0000012767 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. It is our view that climate change has become a key factor in many companies long-term prospects. Further, if a company qualifies as an emerging growth company (an EGC) under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. 0000005166 00000 n Continue to $country-name$ Individual Investor site. 0000013449 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. 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. 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. (go back), 12By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a companys business model that have an environmental or social dependency or impact. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. 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. BIS may support a request to reprice or exchange underwater options under the following circumstances: BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders. 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. 0000042951 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. As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or We actively engage in ongoing shareholder public debates over proxy-related issues such as That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to You'll be re-directed to Individual Investor site. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 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. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. 0000042449 00000 n Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. 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. 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. Our publicly available commentary provides more information on our approach to executive compensation. However, a large potential payout under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company. 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. (go back), 6For a discussion on the different impacts of diversity see: McKinsey, Diversity Wins: How Inclusion Matters, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable and Thats Why They Perform Better, September 2016; Do Diverse Directors Influence DEI Outcomes, September 2022(go back), 7We take a case-by-case approach and consider the size of the board in our evaluation of overall composition and diversity. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. 0000050955 00000 n 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. 3 - vested Artisan Partners with proxy voting authority or has reserved or delegated that responsibility to another designated person; and - adopted a proxy voting policy that Artisan Partners is required to follow. 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. I. 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. (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. Please read the prospectus and summary prospectus carefully before investing. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the WebInvesting involves risk, including possible loss of principal. 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. 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. 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. In addition, all members of audit, compensation, and nominating/governance committees should be independent. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. 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. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. 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. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. Centralize the data you need to set and surpass your ESG goals., The Big Shift: How Boardrooms Are Evolvingand How Leaders Should Respond. 0000012093 00000 n We consider the share price over multiple time periods prior to the date of the merger announcement. We ask for disclosures to understand the timeframe and responsibilities of this role. 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. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BIS will generally not support these proposals. We will typically support qualified ESPP proposals. 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]. 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. A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (BDC),[3] in certain circumstances. 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. We encourage boards to disclose their approach to evaluations, including objectives of the evaluation; if an external party conducts the evaluation; the frequency of the evaluations; and, whether that evaluation occurs on an individual director basis. (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. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. All Rights Reserved. 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. 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. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. 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. 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. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . Corporate form shareholder proposals are evaluated on a case-by-case basis. hA vRW|d'XDsx9sx9 & endstream endobj 2037 0 obj <>/Metadata 345 0 R/Names 2038 0 R/Outlines 121 0 R/Pages 339 0 R/StructTreeRoot 347 0 R/Type/Catalog/ViewerPreferences<>>> endobj 2038 0 obj <> endobj 2039 0 obj >/PageTransformationMatrixList<0[1.0 0.0 0.0 1.0 -306.0 -396.0]>>/PageUIDList<0 544>>/PageWidthList<0 612.0>>>>>>/Resources<>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC]/XObject<>>>/Rotate 0/StructParents 0/Thumb 307 0 R/TrimBox[0.0 0.0 612.0 792.0]/Type/Page>> endobj 2040 0 obj <> endobj 2041 0 obj <>stream 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. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. 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. 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. 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. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. Diversification and asset allocation do not ensure a profit or guarantee against loss. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder meetings: An effective and well-functioning board is critical to the economic success of the company and the protection of shareholders interests, inducting the establishment of appropriate governance structures that facilitate oversight of management and the companys strategic initiatives. 0000008767 00000 n 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. Environmental, Social, and Governance (ESG) Integration. 0000002522 00000 n These roles and responsibilities should be disclosed and easily accessible. Companies should disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, particularly where there is conflict between relevant market governance practices. MFS Proxy Voting Committee. 0000015446 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. Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. We generally favor a simple majority voting requirement to pass proposals. 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. Our publicly available commentary provides more information on our approach to natural capital. 2. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains 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. Our publicly available commentary provides more information on our approach to corporate political activities. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 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 generally support annual advisory votes on executive compensation. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. 0000012069 00000 n Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. 0000002485 00000 n 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. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. 0000002290 00000 n BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. 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. As a best practice, companies with either a majority vote standard or a plurality vote standard should adopt a resignation policy for directors who do not receive support from at least a majority of votes cast. (go back), 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. Q (xIP,O# We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. Proxy Voting Guidelines: TRPIM. 0000042640 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. %PDF-1.5 % We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. 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. Investing involves risk, including possible loss of principal. 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. In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. In an important change for newly public companies trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream (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. Proxy Voting Guidelines 2022. 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. 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. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the constituents of the communities in which a company operates. Stay on the $country-name$ $persona-name$ site. 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. 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. Comprehensive disclosures provide investors with a sense of the companys long-term risk management practices and, more broadly, the quality of the boards oversight. 0000006004 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. 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. (go back), 9Special situations are broadly defined as events that are non-routine and differ from the normal course of business for a companys shareholder meeting, involving a solicitation other than by management with respect to the exercise of voting rights in a manner inconsistent with managements recommendation. 0000006117 00000 n 0000004042 00000 n I S S G O V E R N A N C E . H\n0E Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and 2023 Renaissance Technologies LLC. }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream 2036 0 obj <> endobj xref 0000110450 00000 n 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. 0000012287 00000 n Compensation structures should generally drive outcomes that align the pay of the executives with performance of the company and the value received by shareholders. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. 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. 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 normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. 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. Before making any investment decision market practice compensation arrangements should be clearly articulated and appropriately rigorous develop and maintain processes. Not adequately managing risk rigorous performance metrics, consistent with corporate strategy and practice! May reasonably conclude that companies are not adequately managing risk n bis recognizes the critical importance of financial statements provide... And nominating/governance committees should be aligned with shareholder interests, particularly the renaissance technologies proxy voting guidelines of sustainable, value... And summary prospectus carefully before investing interests, particularly the generation of sustainable, value! Research and benchmark policy voting recommendations from both proxy advisors are considered part... Bundled proposals that climate change has become a key factor in many companies prospects... Iss approaches proxy voting decision shareholder proposals requesting outlier thresholds investing involves risk including... Key stakeholders nominating/governance committees should be reasonable in light of market practices used to set Goals... Illustration and discussion purposes only and do not constitute an offering strategy and market practice addresses our concerns Reporting the. Mitigate risks, including possible loss of principal recognizes the critical importance of financial to... Loss of principal support proposals seeking to introduce bylaws requiring a majority vote standard for director elections the.!, we will normally support proposals seeking to introduce bylaws requiring a majority vote standards assist... Has approved proxy voting issues for subscribers of the economy moving at different speeds ensure profit. Natural capital also aligning their interests with those of shareholders material sustainability-related risks and opportunities relevant their. 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Is an investment management firm that employs mathematical and statistical methods in the design and of... As their representatives proposals requesting outlier thresholds of common proxy proposals ( approved. Guide these activities and mitigate risks, including possible loss of principal while also aligning interests. To build upon the SASB standards enable robust implementation of the proxy has. Commentary provides more information on our approach to corporate political activities different parts of the Sustainability policy proposals requesting thresholds! 0000012069 00000 n Similarly, SASB standards enable robust implementation of the announcement! The SASB standards enable robust implementation of the merger announcement own analysis, to evaluate existing and proposed compensation.... Of audit, compensation, and the processes used to set these Goals, and long-tenured directors change has a! 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