[4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. Past performance is no guarantee of future results. However, once an item comes to a shareholder vote, we uphold our fiduciary duty to vote in the best long-term interests of our clients, where we are authorized to do so. 1. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. Voting guidelines. These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. 2023 Renaissance Technologies LLC. This and other important informationiscontained in a Fund's prospectus and summary prospectus. 0000050955 00000 n We depend on companies to provide accessible and clear disclosures so that investors can easily understand how their political activities support their long-term strategy, including on stated public policy priorities. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, these structures should have a specific and limited duration. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. The GPVSC endeavours to hold meetings to decide how to vote particular proxies sufficiently before the voting deadline so that the procedures below regarding conflicts can be completed before the GPVSCs voting determination. 0000063266 00000 n Where we determine that a board has failed to do so in a way that may impede a companys long-term value, we may vote against the responsible committees and/or individual directors. Sandy Boss is Global Head of Investment Stewardship, John Roe is Head of Investment Stewardship (BIS) in the Americas, and Jessica McDougall is a Director at BlackRock Inc. Where we determine that a board has not acted in the best interests of the companys shareholders, or takes action to unreasonably limit shareholder rights, we may vote against the appropriate committees and/or individual directors. We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. Companies should also disclose any material supranational standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business conduct. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. Where executive compensation appears excessive relative to the performance of the company and/or compensation paid by peers, or where an equity compensation plan is not aligned with shareholders interests, we may vote against members of the compensation committee. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political Review details of firms position on all major proxy voting issues. Further, if a company qualifies as an emerging growth company (an EGC) under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. Dodge & Cox investment leadership & Committee updates. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (BDC),[3] in certain circumstances. As noted above, highly qualified, engaged directors with professional characteristics relevant to a companys business enhance the ability of the board to add value and be the voice of shareholders in board discussions. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and Proxy Voting Guidelines: TRPA. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the Independent Chair or Lead Independent director and members of the nominating/governance committee. 0000005166 00000 n In our view, shareholders should be entitled to voting rights in proportion to their economic interests. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. We encourage the company to explain their executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise. 2036 41 0000012363 00000 n Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. Before investing in any Dodge & Cox Fund, you should carefully consider the Fund's investment objectives, risks, and charges and expenses. Companies with multiple share classes should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the companys proxy. We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. y7>>zz/A0G#sdS`:^`Es. It is our view that a majority of the directors on the board should be independent to ensure objectivity in the decision-making of the board and its ability to oversee management. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder, or where a lower threshold may lead to an ineffective use of corporate resources. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. The integrity of financial statements depends on the auditor effectively fulfilling its role. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. We look to companies to disclose short-, medium-, and long-term targets, ideally science-based targets where these are available for their sector, for Scope 1 and 2 greenhouse gas emissions (GHG) reductions and to demonstrate how their targets are consistent with the long-term economic interests of their shareholders. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. 0000042951 00000 n All Rights Reserved. BIS may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (SERP) to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. 0000000016 00000 n Our view of independence may vary from listing standards. Nonetheless, we may support the proposal where the company: Increase in authorized common shares BIS will evaluate requests to increase authorized shares on a case-by-case basis, in conjunction with industry-specific norms and potential dilution, as well as a companys history with respect to the use of its common shares. WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . All rights reserved. Common impediments to independence may include: We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. Where several measures are grouped into one proposal, BIS may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder On November 11, 2019, Institutional Shareholder Services (ISS) released its 2020 Proxy Voting Guidelines, which are generally effective for meetings on or after February 1, 2020. The views and strategies described may not be suitable for all investors. If you have received an invitation, you must first create a login by following the link provided in If you have not received an invitation, and think you should have, please contact your Renaissance representative. BIS will generally support annual advisory votes on executive compensation. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the constituents of the communities in which a company operates. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. (See chart above.). Companies may engage in certain political activities, within legal and regulatory limits, in order to support public policy matters material to the companies long-term strategies. Please read the prospectus and summary prospectus carefully before investing. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? (go back), 19BlackRock is subject to certain regulations and laws in the United States that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals or elect directors to the board. Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. We see it as a means to promoting diversity of thought and avoiding group think in the boards exercise of its responsibilities to advise and oversee management. When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a companys lobbying and political activities may impact the company. 0000042640 00000 n Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. Scope The guiding principle of this Policy is that voting rights should be exercised and At this stage, we view Scope 3 emissions differently from Scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. WebVoting Guidelines set forth in Appendix A of Calverts Proxy Voting Policies and Procedures and the proxy voting guidelines discussed in this section do not apply to such ETFs. We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. (go back), 8Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans. I S S G O V E R N A N C E . If you have received an invitation, you must first create a login by following the link provided in the email sent to you. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. See Appendix A of Calverts Proxy Voting Policies and Procedures for a general discussion of the proxy voting guidelines to which these ETFs will be subject. We oppose voting on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight. Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the boards determination in setting such limits. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. Stay on the $country-name$ $persona-name$ site. WebPROXY VOTING GUIDELINES The fundamental precept followed by Northern Trust in voting proxies is to ensure that the manner in which shares are voted is in the best interest of clients/beneficiaries and the value of the investment. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification. WebThe proxy voting record of each Fund for the most recent period ended June 30 of each year, commencing in 2006, is available to any unitholders of the Funds at any time after August 31 of that year by calling the number below. Shareholders should have a meaningful opportunity to participate in the meeting and interact with the board and management in these virtual settings; companies should facilitate open dialogue and allow shareholders to voice concerns and provide feedback without undue censorship. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. There may be legitimate instances where underwater options create an overhang on a companys capital structure and a repricing or option exchange may be warranted. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we think that such arrangements may not be in the best interests of shareholders over the long-term. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSBs Climate Exposure Draft. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. May consider comparable transaction analyses provided by the parties financial advisors and our own analysis, to evaluate existing proposed... Shareholder litigation consistent with the companys proposal to reincorporate on a case-by-case.! Robust disclosures, we may consider comparable transaction analyses provided by the financial. Should be a clear link between variable pay and company performance that drives sustained value creation our. That sufficiently addresses our concerns will review a proposed transaction to determine the degree to which has. 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