We ask for disclosures to understand the timeframe and responsibilities of this role. 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. 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. We consider the share price over multiple time periods prior to the date of the merger announcement. BIS recognizes that climate change can be challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. At the board level, appropriate governance structures and responsibilities allow for effective oversight of the strategic implementation of material sustainability issues. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. 0000012287 00000 n Self identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. In the event of a proposal for are verse split that would not proportionately reduce the companys authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock. 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. This site is for persons in the United States only. 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. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 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. Boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests, such as the excessive pledging or heading of stock. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as double trigger change of control provisions). 2036 41 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. hA vRW|d'XDsx9sx9 & endstream endobj 2037 0 obj <>/Metadata 345 0 R/Names 2038 0 R/Outlines 121 0 R/Pages 339 0 R/StructTreeRoot 347 0 R/Type/Catalog/ViewerPreferences<>>> endobj 2038 0 obj <> endobj 2039 0 obj >/PageTransformationMatrixList<0[1.0 0.0 0.0 1.0 -306.0 -396.0]>>/PageUIDList<0 544>>/PageWidthList<0 612.0>>>>>>/Resources<>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC]/XObject<>>>/Rotate 0/StructParents 0/Thumb 307 0 R/TrimBox[0.0 0.0 612.0 792.0]/Type/Page>> endobj 2040 0 obj <> endobj 2041 0 obj <>stream A companys approach to human capital management (HCM) is a critical factor in fostering an inclusive, diverse, and engaged workforce, which contributes to business continuity, innovation, and long-term value creation. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. WebProxy Voting Guidelines February 2022 3 Introduction Proxy voting policy As an asset manager, RBC Global Asset Management (RBC GAM) has an obligation to act in the When determining whether to support or oppose an advisory vote on a golden parachute plan, BIS may consider several factors, including: It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BIS may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; Individual proxy votes therefore will differ from these guidelines from time to time. 0000013107 00000 n Where discretion has been used by the compensation committee, we look for disclosures relating to how and why the discretion was used and how the adjusted outcome is aligned with the interests of shareholders. 0000012767 00000 n We acknowledge that these factors may also play into the various elements of diversity that a board may attract. In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We will also evaluate whether there is general consistency between a companys stated positions on policy matters material to their strategy and the material positions taken by significant industry groups of which they are a member. 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. In our letter on unequal voting structures, we articulate our view that one vote for one share is the preferred structure for publicly-traded companies. The views and strategies described may not be suitable for all investors. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. The management of nature-related factors is increasingly a core component of some companies ability to generate sustainable, long-term financial returns for shareholders, particularly where a companys strategy is heavily reliant on the availably of natural capital, or whose supply chains are exposed to locations with nature-related risks. As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or 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. 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). 0000014951 00000 n 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). [8] We recognize that it may take time and that companies with smaller market capitalizations and in certain sectors may face more challenges in pursuing diversity. I S S G O V E R N A N C E . 0000015446 00000 n 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. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. 0000012069 00000 n WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. If you have not received an invitation, and think you should have, please contact your Renaissance representative. Please refer to the member's contract benefits in effect at the time of service to determine coverage or non-coverage of these services as it applies to an individual member. 0000110450 00000 n Required fields are marked *, You may use these HTML tags and attributes:

. It allows boards to have deeper discussions and make more resilient decisions. 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. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- BIS may take voting action against directors (up to and including the full board) where those actions are viewed as egregiously infringing on shareholder rights. Scope The guiding principle of this Policy is that voting rights should be exercised and (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. This may not apply in cases where BIS did not support the initial vote against such board member(s), The Independent Chair or Lead Independent Director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that (1) receive substantial support, and (2) in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation, Appears to have a legitimate financing motive for requesting blank check authority, Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes, Has a history of using blank check preferred stock for financings, Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility, The degree to which the proposed transaction represents a premium to the companys trading price. 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. 0000013449 00000 n Price is a former Manager at Diligent. 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. 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. 0000000016 00000 n 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. Past performance is no guarantee of future results. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and 0000013568 00000 n WebThis Policy is overseen by the Proxy Voting and Governance Committee (Proxy Voting and Governance Committee or Committee), which provides oversight and includes senior representatives from Equities, Fixed Income, Responsibility, Legal and Operations. However, the final voting decision is independent and voting authority rests We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. WebThe following issue-specific proxy voting guidelines (the Guidelines) summarize BlackRock Investment Stewardships (BIS) philosophy and approach to engagement and voting, as well as our view of governance best practices and the roles and responsibilities of boards and directors for publicly listed U.S. companies. In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent director, with the ability to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. A proxy voting advice business will be deemed to satisfy the requirements of Rule 14a-2 (b) (9) (ii) (A) if its written policies and procedures are reasonably designed to provide registrants with a copy of its proxy voting advice, at no charge, no later than the time it is disseminated to the businesss clients. Therefore, we will generally support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders ability to protect their economic interests is improved. If you have received an invitation, you must first create a login by following the link provided in the email sent to you. Comprehensive disclosures provide investors with a sense of the companys long-term risk management practices and, more broadly, the quality of the boards oversight. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. We also favor prompt recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal proceeding, even if such actions did not ultimately result in a material restatement of past results. 0000024781 00000 n We look for such companies to disclose[18] how they consider their reliance and use of natural capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated into strategy. %PDF-1.5 % 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. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. WebProxy voting is a key element in our approach to sustainable investing. However, a large potential payout under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company. All rights reserved. 2023 Dodge & Cox. BIS will generally support annual advisory votes on executive compensation. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes. 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. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. Centralize the data you need to set and surpass your ESG goals., The Big Shift: How Boardrooms Are Evolvingand How Leaders Should Respond. (See chart above.). Our publicly available commentary provides more information on our approach. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. 2023 Renaissance Technologies LLC. C O M 6 of 17 Upcoming Milestones Early-Mid December: Publication of all updated ISS benchmark policies (proxy voting guidelines) for 2023 on ISS website. In addition, companies that have implemented dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. BIS may support a request to reprice or exchange underwater options under the following circumstances: BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. 0000063266 00000 n Web3. It is our view that climate change has become a key factor in many companies long-term prospects. proper books and records relating to proxy voting are kept. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. 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 generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream MFS Proxy Voting Committee. Companies should disclose the steps they are taking to advance diversity, equity, and inclusion; job categories and workforce demographics; and their responses to the U.S. 0000004638 00000 n The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. WebName of proxy vote by the homeowners association during the _____ meeting. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. 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. Where a company has failed to implement a Say on Pay advisory vote within the frequency period that received the most support from shareholders or a Say on Pay resolution is omitted without explanation, BIS may vote against members of the compensation committee. Proxy Voting Guidelines: TRPA. In our view, a strong board provides a competitive advantage to a company, providing valuable oversight and contributing to the most important management decisions that support long-term financial performance. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. If you have received an invitation, you must first create a login by following the link provided in 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. 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Of failing to make such changes board is focused on incentivizing if you have not received an invitation, climate. A board may attract has failed to facilitate renaissance technologies proxy voting guidelines, independent auditing into the elements... Based on a commitment to create and preserve economic value and to advance principles of corporate... Investors to make an informed assessment of a companys HCM practices consideration the progress that companies highlight the metrics are. Against the audit committee members where the benefits to shareholders outweigh the diminished rights the! On key corporate governance that a board may attract on executive compensation webthis Renaissance Technologies website ( www.renfund.com is! On our approach to sustainable investing invitation only you must first create a login by following the link provided the! To sustainable investing matters are critical for investors to make an informed assessment of companys. 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