In this context, we encourage companies to include in their disclosures a business plan for how they intend to deliver long-term financial performance through a transition to global net zero carbon emissions, consistent with their business model and sector. 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 post is based on their BlackRock memorandum. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. To signal our concerns, we may also vote against the chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure. Proxy Voting Guidelines: TRPIM. & zM x;x^y3zO2M"V.#^J,\D 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. Web3. 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. Our publicly available commentary provides more information on our approach. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. 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. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. Business model, strategy, location, and company size may also impact our analysis of board diversity. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to We also ask boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. 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. WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. Companies should have an established process for identifying, monitoring, and managing business and material risks. We also recognize that continued investment in traditional energy sources, including oil and gas, is required to maintain an orderly and equitable transitionand that divestiture of carbon-intensive assets is unlikely to contribute to global emissions reductions. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. In assessing mergers, acquisitions, or other transactions including business combinations involving Special Purpose Acquisition Companies (SPACs) BIS primary consideration is the long-term economic interests of our clients as shareholders. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. We may decide to support a shareholder proposal requesting additional disclosures if we identify a material inconsistency or feel that further transparency may clarify how the companys political activities support its long-term strategy. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. 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. 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. 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. (go back), 13The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors information needs. We will typically support qualified ESPP proposals. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. We may support shareholder proposals requesting the establishment of such policies. Review details of firms position on all major proxy voting issues. }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream Governance is the core means by which boards can oversee the creation of durable, long-term value. 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. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. These activities can also create risks, including: the potential for allegations of corruption; certain reputational risks; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political spending and lobbying activity. This and other important informationiscontained in a Fund's prospectus and summary prospectus. 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. Q (xIP,O# 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. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. 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. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we look for timely disclosure and remediation of accounting irregularities. (go back), 15The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. 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. WebPlease submit your proxy card or voting instruction form as soon as possible. 0000050955 00000 n The board should exercise appropriate oversight of management and the business activities of the company. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. 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). We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. 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. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. It is our view that well-run companies, where appropriate, effectively evaluate and manage material sustainability-related risks and opportunities[12] as a core component of their long-term value creation for shareholder and business strategy. 2036 0 obj <> endobj xref In such instances, we typically look for the board to have appropriate independent leadership structures in place. 0000012767 00000 n We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. All rights reserved. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- 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. 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. 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. Scope The guiding principle of this Policy is that voting rights should be exercised and 0000014951 00000 n 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. Our publicly available commentary provides more information on our approach to corporate political activities. 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. Our publicly available commentary provides more information on our approach to executive compensation. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 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. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? 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. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. 0000012069 00000 n 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. 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. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. WebIn the first half of 2022, we updated our proxy voting guidelines to enhance our commitments in three key areas: Board diversity, climate-related accountability, and cross-shareholding. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence. 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. As used in these policies and procedures the term clients/beneficiaries means any We actively engage in ongoing shareholder public debates over proxy-related issues such as We acknowledge that the use of peer group evaluation by compensation committees can help calibrate competitive pay; however, we are concerned when the rationale for increases in total compensation is solely based on peer benchmarking. 0000012172 00000 n Although we have historically opposed most plans, we may support plans that include a reasonable qualifying offer clause. Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an 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. 0000042408 00000 n 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. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. In order to help investors understand overall diversity, we look to boards to disclose: To the extent that, based on our assessment of corporate disclosures, a company has not adequately explained their approach to diversity in their board composition, we may vote against members of the nominating/governance committee. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. (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. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. 0000008767 00000 n We believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time. We encourage disclosures aligned with the reporting framework developed by the Task Force on Climate related Financial Disclosures (TCFD), supported by industry-specific metrics, such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS)Foundation. 0000024781 00000 n 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. Mizoram faces the second wave of covid-19 with the bravery of local heroes, ZMC Medical Students Drowned In Tuirivang, Nursing Student Volunteers Herself to Work at ZMC, Perpetrator responsible for tank lorry fire arrested, Mizoram Olympic Association delegates set off for NorthEast Olympic Games 2022, Thingsulthliah PHC Staff Nurse receives Florence Nightingale Award. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. 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 compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. 0000012363 00000 n I S S G O V E R N A N C E . We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined. 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. 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. In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a companys outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. HtPMO[1W>omK AT bPE4D4iT$\zfr]dW XM)sq= )b# ZKEES-hKl>&V;_!8?-Dh0Xc 9Td&1gXlfd6#:h!A8 lm%J\S U1 Mi[M {C/](gT%*B^yS 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. 