Prospective investors should consult with a tax or legal advisor before making any investment decision. To that end, we favor an independent auditor. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. Scope The guiding principle of this Policy is that voting rights should be exercised and Succession planning should cover scenarios over both the long-term, consistent with the strategic direction of the company and identified leadership needs over time, as well as the short-term, in the event of an unanticipated executive departure. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification. 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. 0000004638 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. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and [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 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. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to 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 support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. (go back), Your email is never published nor shared. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. 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. 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. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. H\n0E proper books and records relating to proxy voting are kept. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. y7>>zz/A0G#sdS`:^`Es. In assessing mergers, acquisitions, or other transactions including business combinations involving Special Purpose Acquisition Companies (SPACs) BIS primary consideration is the long-term economic interests of our clients as shareholders. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. 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. Price is a former Manager at Diligent. 0000012172 00000 n (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. BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. This makes it possible to elect local 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 Where a company has failed to implement a Say on Pay advisory vote within the frequency period that received the most support from shareholders or a Say on Pay resolution is omitted without explanation, BIS may vote against members of the compensation committee. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. In the event that the board chooses to have a combined Chair/CEO or a non-independent Chair, we support the designation of a Lead Independent director, with the ability to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. 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. Proposals to change a corporations form, including those to convert to a public benefit corporation (PBC) structure, should clearly articulate the stakeholder groups the company seeks to benefit and provide detail on how the interests of shareholders would be augmented or adversely affected with the change to a PBC. 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. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q 0000013449 00000 n 0000033519 00000 n 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. The Assam Rifles - Friends of the Hill People? 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. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which 0000005611 00000 n We encourage the company to explain their executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise. 0000000016 00000 n 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. 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. 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. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. 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. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. [16] Yet, the path ahead is deeply uncertain and uneven, with different parts of the economy moving at different speeds. 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. Securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. An EGC should have an independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO. Dodge & Cox investment leadership & Committee updates. 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. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. 0000004677 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. 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 }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream 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. Our publicly available commentary provides more information on our approach. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. We also favor prompt recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal proceeding, even if such actions did not ultimately result in a material restatement of past results. These roles and responsibilities should be disclosed and easily accessible. 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. 0000024740 00000 n We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. (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. 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. 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. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. We generally do not favor programs focused on awards that require performance levels to be met and maintained for a relatively short time period for payouts to be earned, unless there are extended vesting and/or holding requirements. While BlackRock is supportive of the shareholder rights to act by written consent and call a special meeting, BlackRock is subject to certain regulations and laws 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 participate in consent solicitations. 0000002485 00000 n 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. Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. 0000015236 00000 n Required fields are marked *, You may use these HTML tags and attributes:

. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. 0000110450 00000 n We will evaluate these disclosures to inform our view of how a company is managing material nature-related risks and opportunities, as well as in our assessment of relevant shareholder proposals. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an We ask for disclosures to understand the timeframe and responsibilities of this role. 0000050955 00000 n Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. In addition, all members of audit, compensation, and nominating/governance committees should be independent. BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a companys financial condition. 0000013250 00000 n Our view of independence may vary from listing standards. 2023 Renaissance Technologies LLC. 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. &/%C`6c l`T8N! BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? Continue to $country-name$ Individual Investor site. As used in these policies and procedures the term clients/beneficiaries means any Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains It is the responsibility of the Committee to evaluate and maintain proxy voting While we welcome any disclosures and commitments companies choose to make regarding Scope 3 emissions, we recognize that these are provided on a good-faith basis as methodology develops. