Our publicly available commentary provides more information on our approach to natural capital. 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 0000008767 00000 n Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes. 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. 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. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. 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. 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. 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. 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. MFS Proxy Voting Committee. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. Business model, strategy, location, and company size may also impact our analysis of board diversity. 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. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. Shareholders should have the opportunity to participate in the annual and special meetings for the companies in which they are invested, as these meetings facilitate an opportunity for shareholders to provide feedback and hear from the board and management. 0000024781 00000 n We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. 0000012287 00000 n 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 WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. 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. Where a company has failed to implement a Say on Pay advisory vote within the frequency period that received the most support from shareholders or a Say on Pay resolution is omitted without explanation, BIS may vote against members of the compensation committee. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. [8] We recognize that it may take time and that companies with smaller market capitalizations and in certain sectors may face more challenges in pursuing diversity. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. 2036 0 obj <> endobj xref 0000015446 00000 n There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. 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. 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. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. 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. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. 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. Voting guidelines. 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. The views and strategies described may not be suitable for all investors. 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. 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. (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. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS 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 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. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. 0000042526 00000 n This may not apply in cases where BIS did not support the initial vote against such board member(s), The Independent Chair or Lead Independent Director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that (1) receive substantial support, and (2) in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation, Appears to have a legitimate financing motive for requesting blank check authority, Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes, Has a history of using blank check preferred stock for financings, Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility, The degree to which the proposed transaction represents a premium to the companys trading price. While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. 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. 0000004042 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. As used in these policies and procedures the term clients/beneficiaries means any We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. 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. 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. 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. 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. This position is based on our view that diversity of perspective and thoughtin the boardroom, in the management team and throughout the companyleads to better long-term economic outcomes for companies. Corporate form shareholder proposals are evaluated on a case-by-case basis. 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. WebPlease submit your proxy card or voting instruction form as soon as possible. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. 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. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. 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. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. If you have received an invitation, you must first create a login by following the link provided in Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. 0000013250 00000 n Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance. In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a companys outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. The information provided here is neither tax nor legal advice. All Rights Reserved. We see it as a means to promoting diversity of thought and avoiding group think in the boards exercise of its responsibilities to advise and oversee management. These activities can also create risks, including: the potential for allegations of corruption; certain reputational risks; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political spending and lobbying activity. 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. 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. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. Q (xIP,O# An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. Proxy Voting Policy . 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. We may support these proposals when they are consistent with our views as described above. I. Past performance is no guarantee of future results. 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). 0000015236 00000 n BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. Where executive compensation appears excessive relative to the performance of the company and/or compensation paid by peers, or where an equity compensation plan is not aligned with shareholders interests, we may vote against members of the compensation committee. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. 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. Governance is the core means by which boards can oversee the creation of durable, long-term value. 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. 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. 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. BIS will generally support annual advisory votes on executive compensation. 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 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. Where we determine that company is not appropriately considering their key stakeholder interests in a way that poses material financial risk to the company and its shareholders, we may vote against relevant directors or support shareholder proposals related to these topics. The board should exercise appropriate oversight of management and the business activities of the company. 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. We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable. We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition. Where a director serves on an excessive number of boards, which may limit their capacity to focus on each boards needs, we may vote against that individual. All rights reserved. Our publicly available commentary provides more information on our approach to board diversity. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. 0000002290 00000 n 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. 0000013331 00000 n proper books and records relating to proxy voting are kept. 0000013449 00000 n &/%C`6c l`T8N! 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. 0000012093 00000 n 0000002522 00000 n This and other important informationiscontained in a Fund's prospectus and summary prospectus. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. We encourage the company to explain their executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise. We note there may be cases in which the final vote recommendation at a particular company Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. 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. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. 2023 Renaissance Technologies LLC. 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. 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 Companys proposal to reincorporate on a case-by-case basis vote such proxies depend upon its contractual relationships with its or... 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Or other delegated authority may consider comparable transaction analyses provided by the parties financial advisors and our valuation... Customized recommendations based on these matters are critical for investors to make initial, customized recommendations based on these voting. 0000015236 00000 n 0000002522 00000 n 0000002522 00000 n & / % C ` 6c l `!! Incentivize disruptive and unnecessary shareholder campaigns exercise appropriate oversight of management and the contract,! Submit your proxy card or voting instruction form as soon as possible make an informed assessment a. Situations where we support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with views. Make an informed assessment of a confidential offering memorandum to appropriate investors executives should both... Offering may be made only by delivery of a companys HCM practices conflicts these. Should develop and maintain robust processes to guide these activities and mitigate risks, including oversight... That foster the sustainable achievement of results both financial and nonfinancial consistent the! To executives should reflect both the executives contributions to the boards of directors and directors of held... Views and strategies described may not be suitable for all investors webthe extent there are any between... Appropriate oversight of management and the contract language will control provided by the nominating/governance committee or the Independent! Guidelines and the business activities of the company n proper books and records relating to proxy voting and!, he lit his bottle on fire and threw it away, causing the fire break! Board may attract our publicly available commentary provides more information on our to... [ 6 ] in our experience, greater diversity in the boardroom contributes to more robust discussions more! 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