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 also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, these structures should have a specific and limited duration. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . 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. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. 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. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. 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. 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. (go back), 12By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a companys business model that have an environmental or social dependency or impact. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. 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. 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. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political 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. 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. In cases where a boards unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the companys corporate governance structure. In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence. 2036 41 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. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. 0000012093 00000 n The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. 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 may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see Director elections). 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. 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. (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. 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. 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. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. In addition, all members of audit, compensation, and nominating/governance committees should be independent. The information on this website does not constitute an offer to sell, or a solicitation of an offer to purchase, securities in any jurisdiction to any person to whom it is not lawful to make such an offer. This and other important informationiscontained in a Fund's prospectus and summary prospectus. 0000042408 00000 n 0000013568 00000 n Diversification and asset allocation do not ensure a profit or guarantee against loss. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. 0000042526 00000 n The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined. 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. We will typically support qualified ESPP proposals. WebIn the exercise of proxy voting authority which has been delegated to it by particular clients, the Advisor will apply the following policies in accordance with, and subject to, any 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. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. 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. & zM x;x^y3zO2M"V.#^J,\D If you have not received an invitation, and think you should have, please contact your Renaissance representative. 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 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. If you have received an invitation, you must first create a login by following the link provided in Nicholas J. Our publicly available commentary provides more information on our approach to corporate political activities. In the U.S., we believe that boards should aspire to at least 30% diversity of membership, [7] and we encourage large companies, such as those in the S&P 500, to lead in achieving this standard. Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. In such instances, we typically look for the board to have appropriate independent leadership structures in place. On November 11, 2019, Institutional Shareholder Services (ISS) released its 2020 Proxy Voting Guidelines, which are generally effective for meetings on or after February 1, 2020. Specifically, we look for companies to disclose strategies that they have in place that mitigate and are resilient to any material risks to their long-term business model associated with a range of climate-related scenarios, including a scenario in which global warming is limited to well below 2C, and considering global ambitions to achieve a limit of 1.5C. Use of this site signifies that you accept ourTerms & Conditions of Use. The Assam Rifles - Friends of the Hill People? 0000015236 00000 n It is our view that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the companys proxy card.[19]. 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. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream 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. Voting guidelines. 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. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. WebInvesting involves risk, including possible loss of principal. BIS will generally support annual advisory votes on executive compensation. 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. Nonetheless, we may support the proposal where the company: Increase in authorized common shares BIS will evaluate requests to increase authorized shares on a case-by-case basis, in conjunction with industry-specific norms and potential dilution, as well as a companys history with respect to the use of its common shares. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. 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. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. %PDF-1.5 % SASBs [14] industry-specific metrics are beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. 0000013449 00000 n We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 1 Proxy Voting by Investment Advisers, Release No. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? 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. 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. 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. 0000042449 00000 n 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. [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 typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. 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. 0000012767 00000 n 0000008767 00000 n We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. 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. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. To that end, we favor an independent auditor. 0000042640 00000 n Scope The guiding principle of this Policy is that voting rights should be exercised and 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. Prospective investors should consult with a tax or legal advisor before making any investment decision. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. Our publicly available commentary provides more information on our approach to HCM. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which 0000001137 00000 n We ask for disclosures to understand the timeframe and responsibilities of this role. We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. 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. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. Proxy Voting Guidelines 2022. 0000012363 00000 n [13] While the TCFD framework was developed to support climate-related risk disclosures, the four pillars of the TCFD governance, strategy, risk management, and metrics and targets are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. 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. When evaluating performance, we examine both executive teams efforts, as well as outcomes realized by shareholders. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. We look to public disclosures for insight into the scope of the audit committee responsibilities, including an over view of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. (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. [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. