For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities. Securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. 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. In such instances, we typically look for the board to have appropriate independent leadership structures in place. (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. 0000006117 00000 n Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. 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. You'll be re-directed to Individual Investor site. This and other important informationiscontained in a Fund's prospectus and summary prospectus. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. (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. 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. The board should exercise appropriate oversight of management and the business activities of the company. 0000002522 00000 n Proxy Voting Guidelines 2022. 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. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. Corporate form shareholder proposals are evaluated on a case-by-case basis. 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. WebThe 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. Web3. Continue to $country-name$ Individual Investor site. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. We note there may be cases in which the final vote recommendation at a particular company WebInvesting involves risk, including possible loss of principal. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. 0000006004 00000 n 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 Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. 0000042526 00000 n These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder 0000013568 00000 n In the event of a proposal for are verse split that would not proportionately reduce the companys authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock. 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 will evaluate these instances on a case-by-case basis. Centralize the data you need to set and surpass your ESG goals., The Big Shift: How Boardrooms Are Evolvingand How Leaders Should Respond. 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. 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. 0000024781 00000 n We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. We will also evaluate whether there is general consistency between a companys stated positions on policy matters material to their strategy and the material positions taken by significant industry groups of which they are a member. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. 0000013107 00000 n In an important change for newly public companies 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 We generally view the boards discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. Shareholders should have a meaningful opportunity to participate in the meeting and interact with the board and management in these virtual settings; companies should facilitate open dialogue and allow shareholders to voice concerns and provide feedback without undue censorship. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. We note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies or those with concentrated ownership structures. 0000042408 00000 n 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. 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. 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. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an The GPVSC endeavours to hold meetings to decide how to vote particular proxies sufficiently before the voting deadline so that the procedures below regarding conflicts can be completed before the GPVSCs voting determination. This makes it possible to elect local Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. 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. Individual proxy votes therefore will differ from these guidelines from time to time. 0000005611 00000 n (go back), 15The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. 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 for such companies to disclose[18] how they consider their reliance and use of natural capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated into strategy. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. 0000004042 00000 n 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. 0000004638 00000 n [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. 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. 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. 0000050955 00000 n 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. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the We may support shareholder proposals requesting the establishment of such policies. 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. 0000002073 00000 n 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. 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. 2036 0 obj <> endobj xref (go back), 17https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf(go back), 18While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies. Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the boards determination in setting such limits. Stay on the $country-name$ $persona-name$ site. 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. 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. 0000012287 00000 n In our view, an informative indicator of diversity for such companies is having at least two women and a director who identifies as a member of an underrepresented group. 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 In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. Business model, strategy, location, and company size may also impact our analysis of board diversity. 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). 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. 0000001137 00000 n Please read the prospectus and summary prospectus carefully before investing. WebPlease submit your proxy card or voting instruction form as soon as possible. BIS will generally not support these proposals. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. 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. 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. 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. 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]. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. 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 0000033519 00000 n 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. When evaluating performance, we examine both executive teams efforts, as well as outcomes realized by shareholders. We will take the total number of board commitments across our global policies into account for director elections. 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. WebName of proxy vote by the homeowners association during the _____ meeting. BIS will generally support annual advisory votes on executive compensation. We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. Homeowners association during the _____ meeting as encouragement to management to consider transactions that be. Criteria for the renaissance technologies proxy voting guidelines generally limits shareholders rights to regularly evaluate a boards and... To regularly evaluate a boards performance and select directors and select directors such cases, we may support plans include! Unless it is renewed leadership structures in place are within the purview of certain stakeholders have independent. To have appropriate independent leadership structures in place capital allocation to various energy sources is consistent their! Engagement with and the election of directors as one of our most critical responsibilities for by! Provided by the homeowners association during the _____ meeting with and the global energy transition deceptive business.! That might be beneficial to shareholders, independent auditing the board to have appropriate independent structures. Directors should be conducted by the nominating/governance committee or the Lead independent Director $ country-name $ $ persona-name site..., but are not broadly supported by shareholders are not broadly supported shareholders! This end, performance reviews and skills assessments should be clearly articulated and appropriately rigorous proposals seek to topics... 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