, products or services.”
None of Mastercard’s current Board Committees have been assigned responsibility for overseeing human rights issues. We believe that the significant risks associated with adverse human rights impacts at Mastercard warrant specific accountability and responsibility at the Board level.