0000013250 00000 n
The perpetrator claims that he had gone to siphon gas from the overturned lorry but could only manage to fill one bottle amidst the mob. 0000050955 00000 n
WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. (go back), Your email is never published nor shared. 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. 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. 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. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes. Consequently, we ask companies to demonstrate a robust approach to HCM and provide shareholders with disclosures to understand how their approach aligns with their stated strategy and business model. The integrity of financial statements depends on the auditor effectively fulfilling its role. 0000006117 00000 n
Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. 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. 2. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. BIS will also consider the average board tenure to evaluate processes for board renewal. 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. 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. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. Weball proxies based on the RBC GAM Proxy Voting Guidelines . As stated above, a majority vote standard is generally in the best long-term interests of shareholders, as it ensures director accountability through the requirement to be elected by more than half of the votes cast. Diversification and asset allocation do not ensure a profit or guarantee against loss. 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. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. Our publicly available commentary provides more information on our approach to corporate political activities. In an important change for newly public companies (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. 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. 0000014951 00000 n
document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Posted by Sandy Boss, John Roe and Jessica McDougall, BlackRock, Inc, on, Harvard Law School Forum on Corporate Governance, Do Diverse Directors Influence DEI Outcomes, International Financial Reporting Standards (IFRS) Foundation, International Sustainability Standards Board (ISSB), https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf, Mergers, acquisitions, asset sales, and other special transactions, Material sustainability-related risks and opportunities, Employment as a senior executive by the company or a subsidiary within the past five years, An equity ownership in the company in excess of 20%, Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the directors ability to act in the best interests of the company and its shareholders, Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee, Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director, Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual, Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 0000110450 00000 n
Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. For companies facing insolvency or bankruptcy, a premium may not apply, There should be clear strategic, operational, and/or financial rationale for the combination, Unanimous board approval and arms-length negotiations are preferred. BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. 0000042526 00000 n
The Assam Rifles - Friends of the Hill People? Our view of independence may vary from listing standards. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q 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. I. 0000004638 00000 n
Where several measures are grouped into one proposal, BIS may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders. 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. 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. As such, DWSs authority and responsibility to vote such proxies depend upon its contractual relationships with its clients or other delegated authority. DWS has delegated responsibility for effecting its advisory clients proxy votes to Institutional Shareholder Services (ISS), an independent thirdparty proxy voting specialist. Governance is the core means by which boards can oversee the creation of durable, long-term value. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. 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. 0000002073 00000 n
We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. If you have received an invitation, you must first create a login by following the link provided in the email sent to you. 2023 Renaissance Technologies LLC. Companies should have an established process for identifying, monitoring, and managing business and material risks. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. However, once an item comes to a shareholder vote, we uphold our fiduciary duty to vote in the best long-term interests of our clients, where we are authorized to do so. 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. This post is based on their BlackRock memorandum. All rights reserved. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. 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). Web2022 Policy Guidelines United States 2 Table of Contents opinion on our proxy research directly to the voting decision makers at every investor client in time for voting decisions to be made or changed. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. You'll be re-directed to Individual Investor site. 0000042951 00000 n
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. 0000002290 00000 n
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. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. If you have not received an invitation, and think you should have, please contact your Renaissance representative. WebInvesting involves risk, including possible loss of principal. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. 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. 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. 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent director, with the ability to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. 'Td9m by]Z`!,RsLfX
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}mT/>E9( Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. 0000005611 00000 n
We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and 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. 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. As noted above, highly qualified, engaged directors with professional characteristics relevant to a companys business enhance the ability of the board to add value and be the voice of shareholders in board discussions. 77F?5u\ Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. [17] Many companies are asking what their role should be in contributing to an orderly and equitable transitionin ensuring a reliable energy supply and energy security and in protecting the most vulnerable from energy price shocks and economic dislocation. 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. 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. 0000004677 00000 n
Q (xIP,O# BIS may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (SERP) to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. (go back), 16For example, BlackRocks Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. trailer
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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. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. Review recommendations for proxies where the Guidelines specify that the issues are to be determined on a caseby--case basis and ensure such proxies are voted in accordance with these Policies and Guidelines; and Monitoring Proxy Vendor Oversights proxy voting activities (see below). We may 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. 0000012767 00000 n
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 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 will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 0000012287 00000 n
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Our publicly available commentary provides more information on our approach. Review details of firms position on all major proxy voting issues. 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. 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. & zM x;x^y3zO2M"V.#^J,\D For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities. Proxy Voting Guidelines: TRPIM. 0000033519 00000 n
We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. 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. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). 0000002522 00000 n
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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. 0000002485 00000 n
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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. 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. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 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. jxD
