As part of this consideration, we encourage companies to produce sustainability-related disclosures sufficiently in advance of their annual meeting so that the disclosures can be considered in relevant vote decisions. MFS Proxy Voting Committee. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. 0000015236 00000 n 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. While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a companys lobbying and political activities may impact the company. As a result, BlackRock will generally not participate in consent solicitations or related processes. 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. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. 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. 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. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. 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), 3A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies(go back), 4CTo this end, we do not view shareholder proposals asking for the separation of Chair and CEO to be a proxy for other concerns we may have at the company for which a vote against directors would be more appropriate. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. 0000033519 00000 n 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. WebInvesting involves risk, including possible loss of principal. Our publicly available commentary provides more information on our approach to board diversity. 0000014951 00000 n We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. 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 Prospective investors should consult with a tax or legal advisor before making any investment decision. [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. While 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. All rights reserved. We will typically support qualified ESPP proposals. WebProxy voting is a key element in our approach to sustainable investing. 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. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. The board should exercise appropriate oversight of management and the business activities of the company. Scope The guiding principle of this Policy is that voting rights should be exercised and We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. If you have not received an invitation, and think you should have, please contact your Renaissance representative. 0000012172 00000 n 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. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. 0000012767 00000 n We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy. 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. 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. In such instances, we typically look for the board to have appropriate independent leadership structures in place. 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. RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . However, we may vote against the appropriate committees and/or individual directors if, in our view, the board is ineffective in its oversight, either because it is too small to allow for the necessary range of skills and experience or too large to function efficiently. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. Proxy Voting Guidelines 2022. 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. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. It is our view that climate change has become a key factor in many companies long-term prospects. All Rights Reserved. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We consider the share price over multiple time periods prior to the date of the merger announcement. 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 and other important informationiscontained in a Fund's prospectus and summary prospectus. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. 0000013568 00000 n However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. I S S G O V E R N A N C E . We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. 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. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. While we welcome any disclosures and commitments companies choose to make regarding Scope 3 emissions, we recognize that these are provided on a good-faith basis as methodology develops. Proxy Voting Guidelines: TRPIM. 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. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. 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. Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 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. 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 generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally do not 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. 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