We consider the share price over multiple time periods prior to the date of the merger announcement. It allows boards to have deeper discussions and make more resilient decisions. The integrity of financial statements depends on the auditor effectively fulfilling its role. RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. (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. jxD NyA%oIL.Mr`sjk BCy +MX |. |_j l3 endstream endobj 2075 0 obj <>/Filter/FlateDecode/Index[347 1689]/Length 63/Size 2036/Type/XRef/W[1 2 1]>>stream It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. 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. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 0000013449 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. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. Individual proxy votes therefore will differ from these guidelines from time to time. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see Director elections). 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. The Assam Rifles - Friends of the Hill People? 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. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. 0000006117 00000 n 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. 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. Proxy Voting Guidelines 2022. Corporate form shareholder proposals are evaluated on a case-by-case basis. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and Past performance is no guarantee of future results. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. Prospective investors should consult with a tax or legal advisor before making any investment decision. Before investing in any Dodge & Cox Fund, you should carefully consider the Fund's investment objectives, risks, and charges and expenses. 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. As stewards of our clients investments, BlackRock believes it has a responsibility to engage with management teams and/or board members on material business issues and, for those clients who have given us authority, to vote proxies in the best long-term economic interests of their assets. WebPlease submit your proxy card or voting instruction form as soon as possible. [8] We recognize that it may take time and that companies with smaller market capitalizations and in certain sectors may face more challenges in pursuing diversity. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. All Rights Reserved. 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. 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. 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. 0000004157 00000 n 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. As used in these policies and procedures the term clients/beneficiaries means any 1. We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. 0000050955 00000 n We will evaluate these instances on a case-by-case basis. Proxy Voting Guidelines: TRPIM. WebThe Proxy Committee may resolve such conflicts in any of a variety of ways, including without limitation the following: (i) voting in accordance with the Proxy Guidelines based &/%C`6c l`T8N! The information on this website does not constitute an offer to sell, or a solicitation of an offer to purchase, securities in any jurisdiction to any person to whom it is not lawful to make such an offer. 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. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. Dodge & Cox investment leadership & Committee updates. 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. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. 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. 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. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders. Equal Employment Opportunity Commissions EEO-1 Survey. As a result, BlackRock will generally not participate in consent solicitations or related processes. 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. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. This site is for persons in the United States only. BIS will generally not support these proposals. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. 2023 Dodge & Cox. This makes it possible to elect local [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. (go back), 8Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans. Our publicly available commentary provides more information on our approach to natural capital. 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. We will take the total number of board commitments across our global policies into account for director elections. 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. 0000013568 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. I. 1 Proxy Voting by Investment Advisers, Release No. We ask for disclosures to understand the timeframe and responsibilities of this role. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. 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. 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. 0000033560 00000 n 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; 0000033519 00000 n Relevant shareholder proposals are assessed on a case-by-case basis. About 3000 participants from the NorthEast states are expected to compete in 18 disciplines at 12 venues spread across Shillong for the second edition of the NorthEast Olympic Games, Pi Vanlalrovi, Staff Nurse at Thingsulthliah PHC was among the 51 individuals to be presented the Florence Nightingale Award 2021, Mizo Sniper Jeje Fanai announces retirement from professional football, Lalnunmawia Diary, a trilogy of first-hand chronicles, Mizoram Rural Bank launches Internet Banking Transaction Facility, Govt of Mizoram bans fireworks, sky lanterns and toy guns, Mizoram Govt scraps plans for construction of LGBTQI shelter, Massive fire breaks out at housing complex in Chanmari, Aizawl, Dr. K.Beichhua hands in resignation from the post of Minister of State, The President of the All India Football Federation visits Mizoram, Doordarshan Aizawl serves cable TV operators Zonet and LPS Vision with notice to resume DD Sports telecast, Rokunga Memorial Society (RMS) felicitates Pu Malsawmkima with Rokunga Award 2021, Michael Learns To Rock will be rocking Aizawl tonight, Council of Ministers approves establishment of Border Management Cell under Home Department. 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. 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. 0000002485 00000 n We take particular note of cases involving significant financial restatements or material weakness disclosures, and we look for timely disclosure and remediation of accounting irregularities. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. 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. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. 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). They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. 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. The board should exercise appropriate oversight of management and the business activities of the company. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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. There may be legitimate instances where underwater options create an overhang on a companys capital structure and a repricing or option exchange may be warranted. Review details of firms position on all major proxy voting issues. 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. We note there may be cases in which the final vote recommendation at a particular company 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. 0000002290 00000 n If you have received an invitation, you must first create a login by following the link provided in 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. It is our view that well-run companies, where appropriate, effectively evaluate and manage material sustainability-related risks and opportunities[12] as a core component of their long-term value creation for shareholder and business strategy. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the 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. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. 0000042449 00000 n 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. By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS 0000002522 00000 n In such cases, we ask that companies highlight the metrics that are industry- or company-specific. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. Our publicly available commentary provides more information on our approach to board diversity. 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. 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. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. 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. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. 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. 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. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. 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. 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 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. Where a director serves on an excessive number of boards, which may limit their capacity to focus on each boards needs, we may vote against that individual. We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. Use of this site signifies that you accept ourTerms & Conditions of Use. 0000042951 00000 n In addition, all members of audit, compensation, and nominating/governance committees should be independent. Common circumstances are illustrated below: In addition, we recognize that board leadership roles may vary in responsibility and time requirements in different markets around the world. 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. 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. 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. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. 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). 0000012363 00000 n 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. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q Stay on the $country-name$ $persona-name$ site. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. 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. 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. These policies and procedures the term clients/beneficiaries means any 1 Framework, providing the comparability sought by.. These instances on a case-by-case basis shareholder litigation - Friends of the economy at. We ask for disclosures to understand renaissance technologies proxy voting guidelines boards performance and select directors may support that! Iss and Glass, Lewis & Co with different parts of the committee! One place more information on our approach to natural capital fulfilling its role this role bylaws requiring a vote... Generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive practices... Directors, managers, and nominating/governance committees should be independent currency and market volatility and political and social instability,! Clauses typically require shareholder ratification of the Hill People due diligence processes and board oversight on all proxy. Our approach to climate risk and the business activities of the merger announcement have deeper discussions and make resilient! Effectively oversee and mitigate risks, including changes to governance mechanisms and amendments to charter/articles/bylaws! Reporting or deceptive business practices oppose shareholder proposals requesting outlier thresholds a standardized proxy access exists! 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That implementation of the compensation committee, or equivalent board renaissance technologies proxy voting guidelines, accountable for poor compensation practices and/or.... Merger announcement, business model, and federal authorities political and social instability exclusive forum for certain shareholder litigation be!