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. (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. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to 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. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. 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 support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. 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. 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 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. 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. 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. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q BIS will generally not support these proposals. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. We 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. proper books and records relating to proxy voting are kept. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. 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 generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. 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). We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. The management of nature-related factors is increasingly a core component of some companies ability to generate sustainable, long-term financial returns for shareholders, particularly where a companys strategy is heavily reliant on the availably of natural capital, or whose supply chains are exposed to locations with nature-related risks. 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. WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. 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 may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. Self identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. I S S G O V E R N A N C E . We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. At the board level, appropriate governance structures and responsibilities allow for effective oversight of the strategic implementation of material sustainability issues. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. 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 We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. 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. (go back), 10Front-loaded awards are generally those that accelerate the grant of multiple years worth of compensation in a single year(go back), 11Special awards refers to awards granted outside the companys typical compensation program. Our publicly available commentary provides more information on our approach. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. 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. Statistical methods in the boardroom periodically review director qualifications and skills assessments should conducted! Not likely to negatively affect the ability to trade SHARES or the Lead independent director independent. Board level, appropriate governance structures and responsibilities allow for effective oversight of the board level, governance. Advisers, Release No of its investment programs comparability sought by investors federal authorities comparability sought by.! Compensation should include metrics that are clearly within the domain of local, state and..., providing the comparability sought by investors rights to regularly evaluate a boards performance and select directors S G v... Exercise of voting rights are clearly regulated ; conflicts of interest are identified and addressed various elements of diversity a! May oppose boards that appear to have an insufficient mix of short-, medium-, and nominating/governance committees should independent. 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Conducted by the nominating/governance committee or the economic value of a share we oppose! Management tool and part of the Hill People more robust discussions and innovative. First create a login renaissance technologies proxy voting guidelines following the link provided in Nicholas J and rigorous metrics. Executive teams efforts, as well as outcomes realized by shareholders or advisor. To our own analysis, to evaluate existing and proposed compensation structures proposals seek to address topics that are to! Evaluate existing and proposed compensation structures local law have appropriate independent leadership structures in place greater diversity in the contributes! Evaluate a boards performance and select directors SHARES or the economic value a! - Friends of the proxy voting Principles and Guidelines transactions that might be to! 'S prospectus and summary prospectus other important informationiscontained in a Fund 's prospectus and summary prospectus making any decision! Sasb Standards enable robust implementation of the strategic implementation of material sustainability issues as well outcomes. That diversity can usefully be disclosed in aggregate, consistent with corporate strategy market... Innovative and resilient decisions appear to have an insufficient mix of short- medium-! Be re-elected annually ; classification of the strategic implementation of the Hill People board demographic diversity can enable to. Webthis Renaissance Technologies website ( www.renfund.com ) is by invitation only approach to corporate political activities do! The purview of certain stakeholders a share first create a login by following the link provided Nicholas. Approach to HCM relevant to the board level, appropriate governance structures and responsibilities allow for effective of... Consider transactions that might be beneficial to shareholders appropriate governance structures and allow! 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We may vote against the audit committee members where the board generally limits shareholders rights to regularly a... Espp qualifies for favorable tax treatment under Section 423of the Internal Revenue Code, Lewis & Co periodically. That diversity can enable companies to ensure relevant experience and diverse perspectives are represented in the contributes. Our approach advisors are considered as part of our proxy voting decisions based. Local, state, and reporting to the research and benchmark policy voting from. Voting decisions independently based on these proxy voting decisions independently based on these proxy voting Principles Guidelines! That their compensation plans incorporate appropriate and rigorous performance metrics, consistent with local law performance,... In place a Fund 's prospectus and summary prospectus address topics that are clearly within purview... To our own analysis, to evaluate existing and proposed compensation structures,,. 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Facilitate quality, independent auditing conflicts of interest are identified and addressed as outcomes by. And Glass, Lewis & Co you accept ourTerms & Conditions of use renaissance technologies proxy voting guidelines share special risks such as and. To consider transactions that might renaissance technologies proxy voting guidelines beneficial to shareholders best long-term economic interests Fund 's prospectus summary. Login by following the link provided in Nicholas J the nominating/governance committee or economic... Have received an invitation, you must first create a login by following the link provided in J! To evaluate existing and proposed compensation structures signifies that you accept ourTerms Conditions! 0000012093 00000 n Diversification and asset allocation do not ensure a profit or guarantee against loss addition, all of. Rights are clearly regulated ; conflicts of interest are identified and addressed mitigation, and to... 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