During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. 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. 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. 0000013250 00000 n 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. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream Relevant shareholder proposals are assessed on a case-by-case basis. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. At the board level, appropriate governance structures and responsibilities allow for effective oversight of the strategic implementation of material sustainability issues. Investing involves risk, including possible loss of principal. 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. We oppose voting on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight. When determining whether to support or oppose an advisory vote on a golden parachute plan, BIS may consider several factors, including: It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BIS may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented. 0000008767 00000 n WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. 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. 0000012287 00000 n Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. 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. 0000033560 00000 n This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. 0000005611 00000 n &/%C`6c l`T8N! 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. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSBs Climate Exposure Draft. 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. 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). In our view, an informative indicator of diversity for such companies is having at least two women and a director who identifies as a member of an underrepresented group. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. 0000013568 00000 n 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. Environmental, Social, and Governance (ESG) Integration. If you have received an invitation, you must first create a login by following the link provided in It allows boards to have deeper discussions and make more resilient decisions. We encourage disclosures aligned with the reporting framework developed by the Task Force on Climate related Financial Disclosures (TCFD), supported by industry-specific metrics, such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS)Foundation. Companies should disclose the steps they are taking to advance diversity, equity, and inclusion; job categories and workforce demographics; and their responses to the U.S. WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. Our publicly available commentary provides more information on our approach to corporate political activities. 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. 0000006117 00000 n WebName of proxy vote by the homeowners association during the _____ meeting. 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. 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. (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. WebPlease submit your proxy card or voting instruction form as soon as possible. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. Stay on the $country-name$ $persona-name$ site. (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. BIS will generally support annual advisory votes on executive compensation. 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 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. 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. 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]. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. 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. 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. 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. From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the constituents of the communities in which a company operates. We will take the total number of board commitments across our global policies into account for director elections. I S S G O V E R N A N C E . They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. Who may vote: If you owned shares of RTX Common Stock at the close of business on March 7, 2023, you are entitled to receive this Notice of the 2023 Annual Meeting and to vote at the meeting, either during the virtual meeting or by proxy. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. 0000000016 00000 n Accordingly, shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. 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. 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. 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. We generally oppose plans that contain evergreen provisions, which allow for automatic annual increases of shares available for grant without requiring further shareholder approval; we note that the aggregate impacts of such increases are difficult to predict and may lead to significant dilution. WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains A proxy voting advice business will be deemed to satisfy the requirements of Rule 14a-2 (b) (9) (ii) (A) if its written policies and procedures are reasonably designed to provide registrants with a copy of its proxy voting advice, at no charge, no later than the time it is disseminated to the businesss clients. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. 0000042640 00000 n In our view, shareholders should be entitled to voting rights in proportion to their economic interests. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. We may support shareholder proposals requesting the establishment of such policies. (See chart above.). 2036 0 obj <> endobj xref Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. 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. Where compensation structures provide for a front-loaded[10] award, we look for appropriate structures (including vesting and/or holding periods) that motivate sustained performance for shareholders over a number of years. H\n0E 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. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 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. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. Weball proxies based on the RBC GAM Proxy Voting Guidelines . 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. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). Where a company has failed to appropriately provide robust disclosures and evidence of effective business practices, BIS may express concerns through our engagement and voting. While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to When evaluating these awards, we consider a variety of factors, including the magnitude and structure of the award, the scope of award recipients, the alignment of the grant with shareholder value, and the companys historical use of such awards, in addition to other company-specific circumstances. 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. Equal Employment Opportunity Commissions EEO-1 Survey. 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