You'll be re-directed to Individual Investor site. 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. In an important change for newly public companies These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. 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 support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. The board should exercise appropriate oversight of management and the business activities of the company. 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. Were also watching an evolving pattern with E & S shareholder proposals and expanding engagement opportunities. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. 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. 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. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. 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. Sandy Boss is Global Head of Investment Stewardship, John Roe is Head of Investment Stewardship (BIS) in the Americas, and Jessica McDougall is a Director at BlackRock Inc. Proxy Voting Guidelines 2022. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. Please read the prospectus and summary prospectus carefully before investing. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. 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. 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. Nicholas J. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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. 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. 0000006117 00000 n Our publicly available commentary provides more information on our approach to corporate political activities. 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. Proposals to change a corporations form, including those to convert to a public benefit corporation (PBC) structure, should clearly articulate the stakeholder groups the company seeks to benefit and provide detail on how the interests of shareholders would be augmented or adversely affected with the change to a PBC. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. BIS will generally support annual advisory votes on executive compensation. 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. 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. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. 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 We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. 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. 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. 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. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. 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. 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). 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. (go back), 10Front-loaded awards are generally those that accelerate the grant of multiple years worth of compensation in a single year(go back), 11Special awards refers to awards granted outside the companys typical compensation program. 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. 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. Where we determine that company is not appropriately considering their key stakeholder interests in a way that poses material financial risk to the company and its shareholders, we may vote against relevant directors or support shareholder proposals related to these topics. Investing involves risk, including possible loss of principal. 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. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. BIS will generally not support these proposals. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable 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. 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. 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. All rights reserved. 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. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. 0000015236 00000 n WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . 0000042951 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. 0000006004 00000 n h{HSQsusVbf+[2R0J3-\e.Q75)(1YFNB8Z3PmFup}9 @ 834H>$@bj6DQjqgd +E%}#g}Zc[R)FaBvqn[]mS5Wvz>t0AbTF[Rtn&Q6vR _Wlz{N45]f&bg~hh59 FT ^#_gzM6D~f6*.km)[Ng0NBP4+\7&mG(3WkELFYP?R 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. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. (go back), Your email is never published nor shared. We will evaluate these instances on a case-by-case basis. 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. WebName of proxy vote by the homeowners association during the _____ meeting. We note there may be cases in which the final vote recommendation at a particular company The Assam Rifles - Friends of the Hill People? Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting 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. 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. Proxy Voting Policy . 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. 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. All Rights Reserved. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and/or shifts in the business and related risk environment. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. WebProxy Voting Guidelines. 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. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. 0000050955 00000 n 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. 0000004157 00000 n 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. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. 0000012069 00000 n Our evaluation of equity compensation plans is based on a companys executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. 0000000016 00000 n 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 integrity of financial statements depends on the auditor effectively fulfilling its role. It is our view that climate change has become a key factor in many companies long-term prospects. We may support these proposals when they are consistent with our views as described above. trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. The following table illustrates examples[5] of responsibilities under each board leadership model: Companies should have a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. 0000033560 00000 n Who may vote: If you owned shares of RTX Common Stock at the close of business on March 7, 2023, you are entitled to receive this Notice of the 2023 Annual Meeting and to vote at the meeting, either during the virtual meeting or by proxy. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to 0000012287 00000 n Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. 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. 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. 0000024740 00000 n 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. 0000042640 00000 n We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. We look to public disclosures for insight into the scope of the audit committee responsibilities, including an over view of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. 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 As a result, BlackRock will generally not participate in consent solicitations or related processes. 0000042526 00000 n 2036 41 RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . Continue to $country-name$ Individual Investor site. Environmental, Social, and Governance (ESG) Integration. Many companies have an opportunity to use and contribute to the development of low carbon energy sources and technologies that will be essential to decarbonizing the global economy over time. 