renaissance technologies proxy voting guidelines

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. 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. Our publicly available commentary provides more information on our approach to HCM. 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. Please read the prospectus and summary prospectus carefully before investing. It allows boards to have deeper discussions and make more resilient decisions. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream proper books and records relating to proxy voting are kept. Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. 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. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. [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. 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. 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. 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 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). 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. It is our view that climate change has become a key factor in many companies long-term prospects. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. We depend on companies to provide accessible and clear disclosures so that investors can easily understand how their political activities support their long-term strategy, including on stated public policy priorities. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of minority shareholder interests, and we may support supermajority voting requirements in those situations. 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. 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. This makes it possible to elect local 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. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. 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. 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. 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. 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. Companies should also disclose any material supranational standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business conduct. RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . 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). 0000015446 00000 n (go back), 13The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors information needs. Proxy Voting Guidelines: TRPIM. BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. 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. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. We look to companies to disclose short-, medium-, and long-term targets, ideally science-based targets where these are available for their sector, for Scope 1 and 2 greenhouse gas emissions (GHG) reductions and to demonstrate how their targets are consistent with the long-term economic interests of their shareholders. An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. 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. (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. 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. 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. 2036 0 obj <> endobj xref WebProxy voting is a key element in our approach to sustainable investing. 0000006117 00000 n In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. 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 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. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. 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. The Assam Rifles - Friends of the Hill People? ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. 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. Scope The guiding principle of this Policy is that voting rights should be exercised and There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. 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. 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 For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. 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. Read the prospectus and summary prospectus carefully before investing right to act via written consent not... Alternative to the research of both ISS and Glass, Lewis & Co our approach to HCM both... 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