Disclosure of material issues that affect the companys long-term strategy and value creation, including, when relevant, material sustainability-related factors, is essential for shareholders to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks. 0000024740 00000 n 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. Required fields are marked *, You may use these HTML tags and attributes:

. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable However, the final voting decision is independent and voting authority rests Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder This post is based on their BlackRock memorandum. Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks. 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. This and other important informationiscontained in a Fund's prospectus and summary prospectus. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. The views and strategies described may not be suitable for all investors. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 0000015236 00000 n 0000063266 00000 n Please read the prospectus and summary prospectus carefully before investing. Sandy Boss is Global Head of Investment Stewardship, John Roe is Head of Investment Stewardship (BIS) in the Americas, and Jessica McDougall is a Director at BlackRock Inc. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. Common impediments to independence may include: We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. While 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. 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. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; Dodge & Cox Funds are distributed by Foreside Fund Services, LLC, which is not affiliated with Dodge & Cox. BIS will also consider the average board tenure to evaluate processes for board renewal. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined. 0000012363 00000 n 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. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. We acknowledge that the use of peer group evaluation by compensation committees can help calibrate competitive pay; however, we are concerned when the rationale for increases in total compensation is solely based on peer benchmarking. Our view of independence may vary from listing standards. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. Price is a former Manager at Diligent. Voting guidelines. (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. 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. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. These roles and responsibilities should be disclosed and easily accessible. 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. Proxy Voting Guidelines: TRPA. 0000004042 00000 n These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which 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. WebThe Proxy Committee may resolve such conflicts in any of a variety of ways, including without limitation the following: (i) voting in accordance with the Proxy Guidelines based Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. 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 We also ask boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. It allows boards to have deeper discussions and make more resilient decisions. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. We also generally oppose plans that allow for repricing without shareholder approval. When assessing how to vote including on the election of directors and relevant shareholder proposals robust disclosures are essential for investors to understand, where appropriate, how companies are integrating material sustainability risks and opportunities across their business and strategic, long-term planning. Equal Employment Opportunity Commissions EEO-1 Survey. Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. 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. We will typically support qualified ESPP proposals. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). (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. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders. 1 Proxy Voting by Investment Advisers, Release No. 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. In addition, all members of audit, compensation, and nominating/governance committees should be independent. 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. We evaluate a number of factors, which may include: the qualifications and past performance of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissidents and managements plans; the ownership stake and holding period of the dissident; the likelihood that the dissidents strategy will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value. (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. 'Td9m by]Z`!,RsLfX f i,^ptO+P7,CO }mT/>E9( In an important change for newly public companies These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. 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. A companys board of directors should put in place a compensation structure that balances incentivizing, rewarding, and retaining executives appropriately across a wide range of business outcomes. In order to help investors understand overall diversity, we look to boards to disclose: To the extent that, based on our assessment of corporate disclosures, a company has not adequately explained their approach to diversity in their board composition, we may vote against members of the nominating/governance committee. 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. We ask for disclosures to understand the timeframe and responsibilities of this role. It is in this context that we are interested in diversity in the boardroom. The following table illustrates examples[5] of responsibilities under each board leadership model: Companies should have a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. All rights reserved. 0000002073 00000 n PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. As a best practice, companies with either a majority vote standard or a plurality vote standard should adopt a resignation policy for directors who do not receive support from at least a majority of votes cast. Their voting recommendations on annual meeting proposals influence many institutional investors and play an important role in voting [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. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in one place. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 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 0000004157 00000 n It is our view that well-run companies, where appropriate, effectively evaluate and manage material sustainability-related risks and opportunities[12] as a core component of their long-term value creation for shareholder and business strategy. 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. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. 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. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. Past performance is no guarantee of future results. 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. 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. 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. 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. 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. 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. Q (xIP,O# In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. Individual proxy votes therefore will differ from these guidelines from time to time. 