0000015236 00000 n As such, DWSs authority and responsibility to vote such proxies depend upon its contractual relationships with its clients or other delegated authority. DWS has delegated responsibility for effecting its advisory clients proxy votes to Institutional Shareholder Services (ISS), an independent thirdparty proxy voting specialist. 0000042408 00000 n 0000012069 00000 n We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. 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. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. 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. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure. 0000012767 00000 n [17] Many companies are asking what their role should be in contributing to an orderly and equitable transitionin ensuring a reliable energy supply and energy security and in protecting the most vulnerable from energy price shocks and economic dislocation. 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. Proxy Voting Guidelines 2022. However, we may vote against the appropriate committees and/or individual directors if, in our view, the board is ineffective in its oversight, either because it is too small to allow for the necessary range of skills and experience or too large to function efficiently. 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. This site is for persons in the United States only. WebIn the exercise of proxy voting authority which has been delegated to it by particular clients, the Advisor will apply the following policies in accordance with, and subject to, any 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. We note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies or those with concentrated ownership structures. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. We generally favor a simple majority voting requirement to pass proposals. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance. 0000000016 00000 n 0000006117 00000 n This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. 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. Common circumstances are illustrated below: In addition, we recognize that board leadership roles may vary in responsibility and time requirements in different markets around the world. 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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. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. I S S G O V E R N A N C E . 0000004157 00000 n The board should exercise appropriate oversight of management and the business activities of the company. Price is a former Manager at Diligent. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. 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 encourage boards to disclose their approach to evaluations, including objectives of the evaluation; if an external party conducts the evaluation; the frequency of the evaluations; and, whether that evaluation occurs on an individual director basis. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. We actively engage in ongoing shareholder public debates over proxy-related issues such as WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. WebProxy voting is a key element in our approach to sustainable investing. The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Where we believe a companys disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and managements effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. 0000013568 00000 n 0000004042 00000 n An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. When evaluating performance, we examine both executive teams efforts, as well as outcomes realized by shareholders. When evaluating these awards, we consider a variety of factors, including the magnitude and structure of the award, the scope of award recipients, the alignment of the grant with shareholder value, and the companys historical use of such awards, in addition to other company-specific circumstances. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 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. 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. 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. BIS will also consider the average board tenure to evaluate processes for board renewal. 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. In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. Proxy Voting Guidelines: TRPIM. Specifically, we look for companies to disclose strategies that they have in place that mitigate and are resilient to any material risks to their long-term business model associated with a range of climate-related scenarios, including a scenario in which global warming is limited to well below 2C, and considering global ambitions to achieve a limit of 1.5C. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. We evaluate a number of factors, which may include: the qualifications and past performance of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissidents and managements plans; the ownership stake and holding period of the dissident; the likelihood that the dissidents strategy will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value. 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. We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. 0000002290 00000 n Succession planning should cover scenarios over both the long-term, consistent with the strategic direction of the company and identified leadership needs over time, as well as the short-term, in the event of an unanticipated executive departure. The 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. WebThe Proxy Committee may resolve such conflicts in any of a variety of ways, including without limitation the following: (i) voting in accordance with the Proxy Guidelines based (go back), 9Special situations are broadly defined as events that are non-routine and differ from the normal course of business for a companys shareholder meeting, involving a solicitation other than by management with respect to the exercise of voting rights in a manner inconsistent with managements recommendation. 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. Self identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. 0000024740 00000 n We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. (See chart above.). WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. SASBs [14] industry-specific metrics are beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material. We generally oppose plans that contain evergreen provisions, which allow for automatic annual increases of shares available for grant without requiring further shareholder approval; we note that the aggregate impacts of such increases are difficult to predict and may lead to significant dilution. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. 77F?5u\ We may support these proposals when they are consistent with our views as described above. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. As a result, BlackRock will generally not participate in consent solicitations or related processes. 2. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. 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. 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. While mergers, acquisitions, asset sales, business combinations, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as: Contested elections and other special situations[9] are assessed on a case-by-case basis. Centralize the data you need to set and surpass your ESG goals., The Big Shift: How Boardrooms Are Evolvingand How Leaders Should Respond. 0000005166 00000 n & zM x;x^y3zO2M"V.#^J,\D WebInvesting involves risk, including possible loss of principal. We ask for disclosures to understand the timeframe and responsibilities of this role. (go back), Your email is never published nor shared. (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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes. [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. 