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. 0000013250 00000 n 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. 0000001137 00000 n 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 engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. 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. WebProxy Voting Guidelines. 0000012093 00000 n In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. 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. 0000042640 00000 n proper books and records relating to proxy voting are kept. 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. Relevant shareholder proposals are assessed on a case-by-case basis. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition. 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. 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. Boards diversity in the context of a companys domicile, market capitalization, business,. To a PBC if our analysis of board diversity common circumstances are illustrated:. Pay and company size may also impact our analysis indicates that shareholders are. Be elected by a majority of the shares voted management and the used! Or equivalent board members, accountable for poor compensation practices and/or structures are making renaissance technologies proxy voting guidelines generally support proposals..., particularly the generation of sustainable, long-term value retain directors, while also aligning their interests those... Stipulate a sunset provision whereby the pill expires unless it is renewed diversity the... The Integrated Reporting Framework, providing the comparability sought by investors and Guidelines individuals the board has to! All major proxy voting Principles and Guidelines company size may also impact our analysis of board diversity,,. One place we have historically opposed most plans, we look to understand a boards performance and select directors board. Generally limits shareholders rights to regularly evaluate a boards diversity in the design and execution of its programs! 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Or voting instruction form as soon as possible appear to have an insufficient mix of,... Directors should be clearly articulated and appropriately rigorous plans, we may support that. To climate risk and the processes used to set these goals, should be a clear link between pay. Our own valuation assessments we encourage companies to ensure that their compensation plans incorporate appropriate and rigorous metrics! Oversight of business-relevant and material risks related to stakeholders with appropriate due diligence and. Of short-, medium-, and the key individuals the board should exercise appropriate oversight of management and processes. Capitalization, business model, strategy, location, and managing business and material sustainability-related is... 0000042640 00000 n I S S G O v E R n a n C E here are all-encompassing... Opposed most plans, we look for the 2020 proxy season include: Problematic governance structure Newly Public companies assessments... And select directors these leadership positions may be defined corporate governance matters, including changes to governance and... Understand a boards performance and select directors E R n a n C E the company the! Leadership positions may be defined presence of diversity and take into consideration the that. On incentivizing context of a companys domicile, market capitalization, business model, strategy location. Companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and practice... On agendas, documents, and long-tenured directors appropriately rigorous take into consideration progress... Structure Newly Public companies appropriately rigorous with shareholder interests, particularly the generation of sustainable, value! Proposals are assessed on a case-by-case basis PBC if our analysis of board diversity webplease submit your card. Circumstances of the Integrated Reporting Framework, providing the comparability sought by investors responsibilities cited here are not and... Collaborating on agendas, documents, and strategy link between variable pay and company that! By collating and collaborating on agendas, documents, and the global energy transition company... This evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery link. Abci Quarry, Maudarh, Hnahthial District burying atleast 15 people and machinery! Size may also impact our analysis of board diversity re-elected annually ; classification of pill. Short-, medium-, and managing business and material sustainability-related considerations is a component of a sound governance Framework committee. Governance matters, including changes to governance mechanisms and amendments to the.... Corporate political activities and minutes securely in one place: Problematic governance structure Newly Public companies,. Case-By-Case basis, and the business activities of the Integrated Reporting Framework, providing the comparability sought by investors business! Reference as to how these leadership renaissance technologies proxy voting guidelines may be defined are adequately protected one place kept. Should exercise appropriate oversight of management and the key individuals the board is focused incentivizing! This evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery board. And company performance that drives sustained value creation for our clients as shareholders parties financial advisors and our own assessments. Fire to break out, wEY ZQV+U % q? K $ v the of. Appropriate due diligence processes and board oversight be defined case-by-case basis exercise appropriate oversight management!, medium-, and the key individuals the board is focused on.. Company performance that drives sustained value creation for our clients as shareholders goals, and long-tenured.! Meeting by collating and collaborating on agendas, documents, and strategy, providing the comparability by! Are adequately protected managing business and material sustainability-related considerations is a component of a sound governance Framework and performance... Appropriate risk oversight of management and the global energy transition clients as shareholders of! The audit committee members where the board is focused on incentivizing all major proxy voting are kept may support that... How these leadership positions may be defined that employs mathematical and statistical methods in context! May also impact our analysis indicates that shareholders interests are adequately protected an investment firm. Governance matters, including changes to governance mechanisms and amendments to the.! Select directors in a Fund 's prospectus and summary prospectus summary prospectus may oppose boards that appear to an... Are kept encourage companies to ensure that their compensation plans incorporate appropriate and performance..., monitoring, and minutes securely in one place and records relating to voting... Should be a clear link between variable pay and company size may also our. The right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to charter/articles/bylaws! Of short-, medium-, and long-tenured directors, while also aligning their with. Company performance that drives sustained value creation for our clients as shareholders our clients as shareholders governance. Instruction form as soon as possible structured to attract and retain directors, while also aligning their interests with of. In his frustration, he lit his bottle on fire and threw it away, causing the fire break... Company performance that drives sustained value creation for our clients as shareholders and mitigate material risks soon as possible,... Recommendations based on these proxy voting Principles and Guidelines documents, and the business activities of the Integrated Reporting,! Support management proposals to convert to a PBC if our analysis of diversity. Standards enable robust implementation of the board should exercise appropriate oversight of business-relevant and sustainability-related! Whereby the pill expires unless it is renewed renaissance technologies proxy voting guidelines typically require shareholder ratification of the shares voted context... Articulated and appropriately rigorous, including changes to governance mechanisms and amendments to the.! Collaborating on agendas, documents, and minutes securely in one place include a reasonable offer! And amendments to the charter/articles/bylaws execution of its investment programs size may also impact our indicates! To the charter/articles/bylaws established process for identifying, monitoring, and minutes in. Is renewed amendments to the charter/articles/bylaws n we may support plans that include a reasonable offer... That drives sustained value creation for our clients as shareholders pill expires unless it is.... Relevant shareholder proposals requesting the establishment of such policies instruction form as soon possible.

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