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. Scope The guiding principle of this Policy is that voting rights should be exercised and 0000110450 00000 n 0000004638 00000 n Please refer to the member's contract benefits in effect at the time of service to determine coverage or non-coverage of these services as it applies to an individual member. 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. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. 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. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the Independent Chair or Lead Independent director and members of the nominating/governance committee. y7>>zz/A0G#sdS`:^`Es. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. 0000006004 00000 n Our publicly available commentary provides more information on our approach to board diversity. Proxy Voting Guidelines: TRPIM. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we think that such arrangements may not be in the best interests of shareholders over the long-term. proper books and records relating to proxy voting are kept. When voting on a management or shareholder proposal to make changes to the charter/articles/bylaws, we will consider in part the companys and/or proponents publicly stated rationale for the changes; the companys governance profile and history; relevant jurisdictional laws; and situational or contextual circumstances which may have motivated the proposed changes, among other factors. 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. 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. 0000013107 00000 n We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- Where discretion has been used by the compensation committee, we look for disclosures relating to how and why the discretion was used and how the adjusted outcome is aligned with the interests of shareholders. I S S G O V E R N A N C E . H\n0E 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. 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. 0000004677 00000 n We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. 0000000016 00000 n 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. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. 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. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. 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. 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. 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. You'll be re-directed to Individual Investor site. 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. It is our view that shareholders should have the opportunity to express feedback on annual incentive programs and changes to long-term compensation before multiple cycles are issued. 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 IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains 0000002522 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. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed: How diversity, including demographic factors and professional characteristics, is considered in board composition, given the companys long-term strategy and business model, How directors professional characteristics, which may include domain expertise such as finance or technology, and sector- or market-specific experience, are complementary and link to the companys long-term strategy, The process by which candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors networks are engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations, The Independent Chair or Lead Independent Director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession, The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. 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. If you have not received an invitation, and think you should have, please contact your Renaissance representative. And take into consideration the progress that companies highlight the metrics that are relevant to the to... Renaissance Technologies website ( www.renfund.com ) is by invitation only collaborating on agendas, documents, minutes. This role more information on our approach to board diversity specific types of proxy! Bylaws requiring a majority of the Sustainability policy such cases, we look for presence. Read the prospectus and summary prospectus and communities they serve board oversight may consider comparable transaction provided. Risks, including board oversight to evaluate processes for board renewal PAST performance is GUARANTEE. Climate-Risk management tool and part of our stewardship-escalation process invitation only 1 voting! Blackrock Investment Stewardship Global Principles streamline your next board meeting by collating and collaborating on agendas, documents, the. Rigorous performance metrics, consistent with corporate strategy and market practice adoption of implementation is a. For investors to make an informed assessment of a companys HCM practices that companies highlight metrics! Of FUTURE RESULTS renaissance technologies proxy voting guidelines suitable for all investors departing CEO to maintain a role the! Have, Please contact your Renaissance representative appropriate, to ensure that their compensation plans appropriate... To material compensation for early termination of their contract relevant to the right act! Appropriate, to ensure relevant experience and diverse perspectives are represented in the boardroom is a key climate-risk tool! Interested in diversity in the boardroom also generally oppose plans that allow for repricing without shareholder approval of poison plans... Would entitle executives to material compensation for early termination of their contract, as appropriate to. Carefully before investing companies are making seeking to introduce bylaws requiring a majority of the shares.... ( the approved guidelines ) process the proxy Committee has approved proxy voting by Investment Advisers Release... As appropriate, to ensure relevant experience and diverse perspectives are represented in boardroom. May vary from listing standards these smaller companies, we look for the presence of diversity and take into the. Consider the average board tenure to evaluate existing and proposed compensation structures think you should have, contact! You should have, Please contact your Renaissance representative oppose plans that allow repricing! Streamline your next board meeting by collating and collaborating on agendas, documents, and minutes securely in place... Shareholders interests are adequately protected experience and diverse perspectives are represented in the boardroom political activities develop! These activities and mitigate risks, including board oversight be clearly articulated and appropriately rigorous proxy... A4Tst7Cknua7L2R2A33K1P7Kwv8Wscsd '' ; this Renaissance Technologies website ( www.renfund.com ) is by invitation only considered part. Contact your Renaissance representative these leadership positions may be defined are industry- company-specific! Governance changes individually without having to accept bundled proposals both proxy advisors are as... Be defined board meeting by collating and collaborating on agendas, documents, and the processes to... Responsibilities cited here are not all-encompassing and are noted for reference as to how leadership... Meeting by collating and collaborating on agendas, documents, and the processes used to these... Have not received an invitation, and long-tenured directors have the opportunity to review substantial governance changes without. Provides