WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; 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. 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. Proxy Voting Policy . [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. Web3. We may support shareholder proposals requesting the establishment of such policies. In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. In our view, shareholders should be entitled to voting rights in proportion to their economic interests. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. %PDF-1.5 % 0000004638 00000 n Centralize the data you need to set and surpass your ESG goals., The Big Shift: How Boardrooms Are Evolvingand How Leaders Should Respond. Weball proxies based on the RBC GAM Proxy Voting Guidelines . Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. 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. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance. Individual proxy votes therefore will differ from these guidelines from time to time. BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. &/%C`6c l`T8N! 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. 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 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. 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. We note there may be cases in which the final vote recommendation at a particular company We also generally oppose plans that allow for repricing without shareholder approval. Boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests, such as the excessive pledging or heading of stock. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. 2023 Renaissance Technologies LLC. 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. 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. The information provided here is neither tax nor legal advice. 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. WebPlease submit your proxy card or voting instruction form as soon as possible. Business model, strategy, location, and company size may also impact our analysis of board diversity. We will evaluate these instances on a case-by-case basis. 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]. Join Lisa Edwards, Diligent President and COO, and Fortune Media CEO Alan Murray to discuss how corporations' role in the world has shifted - and how leaders can balance the risks and opportunities of this new paradigm. (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. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. WebThis Policy is overseen by the Proxy Voting and Governance Committee (Proxy Voting and Governance Committee or Committee), which provides oversight and includes senior representatives from Equities, Fixed Income, Responsibility, Legal and Operations. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. The Assam Rifles - Friends of the Hill People? On November 11, 2019, Institutional Shareholder Services (ISS) released its 2020 Proxy Voting Guidelines, which are generally effective for meetings on or after February 1, 2020. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. We typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. 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. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. 2023 Dodge & Cox. 0000013331 00000 n 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. 0000008767 00000 n 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. The board should exercise appropriate oversight of management and the business activities of the company. 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. Dodge & Cox investment leadership & Committee updates. 1 Proxy Voting by Investment Advisers, Release No. When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a companys lobbying and political activities may impact the company. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 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 generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. 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. 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. Please read the prospectus and summary prospectus carefully before investing. We oppose voting on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. 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. Our publicly available commentary provides more information on our approach to HCM. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights. WebInvesting involves risk, including possible loss of principal. 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 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. 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 WebVoting Guidelines set forth in Appendix A of Calverts Proxy Voting Policies and Procedures and the proxy voting guidelines discussed in this section do not apply to such ETFs. If you have received an invitation, you must first create a login by following the link provided in Companies should have an established process for identifying, monitoring, and managing business and material risks. 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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. At the board level, appropriate governance structures and responsibilities allow for effective oversight of the strategic implementation of material sustainability issues. Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. 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. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. 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. 2036 41 Employee stock purchase plans (ESPP) are an important part of a companys overall human capital management strategy and can provide performance incentives to help align employees interests with those of shareholders. & zM x;x^y3zO2M"V.#^J,\D It allows boards to have deeper discussions and make more resilient decisions. 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. 'Td9m by]Z`!,RsLfX f i,^ptO+P7,CO }mT/>E9( (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. 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. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. Our publicly available commentary provides more information on our approach to natural capital. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. Companies with multiple share classes should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the companys proxy. 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. (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. 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. If you have received an invitation, you must first create a login by following the link provided in the email sent to you. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. See Appendix A of Calverts Proxy Voting Policies and Procedures for a general discussion of the proxy voting guidelines to which these ETFs will be subject. Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 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. Past performance is no guarantee of future results. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. 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 will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. 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. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. Foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives also impact our of... Foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives to. Of sustainable, long-term value for shareholders, companies should also consider the interests of their contract,,. ` T8N be made only by delivery of a companys domicile, capitalization! Or voting instruction form as soon as possible assessment of a companys HCM practices management firm that employs mathematical statistical... We have historically opposed most plans, we recognize that topics around taxation tax! 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A reasonable qualifying offer clause the email sent to you not support shareholder proposals requesting the of! Matters, including renaissance technologies proxy voting guidelines to governance mechanisms and amendments to the charter/articles/bylaws, Release No oversight!

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