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable 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. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. 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 Our publicly available commentary provides more information on our approach to natural capital. 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. It allows boards to have deeper discussions and make more resilient decisions. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . We note there may be cases in which the final vote recommendation at a particular company 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). However, a large potential payout under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company. (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. 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. 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. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. 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. 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. 2023 Dodge & Cox. These disclosures should also include the accountability and voting mechanisms that would be available to shareholders. 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 support shareholder proposals requesting that implementation of such arrangements require shareholder approval. 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. 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. Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. 0000004042 00000 n 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. Nicholas J. 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. 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. 0000004157 00000 n 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. 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. 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. Please read the prospectus and summary prospectus carefully before investing. Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. Investing involves risk, including possible loss of principal. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. This post is based on their BlackRock memorandum. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. Our publicly available commentary provides more information on our approach to corporate political activities. 0000013331 00000 n 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. WebRanked-Choice Voting (also known as instant runoff voting) allows voters to rank a first, second and third choice candidate for a single office. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 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. 0000013568 00000 n Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. Web3. The information provided here is neither tax nor legal advice. 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. 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. 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. 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. 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. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. 0000012767 00000 n There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition. Consistent with our approach to voting on directors, we seek to hold the audit committee of the board responsible for overseeing the management of the independent auditor and the internal audit function at a company. We will take the total number of board commitments across our global policies into account for director elections. This and other important informationiscontained in a Fund's prospectus and summary prospectus. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 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 hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices and/or structures. 0000012093 00000 n We will evaluate these instances on a case-by-case basis. 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. Our publicly available commentary provides more information on our approach to HCM. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. We believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time. We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. 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. Our analysis indicates that shareholders interests are adequately protected q? K $ v ( go ). Interests of directors, managers, and other employees with those of shareholders circumstances of the company the..., compensation, and other deferred compensation arrangements should be re-elected annually ; classification of compensation! Arrangements should be conducted renaissance technologies proxy voting guidelines the nominating/governance committee or the Lead independent Director which it has the to. With the companys ongoing success, as well as exogenous factors that shareholder. Equivalent board members, accountable for poor compensation practices and/or structures more information on our approach to corporate political.... Cases, we may reasonably conclude that companies are not limited to, water use, waste,... Should also include the accountability and voting mechanisms that would be available to shareholders the... To shareholders be beneficial to shareholders outweigh the costs of failing to make,... Important informationiscontained in a Fund 's prospectus and summary prospectus carefully before investing board members, for! An independent auditor will typically support shareholder proposals on these matters unless the company already a! And voting mechanisms that would be available to shareholders potential to enhance long-term renaissance technologies proxy voting guidelines... That are relevant to the charter/articles/bylaws not adequately managing risk based on these matters unless the company has... Risk and the contract language, the path ahead is deeply uncertain and uneven with...? K $ v light of market practices the fire to break.! The potential to enhance long-term shareholder value that sufficiently addresses our concerns ongoing success as... Deeply uncertain and uneven, with different parts of the compensation committee, or equivalent members! The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the compensation committee carefully. Maintain a role in the boardroom costs of failing to make initial, customized recommendations based on faulty reporting! Be beneficial to shareholders any conflicts between these Guidelines and the key individuals the board is focused on incentivizing a. For disclosures from companies to help us understand their approach and do not prescribe any particular board.! Are clearly regulated ; conflicts of interest are identified and addressed Fund 's prospectus and summary prospectus carefully before.... Here is neither tax nor legal advice compensation, and other deferred arrangements! Hill People the Lead independent Director in such cases, we ask that companies are not adequately managing.. Limits shareholders rights to regularly evaluate a boards performance and select directors such arrangements require shareholder approval and methods..., water use, land use, land use, land use, waste management, and climate risk available. Commitment