Business model, strategy, location, and company size may also impact our analysis of board diversity. Price is a former Manager at Diligent. In such instances, we typically look for the board to have appropriate independent leadership structures in place. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. Use of this site signifies that you accept ourTerms & Conditions of Use. Dodge & Cox Funds are distributed by Foreside Fund Services, LLC, which is not affiliated with Dodge & Cox. 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. 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. 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. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes. Where companies are unwilling to voluntarily implement one share, one vote within a specified timeframe, or are unresponsive to shareholder feedback for change over time, we generally support shareholder proposals to recapitalize stock into a single voting class. As a result, BlackRock will generally not participate in consent solicitations or related processes. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. 2036 41 There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. In all instances, we will evaluate the changes to shareholder protections under the new charter/articles/bylaws to assess whether the move increases or decreases shareholder protections. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. 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. Environmental, Social, and Governance (ESG) Integration. Companies should disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, particularly where there is conflict between relevant market governance practices. Voting guidelines. In addition, all members of audit, compensation, and nominating/governance committees should be independent. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. Without a voting mechanism to immediately address concerns about a specific director, we may choose to vote against the directors up for election at the time (see Shareholder rights for additional detail). Our view of independence may vary from listing standards. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q WebPlease submit your proxy card or voting instruction form as soon as possible. (See chart above.). At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to WebProxy voting is a key element in our approach to sustainable investing. When evaluating performance, we examine both executive teams efforts, as well as outcomes realized by shareholders. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Posted by Sandy Boss, John Roe and Jessica McDougall, BlackRock, Inc, on, Harvard Law School Forum on Corporate Governance, Do Diverse Directors Influence DEI Outcomes, International Financial Reporting Standards (IFRS) Foundation, International Sustainability Standards Board (ISSB), https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf, Mergers, acquisitions, asset sales, and other special transactions, Material sustainability-related risks and opportunities, Employment as a senior executive by the company or a subsidiary within the past five years, An equity ownership in the company in excess of 20%, Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the directors ability to act in the best interests of the company and its shareholders, Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee, Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director, Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual, Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; We generally do not favor programs focused on awards that require performance levels to be met and maintained for a relatively short time period for payouts to be earned, unless there are extended vesting and/or holding requirements. Our publicly available commentary provides more information on our approach to natural capital. The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. Q (xIP,O# 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. (go back), 16For example, BlackRocks Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. However, the final voting decision is independent and voting authority rests Diversification and asset allocation do not ensure a profit or guarantee against loss. Disclosure of material issues that affect the companys long-term strategy and value creation, including, when relevant, material sustainability-related factors, is essential for shareholders to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks. We will take the total number of board commitments across our global policies into account for director elections. WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. This and other important informationiscontained in a Fund's prospectus and summary prospectus. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. 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. Nicholas J. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the In our view, an informative indicator of diversity for such companies is having at least two women and a director who identifies as a member of an underrepresented group. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. 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. WebInvesting involves risk, including possible loss of principal. If you have not received an invitation, and think you should have, please contact your Renaissance representative. 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. In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. 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. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. 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. Join Lisa Edwards, Diligent President and COO, and Fortune Media CEO Alan Murray to discuss how corporations' role in the world has shifted - and how leaders can balance the risks and opportunities of this new paradigm. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. Where a director serves on an excessive number of boards, which may limit their capacity to focus on each boards needs, we may vote against that individual. Review recommendations for proxies where the Guidelines specify that the issues are to be determined on a caseby--case basis and ensure such proxies are voted in accordance with these Policies and Guidelines; and Monitoring Proxy Vendor Oversights proxy voting activities (see below). Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting 0000004042 00000 n Prospective investors should consult with a tax or legal advisor before making any investment decision. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. An EGC should have an independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO. 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. All rights reserved. This position is based on our view that diversity of perspective and thoughtin the boardroom, in the management team and throughout the companyleads to better long-term economic outcomes for companies. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 1. Where a company is listed on multiple exchanges or incorporated in a country different from their primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the companys governance structure and specific proposals on the shareholder meeting agenda. 0000042640 00000 n 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. Governance is the core means by which boards can oversee the creation of durable, long-term value. It is our view that climate change has become a key factor in many companies long-term prospects. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. In doing so, we typically consider the governance standards of the companys primary listing, the market standards by which the company governs themselves, and the market context of each specific proposal on the agenda. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed: How diversity, including demographic factors and professional characteristics, is considered in board composition, given the companys long-term strategy and business model, How directors professional characteristics, which may include domain expertise such as finance or technology, and sector- or market-specific experience, are complementary and link to the companys long-term strategy, The process by which candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors networks are engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations, The Independent Chair or Lead Independent Director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession, The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. BIS will generally not support these proposals. When assessing how to vote including on the election of directors and relevant shareholder proposals robust disclosures are essential for investors to understand, where appropriate, how companies are integrating material sustainability risks and opportunities across their business and strategic, long-term planning. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. 0000005611 00000 n 0000015446 00000 n 0000012172 00000 n Employee stock purchase plans (ESPP) are an important part of a companys overall human capital management strategy and can provide performance incentives to help align employees interests with those of shareholders. We consider the share price over multiple time periods prior to the date of the merger announcement. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. It allows boards to have deeper discussions and make more resilient decisions. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. %PDF-1.5 % The integrity of financial statements depends on the auditor effectively fulfilling its role. The Assam Rifles - Friends of the Hill People? Comprehensive disclosures provide investors with a sense of the companys long-term risk management practices and, more broadly, the quality of the boards oversight. 0000013568 00000 n 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. 0000013250 00000 n We typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. (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. jxD NyA%oIL.Mr`sjk BCy +MX |. |_j l3 endstream endobj 2075 0 obj <>/Filter/FlateDecode/Index[347 1689]/Length 63/Size 2036/Type/XRef/W[1 2 1]>>stream We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. (go back), 12By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a companys business model that have an environmental or social dependency or impact. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. For companies facing insolvency or bankruptcy, a premium may not apply, There should be clear strategic, operational, and/or financial rationale for the combination, Unanimous board approval and arms-length negotiations are preferred. Web3. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. Our publicly available commentary provides more information on our approach to HCM. Not adequately managing risk available commentary provides more information on our approach to natural capital and. Available commentary provides more information on our approach to HCM companies may elect for the departing to. 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