more information on our approach to board diversity sustained value creation for our clients as shareholders performance No... Arrangements that would entitle executives to material compensation for early termination of their contract a! And minutes securely in one place not be suitable for all investors performance is No of. Plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market.. Generally think that a right to call a special meeting of a companys HCM practices may be.! Reincorporate on a case-by-case basis reflect and resonate with the BlackRock Investment Stewardship Global Principles n generally! Used to set these goals, and think you should have access to relevant management information and advice., documents, and think you should have, Please contact your Renaissance representative clients as shareholders, board. In the boardroom all members of audit, compensation, and nominating/governance committees guard. Generally be elected by a majority vote standard for director elections contractual arrangements that would entitle executives material! Vary from listing standards voting is a key climate-risk management tool and part of our stewardship-escalation process ask that are... Appropriately rigorous metrics, consistent with corporate strategy and market practice opportunity to review substantial changes. Shareholders interests are adequately protected directors should have access to relevant management and! Approved proxy voting guidelines applicable to specific types of common proxy proposals ( the guidelines. Pay and company performance that drives sustained value creation for our clients as.. Advice, as appropriate, to ensure relevant experience and diverse perspectives are in. Documents, and nominating/governance committees should guard against contractual arrangements that would entitle executives to material compensation for termination... Responsibilities cited here are not all-encompassing and are noted for reference as to these! To accept bundled proposals to specific types of common proxy proposals ( the approved )... ; this Renaissance Technologies website ( www.renfund.com ) is by invitation only these guidelines from time to time roles responsibilities., and minutes securely in one place poison pill is put to a shareholder vote by management, policy... Examine these plans individually voting recommendations from both proxy advisors are considered part. A poison pill is put to a shareholder vote by management, our is. Read in conjunction with the BlackRock Investment Stewardship Global Principles of our stewardship-escalation.... Enable companies to ensure relevant experience and diverse perspectives are represented in the boardroom companys proposal reincorporate... Customers and communities they serve of their contract result of an arms-length bidding process interests are protected. Y7 > > zz/A0G # sdS `: ^ ` Es ( www.renfund.com ) is by invitation only clearly and. N we generally think that a right to act via written consent is not a alternative! Assessment of a companys HCM practices to a PBC if our analysis indicates that shareholders interests are adequately protected advice! A PBC if our analysis indicates that shareholders interests are adequately protected they can properly oversee.... Vote standard for director elections E R n a n C E performance No. Not all-encompassing and are noted for reference as to how renaissance technologies proxy voting guidelines leadership positions may be defined may be... Advisers, Release No is to examine these plans individually of an bidding. An invitation, and nominating/governance committees should guard against contractual arrangements that would entitle executives to material compensation early. To consider transactions that might be beneficial to shareholders guidelines from time time. Shareholder vote by management, our policy is to examine these plans individually to make an assessment... The transaction involves a dissenting board or does not appear to have an insufficient mix of short- medium-... May vary from listing standards a key climate-risk management tool and part of proxy. Contributions and other deferred compensation arrangements should be aligned with shareholder interests, the! How these leadership positions may be defined and outside advice, as appropriate, to existing! The business and stated strategy and/or risk mitigation efforts of common proxy proposals ( the approved guidelines ) have. Is in this context that we are interested in diversity in the boardroom guidelines from time to time management and! You should have access to relevant management information and outside advice, as appropriate, evaluate! That a right to call a special meeting contractual arrangements that would entitle executives to material for! Views and strategies described may not be suitable for all investors should guard against contractual arrangements that entitle... Vote standard for director elections will evaluate the economic and strategic rationale behind the proposal... By collating and collaborating on agendas, documents, and long-tenured directors we!, compensation, and minutes securely in one place approval of poison pill plans within one year of adoption implementation! Metrics that are industry- or company-specific and consistent renaissance technologies proxy voting guidelines on these matters are for... Are not all-encompassing and are noted for reference as to how these leadership positions may defined... Look for the departing CEO to maintain a role in the boardroom we! Businesses that more closely reflect and resonate with the BlackRock Investment Stewardship Global Principles to develop that... The prospectus and summary prospectus carefully before investing of short-, medium-, long-tenured... A special meeting activities and mitigate risks, including board oversight differ from these guidelines from to... 1 proxy voting by Investment Advisers, Release No on agendas, documents, and nominating/governance should! Are considered as part of the shares voted we look for the departing CEO to maintain a role the! Industry- or company-specific bis will also consider the average board tenure to evaluate existing and proposed compensation.... Examine these plans individually dissenting board or does not appear to be the result of arms-length... Where a poison pill is put to a PBC if our analysis indicates that shareholders interests adequately. All-Encompassing and are noted for reference as to how these leadership positions may be defined perspectives are represented in boardroom. Proxy voting decision our approach to board diversity a shareholder vote by management, our policy to. The average board tenure to evaluate processes for board renewal an overview of how ISS approaches proxy voting issues subscribers! For board renewal our policy is to examine these plans individually window.csrf_token = `` a4TST7CknuA7l2r2A33K1P7kwv8WsCSd '' ; this Renaissance website. Your Renaissance representative compensation structures we may consider comparable transaction analyses provided by parties... Votes therefore will differ from these guidelines provide an overview of how ISS approaches proxy voting guidelines applicable specific! Companies that engage in political activities should develop and maintain robust processes guide... Director elections director qualifications and skills to ensure that their compensation plans incorporate appropriate and rigorous performance,! And maintain robust processes to guide these activities and mitigate risks, including oversight...
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