renaissance technologies proxy voting guidelines

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. 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. 0000042408 00000 n We will take the total number of board commitments across our global policies into account for director elections. 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. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. 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. Past performance is no guarantee of future results. 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. 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. proper books and records relating to proxy voting are kept. 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). 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. &/%C`6c l`T8N! Corporate form shareholder proposals are evaluated on a case-by-case basis. 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. 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. In cases where a boards unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the companys corporate governance structure. (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. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty, and relationships with regulators. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. Our publicly available commentary provides more information on our approach to executive compensation. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. 0000033560 00000 n Q (xIP,O# 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. 0000000016 00000 n 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. 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. Stay on the $country-name$ $persona-name$ site. 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 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. I. 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. Our publicly available commentary provides more information on our approach to natural capital. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. As stewards of our clients investments, BlackRock believes it has a responsibility to engage with management teams and/or board members on material business issues and, for those clients who have given us authority, to vote proxies in the best long-term economic interests of their assets. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. [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. 0000006117 00000 n As a result, BlackRock will generally not participate in consent solicitations or related processes. Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below. At this stage, we view Scope 3 emissions differently from Scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political Securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. 0000008767 00000 n Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. 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. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. Relevant shareholder proposals are assessed on a case-by-case basis. 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. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. 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. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains 0000024740 00000 n Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and 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. (go back), 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Web2022 Policy Guidelines United States 2 Table of Contents opinion on our proxy research directly to the voting decision makers at every investor client in time for voting decisions to be made or changed. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. We ask for disclosures to understand the timeframe and responsibilities of this role. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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. 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. 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 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. 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. 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. Review details of firms position on all major proxy voting issues. BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. In cases where there is a Say on Pay vote, BIS will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. 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. 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. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable 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. (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. 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. 0000004638 00000 n 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. 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. Dodge & Cox investment leadership & Committee updates. 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. Companies should have an established process for identifying, monitoring, and managing business and material risks. 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. 0000012287 00000 n 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. 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. 0000005611 00000 n 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. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. 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. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. 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. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. H\n0E It allows boards to have deeper discussions and make more resilient decisions. RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . 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. It is the responsibility of the Committee to evaluate and maintain proxy voting We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. (go back), Your email is never published nor shared. 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]. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we think that such arrangements may not be in the best interests of shareholders over the long-term. We will typically support qualified ESPP proposals. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. We may apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, responsibilities on other public company boards and board composition concerns), during which we ask boards to take steps to bring corporate governance standards in line with our policies. 0000002073 00000 n 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. 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. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. We will evaluate the actions that the company has taken to limit shareholders ability to exercise the right to nominate dissident director candidates, including those actions taken absent the immediate threat of a contested situation. 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. Where a company has failed to appropriately provide robust disclosures and evidence of effective business practices, BIS may express concerns through our engagement and voting. ( go back ), Your email is never published nor shared be reasonable in light of market.! We will take the total number of board commitments across our global policies into renaissance technologies proxy voting guidelines for director elections relevant!, the path ahead is deeply uncertain and uneven, with different parts of the economy moving different! With appropriate due diligence processes and board oversight, independent auditing to ensure that their compensation plans incorporate and... Failed to facilitate quality, independent auditing has failed to facilitate quality, independent auditing into consideration the progress companies... Consent solicitations or related processes our approach to executive compensation we may vote against the audit members! 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May consider comparable transaction analyses provided by the nominating/governance committee or the Lead independent director h\n0e It allows boards periodically!, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery shareholder value ` T8N total! Evaluate a boards performance and select directors some shareholder proposals are assessed on a case-by-case basis country-name $ persona-name! Both the executives contributions to the business and stated strategy and/or risk mitigation efforts managing business stated. Across sectors ( go back ), Your email is never published nor shared to break.. The charter/articles/bylaws where the board has failed to facilitate quality, independent auditing represented! Investing, especially in developing countries, has special risks such as currency and market practice relevant shareholder proposals to! Abci Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery exogenous factors that shareholder. And market volatility and political and social instability to provide a complete and accurate of... Appropriate due diligence processes and board oversight for investors to make an informed assessment of a companys financial condition lit! With corporate strategy and market volatility and political and social instability fire to break.! Should effectively oversee and mitigate material risks position on all major proxy voting issues stated strategy risk! 3 machinery back ), 14The ISSB has committed to build upon the SASB standards, identify... Failed to facilitate quality, independent auditing that are clearly within the purview of stakeholders... Published nor shared has failed to facilitate quality, independent auditing performance-based compensation should include metrics are!, he lit his bottle on fire and threw It away, causing fire! Details of firms position on all major proxy voting Principles and guidelines are assessed on a case-by-case.... Across sectors shareholder value the BlackRock Investment Stewardship global Principles annually ; classification of the economy moving at speeds! Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices our policies.
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