renaissance technologies proxy voting guidelinesrenaissance technologies proxy voting guidelines

They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. It is the responsibility of the Committee to evaluate and maintain proxy voting 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. 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. 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. These roles and responsibilities should be disclosed and easily accessible. 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. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. Diversification and asset allocation do not ensure a profit or guarantee against loss. In cases where there is a Say on Pay vote, BIS will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. 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. H\n0E From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. Companies may engage in certain political activities, within legal and regulatory limits, in order to support public policy matters material to the companies long-term strategies. 'Td9m by]Z`!,RsLfX f i,^ptO+P7,CO }mT/>E9( 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. However, we may vote against the appropriate committees and/or individual directors if, in our view, the board is ineffective in its oversight, either because it is too small to allow for the necessary range of skills and experience or too large to function efficiently. Our publicly available commentary provides more information on our approach to board diversity. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. [6] In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. Please read the prospectus and summary prospectus carefully before investing. 2036 0 obj <> endobj xref 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. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. 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 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. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. 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. As such, as long-term investors, we are interested in understanding how companies may be impacted by material climate-related risks and opportunitiesjust as we seek to understand other business-relevant risks and opportunitiesand how these factors are considered within their strategy in a manner that is consistent with the companys business model and sector. 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. 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. 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. Voting guidelines. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. 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. Where we believe a companys disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and managements effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. 0000012363 00000 n 0000015446 00000 n As stewards of our clients investments, BlackRock believes it has a responsibility to engage with management teams and/or board members on material business issues and, for those clients who have given us authority, to vote proxies in the best long-term economic interests of their assets. WebInvesting involves risk, including possible loss of principal. 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 Continue to $country-name$ Individual Investor site. 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. 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. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. An avalanche occured earlier this evening at ABCI Quarry, Maudarh, Hnahthial District burying atleast 15 people and 3 machinery. 0000006117 00000 n The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; In such cases, we ask that companies highlight the metrics that are industry- or company-specific. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. %PDF-1.5 % day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. 0000013331 00000 n 0000042951 00000 n 2023 Dodge & Cox. We may also consider whether executive and/or board members financial interests appear likely to affect their ability to place shareholders interests before their own, as well as measures taken to address conflicts of interest, We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions, Whether we determine that the triggering event is in the best interests of shareholders, Whether management attempted to maximize shareholder value in the triggering event, The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment, Whether excessively large excise tax gross-up payments are part of the pay-out, Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers, Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company, The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance, Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated, There is clear evidence that absent repricing, employee incentives, retention, and/or recruiting may be impacted, Disclose the identification, assessment, management, and oversight of material sustainability related risks and opportunities in accordance with the four pillars of TCFD, Publish material, investor-relevant, industry-specific metrics and rigorous targets, aligned with SASB (ISSB) or comparable sustainability reporting standards. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . It is our view that climate change has become a key factor in many companies long-term prospects. If you have not received an invitation, and think you should have, please contact your Renaissance representative. BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. 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. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. 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. 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. We will typically support qualified ESPP proposals. 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. [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. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. 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. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. 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. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. In addition, all members of audit, compensation, and nominating/governance committees should be independent. 0000004157 00000 n We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. 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. 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. (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. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. 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