[17] Many companies are asking what their role should be in contributing to an orderly and equitable transitionin ensuring a reliable energy supply and energy security and in protecting the most vulnerable from energy price shocks and economic dislocation. 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. The board should exercise appropriate oversight of management and the business activities of the company. We generally favor a simple majority voting requirement to pass proposals. Business model, strategy, location, and company size may also impact our analysis of board diversity. 0000012363 00000 n
We also generally oppose plans that allow for repricing without shareholder approval. & zM x;x^y3zO2M"V.#^J,\D 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. In our view, shareholders should be entitled to voting rights in proportion to their economic interests. 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. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. Required fields are marked *, You may use these HTML tags and attributes: . (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. Corporate form shareholder proposals are evaluated on a case-by-case basis. Consequently, we ask companies to demonstrate a robust approach to HCM and provide shareholders with disclosures to understand how their approach aligns with their stated strategy and business model. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. I S S G O V E R N A N C E . An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. We ask boards to disclose how diversity is considered in board composition, including professional characteristics, such as a directors industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity, and age. 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. Voting guidelines. 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. 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. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. Where we conclude that a company has failed to align pay with performance, we will vote against the management compensation proposal and relevant compensation committee members. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. Web3. If you have received an invitation, you must first create a login by following the link provided in 0000042640 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. From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. 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. Proxy Voting Policy . Past performance is no guarantee of future results. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 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. The integrity of financial statements depends on the auditor effectively fulfilling its role. 0000050955 00000 n
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. 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. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. If you have not received an invitation, and think you should have, please contact your Renaissance representative. 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. WebProxy voting is a key element in our approach to sustainable investing. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. 0000012767 00000 n
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Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of minority shareholder interests, and we may support supermajority voting requirements in those situations. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. 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. 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. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities. 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. 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 encourage companies to provide transparency around risk management, mitigation, and reporting to the board. BIS will also consider the average board tenure to evaluate processes for board renewal. All Rights Reserved. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. WebInvesting involves risk, including possible loss of principal. 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. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. 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. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. It is the responsibility of the Committee to evaluate and maintain proxy voting 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. Scope The guiding principle of this Policy is that voting rights should be exercised and Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an 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. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. We will typically support qualified ESPP proposals. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. The views and strategies described may not be suitable for all investors. 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. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. 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 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). In the U.S., we believe that boards should aspire to at least 30% diversity of membership, [7] and we encourage large companies, such as those in the S&P 500, to lead in achieving this standard. 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. 2. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. 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. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board. Our view of independence may vary from listing standards. 0000005611 00000 n
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. 0000033560 00000 n
Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Our publicly available commentary provides more information on our approach. Continue to $country-name$ Individual Investor site. We may support shareholder proposals requesting the establishment of such policies. We encourage disclosures aligned with the reporting framework developed by the Task Force on Climate related Financial Disclosures (TCFD), supported by industry-specific metrics, such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS)Foundation. 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. 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. 0000033519 00000 n
Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. 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. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 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 Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. 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. (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. Were also watching an evolving pattern with E & S shareholder proposals and expanding engagement opportunities. In our letter on unequal voting structures, we articulate our view that one vote for one share is the preferred structure for publicly-traded companies. 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 believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. Prospective investors should consult with a tax or legal advisor before making any investment decision. WebName of proxy vote by the homeowners association during the _____ meeting. 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. 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. In such instances, we typically look for the board to have appropriate independent leadership structures in place. 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. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. SASBs [14] industry-specific metrics are beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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). 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. While BlackRock is supportive of the shareholder rights to act by written consent and call a special meeting, BlackRock is subject to certain regulations and laws 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 participate in consent solicitations. Our publicly available commentary provides more information on our approach to corporate political activities. 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. 0000013331 00000 n
In such cases, we ask that companies highlight the metrics that are industry- or company-specific. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . This post is based on their BlackRock memorandum. 77F?5u\ Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. Equal Employment Opportunity Commissions EEO-1 Survey. 0000005166 00000 n
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. 0000004677 00000 n
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. Proxy Voting Guidelines 2022. 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. 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. By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS 0000008767 00000 n
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