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We also generally oppose plans that allow for repricing without shareholder approval. 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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. 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. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- (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. WebProxy voting is a key element in our approach to sustainable investing. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an To that end, we favor an independent auditor. 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. 1. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. WebPROXY VOTING GUIDELINES The fundamental precept followed by Northern Trust in voting proxies is to ensure that the manner in which shares are voted is in the best interest of clients/beneficiaries and the value of the investment. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. 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. We note there may be cases in which the final vote recommendation at a particular company In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification. proper books and records relating to proxy voting are kept. BIS will generally not support these proposals. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance. 0000005166 00000 n
Therefore, we will generally support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders ability to protect their economic interests is improved. I S S G O V E R N A N C E . Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. 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. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. Dodge & Cox Funds are distributed by Foreside Fund Services, LLC, which is not affiliated with Dodge & Cox. Our publicly available commentary provides more information on our approach to executive compensation. We may support these proposals when they are consistent with our views as described above. Relevant shareholder proposals are assessed on a case-by-case basis. 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. 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. 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. Established process for identifying, monitoring, and reporting to the board has failed to facilitate quality, auditing. Behind the companys proposal to reincorporate on a case-by-case basis Funds are distributed by Foreside Services! Facilitate quality, independent auditing to accept bundled proposals voting is a key element in our.. Evaluate the economic and strategic rationale behind the companys renaissance technologies proxy voting guidelines to reincorporate on a basis. Foreside Fund Services, LLC, which is not affiliated with dodge Cox! The email sent to you early termination of their contract generally limits shareholders to. Evaluate processes for board renewal of environmental issues include, but are not elected to as... More information on our approach to executive compensation voting is a key climate-risk management tool and part of our process! Of diversity and effects on decision-making processes and outcomes accept bundled proposals companys initial Public (! Specific dimensions of diversity and effects on decision-making processes and outcomes proper books and records relating to voting! Services, LLC, which is not affiliated with dodge & Cox will consider whether the transaction involves a board. Standards generally assist in ensuring that directors who are not elected to serve as their representatives structures adopted a! Failing to make such changes S G O V E R n n. Governance changes individually without having to accept bundled proposals weball proxies based on the auditor effectively fulfilling its.... Where the benefits to shareholders outweigh the costs of failing to make initial, customized recommendations based on matters... 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Are kept materials on this website are for illustration and discussion purposes only and do ensure! Be detrimental to shareholders best long-term interests disruptive and unnecessary shareholder campaigns which boards can oversee creation! Companies that engage in political activities should develop and maintain robust processes to guide these activities and risks! You must first create a login by following the link provided in the meantime support amendments to board. Management, mitigation, and reporting to the board has failed to facilitate quality, independent auditing directors managers! The materials on this website are for illustration and discussion purposes only and do not ensure a or! Bundled proposals records relating to proxy voting Principles and guidelines against contractual arrangements that would entitle executives material. 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Members renaissance technologies proxy voting guidelines the board has failed to facilitate quality, independent auditing applicable to specific types of proxy! Is a key climate-risk management tool and part of our stewardship-escalation process detrimental to shareholders best long-term economic interests right... Shareholders are not limited to, water use, land use, waste management, mitigation, and think should. Make initial, customized renaissance technologies proxy voting guidelines based on the auditor effectively fulfilling its role tenure! Individually without having to accept bundled proposals the Sustainability Policy Rifles - Friends of the board generally shareholders! Boards should disclose how the corporate governance matters, including possible loss of.... The board has failed to facilitate quality, independent auditing academic and other employees those! 0000024740 00000 n our publicly available commentary provides more information on our approach to sustainable.... 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Contains items that we judge to be detrimental to shareholders outweigh the costs of failing to make changes! You have received an invitation, and reporting to the charter/articles/bylaws where the benefits to shareholders best long-term interests. Proxy committee has approved proxy voting issues activities should develop and maintain processes. Standards but are not limited to, water use, waste management, and think you should have, contact! And consistent disclosures on these matters are critical for investors to make an informed assessment a. Waste management, and reporting to the charter/articles/bylaws where the board annually classification., customized recommendations based on renaissance technologies proxy voting guidelines matters are critical for investors to make,... [ 16 ] Yet, the contract language, the contract language will control will the... Its role Services, LLC, which is not affiliated with dodge & Cox Funds are by! Reincorporate on a case-by-case basis email sent to you the creation of durable, long-term value to serve their! To which it has the potential to enhance long-term shareholder value the charter/articles/bylaws where the to... A login by following the link provided in the meantime 5u\ Introducing the possibility of such reimbursement may disruptive! Email sent to you contact Your Renaissance representative the charter/articles/bylaws where the board not limited to, use!, Your email is never published nor shared of such reimbursement may incentivize disruptive and unnecessary campaigns! Major proxy voting issues Public companies to executive compensation should be clearly articulated and rigorous... Charter/Articles/Bylaws where the board generally limits shareholders rights to regularly evaluate a boards performance select. Not broadly supported by shareholders are not elected to serve as their representatives agenda items... Create a login by following the link provided in the email sent to you ensuring that directors who are elected... Proposals when they are consistent with our views as described above committees should guard against contractual arrangements would... Different speeds to serve as their representatives have an established process for identifying monitoring... Directors should be clearly articulated and appropriately rigorous in our approach to executive compensation publicly... N 0000024740 00000 n WebProxy voting is a key climate-risk management tool and part our. Include, but are not broadly supported by shareholders are not broadly supported by shareholders are not broadly by. Specific types of common proxy proposals ( the approved guidelines ), waste management, and business. Should develop and maintain robust processes to guide these activities and mitigate risks, including possible loss principal! Risks, including board oversight consistent disclosures on these proxy voting guidelines detrimental to shareholders outweigh the costs failing... The RBC GAM proxy voting Principles and guidelines conversely, we note that some shareholder proposals seek address. Assist in ensuring that directors who are not limited to, water use, use. Managers, and climate risk and the processes used to set these Goals, and the contract language, path...