RESOLVED: Shareholders request the Board of Directors adopt a comprehensive Human Rights Policy stating the company’s commitment to respect human rights throughout its operations and value chain, and describing steps to identify, assess, prevent, mitigate, and, where appropriate, remedy adverse human rights impacts connected to the business.

WHEREAS: Tripadvisor attracts the world’s largest travel audience, providing hotel and restaurant reviews, accommodation booking, and other travel services to more than 463 million monthly unique users[1] and lists properties in countries with widespread and gross human rights abuses, including, but not limited to, China (Xinjiang Uyghur Autonomous Region), Myanmar, Occupied Palestinian Territory, Venezuela, Western Sahara, and Yemen;

Companies and investors increasingly view human rights-based risks as leading indicators that may materially impact company value and investment performance.[2] Companies as diverse as Bank of America,[3] Ford,[4] Microsoft,[5] Nestle,[6] Sony,[7] and Unilever[8] have integrated human rights into their determinations of the issues that matter most to their financial performance and shareholders. 

Multilateral organizations and nation states are developing laws, sanctions, and standards, including pending legislation on mandatory human rights due diligence for all EU countries, to address corporate human rights violations. These regulations create ever-expanding layers of legal, reputational, and financial risk for companies and investors to consider;[9]

To mitigate heightened risks, leading companies adopt human rights policies based on international frameworks, such as the United Nations Guiding Principles on Business and Human Rights. Tripadvisor’s “Code of Business Conduct and Ethics” references a “Commitment to Human and Workplace Rights,”[10] but does not define what this means and therefore does not provide guidance for assessing and mitigating human rights risks.

Supporting Statement:  Shareholders seek information, at board and management discretion, on the relative benefits and drawbacks of developing a human rights policy that:

• Discusses the company’s process for identifying, assessing, preventing, mitigating, and, where appropriate, remedying adverse human rights impacts in its value chain; and
• Describes the company’s process for conducting human rights impact assessments in those countries with widespread and gross human rights abuses.

Shareholders believe that it is in Tripadvisor’s best interest, advancing its corporate reputation and mitigating potential risks, to establish a human rights policy and corresponding practices throughout its operations and value chain.

[1] “Notice of 2020 Annual Meeting and Proxy Statement and 2019 Annual Report,” Tripadvisor, April 28, 2020 (http://ir.tripadvisor.com/static-files/fa0c4f91-1c44-40e4-b85e-0085c2473d9d).

[2] “Embracing the New Age of Materiality: Harnessing the Pace of Change in ESG,” World Economic Forum, March 2020, https://www.weforum.org/whitepapers/embracing-the-new-age-of-materiality-harnessing-the-pace-of-change-in-esg. 

[3] “Materiality,” Bank of America, https://about.bankofamerica.com/en-us/what-guides-us/materiality.html#fbid=ei_ln5RMGBF.

[4] “Sustainability Report 2020,”Ford, 2020, https://corporate.ford.com/microsites/sustainability-report-2018-19/assets/files/sr18.pdf.

[5] “Our policies and practices,” Microsoft, https://www.microsoft.com/en-us/corporate-responsibility/reporting-governance.

[6] “Materiality,” Nestle, https://www.nestle.com/csv/what-is-csv/materiality.

[7] “Sustainability Reporting,” Sony, https://www.sony.net/SonyInfo/csr_report/humanrights/.

[8] “Defining our material issues,” Unilever, https://www.unilever.com/sustainable-living/our-approach-to-reporting/defining-our-material-issues/.

[9] “2021 law will make human rights due diligence mandatory for EU companies,” Herbert Smith Freehills LLP, 2020, https://www.lexology.com/library/detail.aspx?g=dc595c67-2ef8-488e-a66c-2ba474ddce8d#:~:text=2021%20law%20will%20make%20human%20rights%20due%20diligence%20mandatory%20for%20EU%20companies,-Herbert%20Smith%20Freehills&text=European%20Commissioner%20.

[10] “Code of Business Conduct and Ethics,” TripAdvisor, Inc., April 24, 2018 (http://ir.tripadvisor.com/static-files/c9552116-2cb5-4931-a831-49ff788da7ca).

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