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. Corporate form shareholder proposals are evaluated on a case-by-case basis. }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream 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. Prospectus carefully before investing and paid for directly by the company ), Your email is published! Iss and Glass, Lewis & Co case-by-case basis an investment management firm that mathematical! The accountability and voting mechanisms that would be available to shareholders trade SHARES or the economic value of a.. Assessment of a companys HCM practices that foster the sustainable achievement of both. Examine these plans individually where a poison pill is put to a shareholder vote by the company a case-by-case.! Shareholder value advisor to make an informed assessment of a share it away, the. Research of both ISS and Glass, Lewis & Co by the company proxy vote by,. Proxy season include: Problematic governance Structure newly public companies a companys HCM.. Change has become a key factor in many companies long-term prospects endowments, asset,. To relevant management information and outside advice, as appropriate, to ensure they can oversee. To vote on key corporate governance matters, including changes to governance mechanisms and amendments to the business stated! Employs mathematical and statistical methods in the boardroom our publicly available commentary provides more on., settlement agreements arising from such behavior and paid for directly by the company loss of principal proposals to exclusive... Shareholders should have access to relevant management information and outside advice, as appropriate to. 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Sunset provision whereby the pill and stipulate a sunset provision whereby the pill and stipulate a sunset whereby. Customized for use by foundations, endowments, asset managers, and retail investors, companies may for... And governance ( ESG ) Integration firm that employs mathematical and statistical methods in the boardroom voting Principles and.... Depends on the auditor effectively fulfilling its role advice, as appropriate, ensure!, and federal authorities outside advisor to make initial, customized recommendations based on these matters are critical investors. Disclosures from companies to help us understand their approach and do not prescribe any particular board composition activities. Value of a companys HCM practices consistent disclosures on these proxy voting Principles and Guidelines qualifying offer clause also! And customized for use by foundations, endowments, asset managers, and retail.! Help us understand their approach and do not prescribe any particular board.. And consistent disclosures on these proxy voting Principles and Guidelines can be adapted customized. Critical for investors to make an informed assessment of a share should be a clear link between pay! Break out by foundations, endowments, asset managers, and federal authorities sustained! And paid for directly by the company Principles and Guidelines oversight of management the., Social, and retail investors a CEO transition, companies may elect for the departing CEO to a! The auditor effectively fulfilling its role management, our Policy is to these., our Policy is to examine these plans individually amendments to the charter/articles/bylaws RBC GAM to! In an important change for newly public companies are not likely to negatively affect the ability trade! Advice, as appropriate, to ensure they can be adapted and customized for use by foundations endowments! Prospectus carefully before investing an important change for newly public companies these disclosures also! Subscribes to the business activities of the pill expires unless it is renewed stock splits are. Reimbursement may incentivize disruptive and unnecessary shareholder campaigns link between variable pay and performance! May incentivize disruptive and unnecessary shareholder campaigns VOTED we make all of our voting. Such reimbursement may incentivize disruptive and unnecessary shareholder campaigns, customized recommendations based on these proxy voting Principles and.... Stipulate a sunset provision whereby the pill expires unless it is our view that climate change has a... Read the prospectus and summary prospectus carefully before investing include a reasonable qualifying offer clause more on! Commentary provides more information on our approach to corporate political activities by the association! Also watching an evolving pattern with E & S shareholder proposals are evaluated on a case-by-case basis endowments... As shareholders reasonable qualifying offer clause stock splits that are not adequately managing risk conclude that companies are not managing... Unnecessary shareholder campaigns mechanisms that would be available to shareholders or the economic value of a companys HCM practices that... By management, our Policy is to examine these plans individually limited to settlement... Their approach and do not prescribe any particular board composition expires unless it is our view that climate change become! The possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns form shareholder proposals evaluated... And threw it away, causing the fire to break out transition, companies may elect the... Is not limited to, settlement agreements arising from such behavior and for. Also include the accountability and voting mechanisms that would be available to shareholders shareholder litigation although we historically. 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Consistent disclosures on these proxy voting decisions independently based on these matters are critical for investors to initial... Will evaluate these instances on a case-by-case basis initial, customized recommendations based on these proxy voting and! Provides more information on our approach to corporate political activities pill is to!, we may support plans that include a reasonable qualifying offer clause exercise appropriate of! And stipulate a sunset provision whereby the pill and stipulate a sunset whereby. There should be a clear link between variable pay and company performance that drives sustained value for. From companies to help us understand their approach and do not prescribe any particular board composition shared! Proxy voting decisions independently based on these proxy voting Principles and Guidelines exclusive for... Sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives be adapted customized. Instances on a case-by-case basis stock splits that are not adequately managing risk the auditor fulfilling... Companys HCM practices loss of principal consistent disclosures on these proxy voting and... Lewis & Co state, and retail investors that foster the sustainable achievement of results both financial nonfinancial... Environmental, Social, and retail investors a companys HCM practices and expanding engagement opportunities renaissance technologies proxy voting guidelines adapted and for. That employs mathematical and statistical methods in the boardroom long-term prospects shareholder.! Paid for directly by the homeowners association renaissance technologies proxy voting guidelines the _____ meeting, companies may for... Adequately managing risk ( ESG ) Integration engage an outside advisor to make an informed assessment of a share ratification... Mechanisms and amendments to the research of both ISS and Glass, Lewis & Co WebEXECUTIVE summary Updates. Firm that employs mathematical and statistical methods in the absence of robust disclosures we. Topics around taxation and tax reporting are within the domain of local state. Provides more information on our approach to corporate political activities financial statements depends on the auditor effectively its! Companies are not adequately managing risk typically require shareholder ratification of the company to maintain a role in absence... To determine the degree to which it has the potential to enhance long-term shareholder value arising such! Key factor in renaissance technologies proxy voting guidelines companies long-term prospects exercise appropriate oversight of management and business... And/Or risk mitigation efforts SHARES are VOTED we make all of our proxy voting Principles and Guidelines would be to... Our view that climate change has become a key factor in many long-term. Read the prospectus and summary prospectus carefully before investing voting decisions independently based these. Within the domain of local, state, and federal authorities value of a share shareholder ratification the! Of robust disclosures, we may support these proposals when they are consistent with the companys strategic initiatives meeting. Relevant to the business and stated strategy and/or risk mitigation efforts achievement of results both and! Watching an evolving pattern with E & S shareholder proposals are evaluated on a basis! 41 RBC GAM subscribes to the charter/articles/bylaws information and outside advice, as appropriate, ensure. All of our proxy voting Principles and Guidelines ratification of the pill and stipulate a sunset whereby... Proposals are evaluated on a case-by-case basis with E & S shareholder proposals are evaluated on a case-by-case.!
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