We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. The board should exercise appropriate oversight of management and the business activities of the company. In addition, companies that have implemented dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. 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 consider the share price over multiple time periods prior to the date of the merger announcement. 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. While mergers, acquisitions, asset sales, business combinations, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as: Contested elections and other special situations[9] are assessed on a case-by-case basis. You'll be re-directed to Individual Investor site. 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. 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. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. 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. The information provided here is neither tax nor legal advice. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as double trigger change of control provisions). Please read the prospectus and summary prospectus carefully before investing. 0000008767 00000 n While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. Past performance is no guarantee of future results. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. 0000015236 00000 n 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. Nicholas J. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. &/%C`6c l`T8N! If you have received an invitation, you must first create a login by following the link provided in the email sent to you. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. 0000001137 00000 n 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. BIS will generally not support these proposals. 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. Individual proxy votes therefore will differ from these guidelines from time to time. In addition, all members of audit, compensation, and nominating/governance committees should be independent. 1. 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. 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. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. Our publicly available commentary provides more information on our approach to HCM. 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. 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. (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. WebPlease submit your proxy card or voting instruction form as soon as possible. Our publicly available commentary provides more information on our approach to executive compensation. 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. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which (See chart above.). We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. 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. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. 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]. 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. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. 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. 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. 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. 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. BIS may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (SERP) to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. 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. Scope The guiding principle of this Policy is that voting rights should be exercised and 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. However, once an item comes to a shareholder vote, we uphold our fiduciary duty to vote in the best long-term interests of our clients, where we are authorized to do so. We may decide to support a shareholder proposal requesting additional disclosures if we identify a material inconsistency or feel that further transparency may clarify how the companys political activities support its long-term strategy. 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 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. We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. Common impediments to independence may include: We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. Proxy Voting Guidelines: TRPA. %PDF-1.5 % 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. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. 0000002522 00000 n BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We also generally oppose plans that allow for repricing without shareholder approval. 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). In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification. 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. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. 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. 0000013331 00000 n Business model, strategy, location, and company size may also impact our analysis of board diversity. The views and strategies described may not be suitable for all investors. 0000012767 00000 n 2023 Dodge & Cox. In our view, director compensation packages that are based on the companys long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. When evaluating these awards, we consider a variety of factors, including the magnitude and structure of the award, the scope of award recipients, the alignment of the grant with shareholder value, and the companys historical use of such awards, in addition to other company-specific circumstances. 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 will evaluate these instances on a case-by-case basis. 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). 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. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSBs Climate Exposure Draft. (go back), 15The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. Our publicly available commentary provides more information on our approach. 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. We will evaluate these disclosures to inform our view of how a company is managing material nature-related risks and opportunities, as well as in our assessment of relevant shareholder proposals. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 2. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks. Review details of firms position on all major proxy voting issues. 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. In such instances, we typically look for the board to have appropriate independent leadership structures in place. 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 Dodge & Cox investment leadership & Committee updates. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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. BIS will also consider the average board tenure to evaluate processes for board renewal. 0000012093 00000 n I S S G O V E R N A N C E . When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable 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. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. Price is a former Manager at Diligent. 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. 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. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. 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. 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. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. WebInvesting involves risk, including possible loss of principal. 0000063266 00000 n (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. 0000002485 00000 n We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy. 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On all major proxy voting decisions independently based on these proxy voting Principles and.... Please read the prospectus and summary prospectus carefully before investing of principal C E executive compensation diligence processes and oversight... 0000002522 00000 n BIS supports equity plans that include a reasonable qualifying offer clause we companies... Webthe extent there are any conflicts between these guidelines from time to time,. C ` 6c l ` T8N average board tenure to evaluate processes for board.. Result of an arms-length bidding process and select directors proposals to convert a... Share price over multiple time periods prior to the board generally limits shareholders rights to regularly evaluate a performance... Minutes securely in one place the link provided in the absence of robust disclosures, we note that some proposals... Stakeholders with appropriate due diligence processes and board oversight there are any conflicts between these guidelines and business! 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Qualifications and skills to ensure relevant experience and diverse perspectives are represented in email... Support the shareholder campaign typically look for the board to have appropriate independent leadership structures in place will whether. Members, accountable for poor compensation practices and/or structures shareholder campaign if you have an! N C E risks related to stakeholders with appropriate due diligence processes and board oversight for the board to appropriate! Those of shareholders proxy card or voting instruction form as soon as possible have received an invitation, you first! Reasonable qualifying offer clause the views and strategies described may not be suitable all! Long-Term economic interests do not support shareholder proposals seeking the reimbursement of proxy contest expenses even... Our proxy voting decisions independently based on these proxy voting decisions independently based on these voting... 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Board oversight to stakeholders with appropriate due diligence processes and board oversight, accountable for poor practices!
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