(go back), 16For example, BlackRocks Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Posted by Sandy Boss, John Roe and Jessica McDougall, BlackRock, Inc, on, Harvard Law School Forum on Corporate Governance, Do Diverse Directors Influence DEI Outcomes, International Financial Reporting Standards (IFRS) Foundation, International Sustainability Standards Board (ISSB), https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf, Mergers, acquisitions, asset sales, and other special transactions, Material sustainability-related risks and opportunities, Employment as a senior executive by the company or a subsidiary within the past five years, An equity ownership in the company in excess of 20%, Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the directors ability to act in the best interests of the company and its shareholders, Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee, Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director, Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual, Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. 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. We will take the total number of board commitments across our global policies into account for director elections. 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. 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. 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. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. 0000015446 00000 n Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. You'll be re-directed to Individual Investor site. In doing so, we typically consider the governance standards of the companys primary listing, the market standards by which the company governs themselves, and the market context of each specific proposal on the agenda. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. 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. 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. 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. Our publicly available commentary provides more information on our approach to board diversity. Q (xIP,O# 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. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. 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. Our publicly available commentary provides more information on our approach to executive compensation. 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. This site is for persons in the United States only. 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. 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. An EGC should have an independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO. It allows boards to have deeper discussions and make more resilient decisions. 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. 0000013250 00000 n WebThe proxy voting record of each Fund for the most recent period ended June 30 of each year, commencing in 2006, is available to any unitholders of the Funds at any time after August 31 of that year by calling the number below. When voting on a management or shareholder proposal to make changes to the charter/articles/bylaws, we will consider in part the companys and/or proponents publicly stated rationale for the changes; the companys governance profile and history; relevant jurisdictional laws; and situational or contextual circumstances which may have motivated the proposed changes, among other factors. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 0000012287 00000 n Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. 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. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 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 2036 41 0000004677 00000 n 0000002485 00000 n 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. 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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. Business model, strategy, location, and company size may also impact our analysis of board diversity. 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. Before investing in any Dodge & Cox Fund, you should carefully consider the Fund's investment objectives, risks, and charges and expenses. 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. 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. 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. It is our view that shareholders should have the opportunity to express feedback on annual incentive programs and changes to long-term compensation before multiple cycles are issued. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. 0000005611 00000 n Environmental, Social, and Governance (ESG) Integration. The perpetrator claims that he had gone to siphon gas from the overturned lorry but could only manage to fill one bottle amidst the mob. 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. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. (go back), 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. 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. Nicholas J. 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. Individual proxy votes therefore will differ from these guidelines from time to time. Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. 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 we determine that a board has failed to do so in a way that may impede a companys long-term value, we may vote against the responsible committees and/or individual directors. 0000006004 00000 n All rights reserved. We will typically support qualified ESPP proposals. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. Stay on the $country-name$ $persona-name$ site. trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream 0000012767 00000 n 0000015236 00000 n HtPMO[1W>omK AT bPE4D4iT$\zfr]dW XM)sq= )b# ZKEES-hKl>&V;_!8?-Dh0Xc 9Td&1gXlfd6#:h!A8 lm%J\S U1 Mi[M {C/](gT%*B^yS In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the Independent Chair or Lead Independent director and members of the nominating/governance committee. Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below. }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream Where companies are unwilling to voluntarily implement one share, one vote within a specified timeframe, or are unresponsive to shareholder feedback for change over time, we generally support shareholder proposals to recapitalize stock into a single voting class. 0000008767 00000 n 0000012093 00000 n 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. 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. 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. BIS will generally not support these proposals. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. Rather, support for such a proposal might arise in the case of overarching and sustained governance concerns such as lack of independence or failure to oversee a material risk over consecutive years(go back), 5This table is for illustrative purposes only. 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. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. 0000000016 00000 n Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. 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. However, the final voting decision is independent and voting authority rests These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder 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 note there may be cases in which the final vote recommendation at a particular company 0000042408 00000 n WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; Shareholders should have the opportunity to participate in the annual and special meetings for the companies in which they are invested, as these meetings facilitate an opportunity for shareholders to provide feedback and hear from the board and management. Were also watching an evolving pattern with E & S shareholder proposals and expanding engagement opportunities. 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]. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. It is our view that a majority of the directors on the board should be independent to ensure objectivity in the decision-making of the board and its ability to oversee management. We 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. Compensation structures should generally drive outcomes that align the pay of the executives with performance of the company and the value received by shareholders. If you have not received an invitation, and think you should have, please contact your Renaissance representative. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS 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 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. 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. 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. C O M 6 of 17 Upcoming Milestones Early-Mid December: Publication of all updated ISS benchmark policies (proxy voting guidelines) for 2023 on ISS website. In 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. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. 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. 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. (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. 0000110450 00000 n Self identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. The information provided here is neither tax nor legal advice. BIS recognizes that climate change can be challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. 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 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. 0000013449 00000 n BIS will also consider the average board tenure to evaluate processes for board renewal. 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. 0000005166 00000 n 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. 0000033560 00000 n We may support these proposals when they are consistent with our views as described above. &/%C`6c l`T8N! 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. Consistent with our approach to voting on directors, we seek to hold the audit committee of the board responsible for overseeing the management of the independent auditor and the internal audit function at a company. (go back), 17https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf(go back), 18While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies. 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. 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