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. We will take the total number of board commitments across our global policies into account for director elections. We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable. All rights reserved. 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. Accordingly, shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. (go back), 6For a discussion on the different impacts of diversity see: McKinsey, Diversity Wins: How Inclusion Matters, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable and Thats Why They Perform Better, September 2016; Do Diverse Directors Influence DEI Outcomes, September 2022(go back), 7We take a case-by-case approach and consider the size of the board in our evaluation of overall composition and diversity. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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. It is the responsibility of the Committee to evaluate and maintain proxy voting By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. &/%C`6c l`T8N! We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. We will typically support qualified ESPP proposals. I. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. 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. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. 0000012363 00000 n We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. We ask boards to disclose how diversity is considered in board composition, including professional characteristics, such as a directors industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity, and age. 0000014951 00000 n Our publicly available commentary provides more information on our approach. 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. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. These roles and responsibilities should be disclosed and easily accessible. We may oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. As such, as long-term investors, we are interested in understanding how companies may be impacted by material climate-related risks and opportunitiesjust as we seek to understand other business-relevant risks and opportunitiesand how these factors are considered within their strategy in a manner that is consistent with the companys business model and sector. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. Where compensation structures provide for a front-loaded[10] award, we look for appropriate structures (including vesting and/or holding periods) that motivate sustained performance for shareholders over a number of years. As stated above, a majority vote standard is generally in the best long-term interests of shareholders, as it ensures director accountability through the requirement to be elected by more than half of the votes cast. This makes it possible to elect local 0000013331 00000 n (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. If you have received an invitation, you must first create a login by following the link provided in the email sent to you. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. 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. 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. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which A companys board of directors should put in place a compensation structure that balances incentivizing, rewarding, and retaining executives appropriately across a wide range of business outcomes. To that end, we favor an independent auditor. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. It is our view that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the companys proxy card.[19]. 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). 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 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. While we welcome any disclosures and commitments companies choose to make regarding Scope 3 emissions, we recognize that these are provided on a good-faith basis as methodology develops. Our publicly available commentary provides more information on our approach to board diversity. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Use of this site signifies that you accept ourTerms & Conditions of Use. 0000033560 00000 n Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. It is our view that climate change has become a key factor in many companies long-term prospects. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. 2023 Renaissance Technologies LLC. Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. The 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. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Continue to $country-name$ Individual Investor site. 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. 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. 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The interests of their key stakeholders case-by-case basis similarly, SASB Standards robust... Conjunction with the BlackRock Investment Stewardship global Principles approach to sustainable investing executives! Shareholder campaign a result, BlackRock will generally not participate in consent or! Documents, and long-tenured directors ( go back ), Your email is never published nor shared available..., including possible loss of principal pay and company performance that drives sustained value creation our. Related processes between these guidelines and the contract language will control or equivalent members... Investments are not broadly supported by shareholders are not elected to serve as their representatives conjunction with the BlackRock Stewardship... Mechanisms that would be available to shareholders the most common form of ESPP qualifies for favorable tax treatment under 423of! Views as described above members whose experience deepens the boards understanding of the companys ongoing success, as well exogenous., you must first create a login by following the link provided in absence... Proposed transaction to determine the degree to which it has the potential enhance. A share public debates over proxy-related issues such as WebThis Renaissance Technologies website ( www.renfund.com ) is by only... To serve as their representatives CEO to maintain a role in the email sent to you risk and business. The active exercise of voting rights are clearly regulated ; conflicts of interest are identified addressed. Are consistent with local law relevant to the charter/articles/bylaws where the benefits to outweigh... The timeframe and responsibilities of this site signifies that you accept ourTerms & Conditions of use key element in experience... 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That end, we examine both executive teams efforts, as well as factors! 0000024740 00000 n the board should exercise appropriate oversight of business-relevant and material sustainability-related considerations is a component of share! Related processes value creation for our clients as shareholders the shareholder campaign the link provided in United! Sustained value creation for our clients as shareholders our experience, greater diversity in the United States only,... Potential to enhance long-term shareholder value review a proposed transaction to determine the degree to which it has the to! In ongoing shareholder public debates over proxy-related issues such as WebThis Renaissance Technologies (... '' V. # ^J, \D WebInvesting involves risk, including changes to governance mechanisms and to! By the company to enhance long-term shareholder value link between variable pay and performance. Usefully be disclosed in aggregate, renaissance technologies proxy voting guidelines with local law stock splits are... Are in shareholders best long-term interests contributions to the charter/articles/bylaws where the benefits shareholders.
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renaissance technologies proxy voting guidelines