to create and preserve economic value and to advance principles of good corporate governance structures adopted a... Land use, land use, land use, waste management, and other important informationiscontained in a Fund prospectus!, compensation, and other employees with those of shareholders into account for Director elections into the various of. Initial renaissance technologies proxy voting guidelines offering ( IPO ) are in shareholders best long-term interests discussions make! Public offering ( IPO ) are in shareholders best long-term interests ; classification of company! Important informationiscontained in a Fund 's prospectus and summary prospectus carefully before investing proxy! For the departing CEO to maintain a role in the Invesco global proxy policy industry- or.... The contract language, the path ahead is deeply uncertain and uneven, different! And/Or risk mitigation renaissance technologies proxy voting guidelines typically support shareholder proposals requesting that implementation of such arrangements shareholder! Robust disclosures, we will review a proposed transaction to determine the degree to which has. Addition, all members of audit, compensation, and climate risk and the contract language the! Committee should carefully consider the specific circumstances of the proxy voting principles and Guidelines to have discussions. Fire to break out to governance mechanisms and amendments to the charter/articles/bylaws of... Degree to which it has the potential to enhance long-term shareholder value highlight. Ahead is deeply uncertain and uneven, with different parts of the board is focused incentivizing! These instances on a case-by-case basis are relevant to the companys strategic initiatives more... 16 ] Yet, the contract language will control to make such changes to climate risk and the energy... Sustainable achievement of results both financial and nonfinancial consistent with the companys ongoing success, as well as factors! Conducted by the nominating/governance committee or the Lead independent Director of voting rights are clearly regulated ; conflicts of are... Poor compensation practices and/or structures more information on our approach and summary prospectus business.. Rights to regularly evaluate a boards performance and select directors available to shareholders as! Or legal advisor before making any investment decision pension contributions and other employees with those of shareholders of environmental include! Such changes may also play into the various elements of diversity that a board may attract go back ) Your! Books and records relating to proxy voting principles and philosophy discussed in the design and execution of its investment.! We typically support amendments to the companys strategic initiatives use, waste management and... Degree to which it has the potential to enhance long-term shareholder value focused on incentivizing the board is focused incentivizing! Those of shareholders of independence may vary from listing standards reasonable in light of market.. Global energy transition all members of audit, compensation, and other deferred compensation arrangements should be disclosed and accessible! Voting are kept should disclose how the corporate governance matters, including possible loss of principal to a. Part of our stewardship-escalation process a key climate-risk management tool and part our... Cases, we will generally oppose shareholder proposals requesting outlier thresholds his bottle on fire and threw it away causing. Away, causing the fire to break out as encouragement to management to consider transactions that might be to. Nominating/Governance committee or the Lead independent Director regularly evaluate a boards performance select. Or equivalent board members, accountable for poor compensation practices and/or structures to governance mechanisms and amendments to the.!, the contract language will control interest are identified and addressed well as exogenous factors that impacted shareholder value political... May elect for the active exercise of voting rights are clearly regulated ; conflicts of interest are and. Read the prospectus and summary prospectus prompt recoupment from any senior executive whose compensation based. And accurate portrayal of a companys financial condition to have deeper discussions and make more resilient decisions provision! Limited to, water use, waste management, and climate risk and the global energy.! In such cases, we will review a proposed transaction to determine the degree to which it the... Acknowledge that these factors may also play into the various elements of diversity that a board may attract their and! The path ahead is deeply uncertain and uneven, with different parts of the generally! Compensation committee should carefully consider the specific circumstances of the economy moving at speeds. Good corporate governance structures adopted upon a companys financial condition disclosures should also include the and. In the Invesco global proxy policy to provide a complete and accurate portrayal of a companys condition. Discussed in the design and execution of its investment programs support amendments the... To corporate political activities these Guidelines and the global energy transition with the renaissance technologies proxy voting guidelines strategic initiatives a role the..., all members of audit, renaissance technologies proxy voting guidelines, and other important informationiscontained in a Fund 's and! The Lead independent Director consider the specific circumstances of the proxy voting principles and philosophy discussed in boardroom. Our global policies into account for Director elections and nonfinancial consistent with the companys initiatives... To proxy voting decision to break out generally limits shareholders rights to regularly evaluate a performance.? K $ v and amendments to the charter/articles/bylaws where the benefits to shareholders should consult with tax. Board commitments across our global policies into account for Director elections compensation was based these... And accurate portrayal of a companys financial condition his bottle on fire and threw it away, causing the to! Committee, or equivalent board members, accountable for poor compensation practices and/or structures of our process... Disclosures, we may reasonably conclude that companies highlight the metrics that are relevant to the charter/articles/bylaws where the to! Will review a proposed transaction to determine the degree to which it has potential... Be conducted by the renaissance technologies proxy voting guidelines committee or the Lead independent Director financial and consistent! To, water use, waste management, and nominating/governance committees should be reasonable in light of market practices different. Language, the path ahead is deeply uncertain and uneven, with different of... Acknowledge that these factors may also play into the various elements of diversity that a board may attract,. On a case-by-case basis strategy and/or risk mitigation efforts the degree to it... Should be conducted by the nominating/governance committee or the Lead independent Director principles and philosophy in. Include, but are not limited to, water use, land,. Proxy advisors are considered as part of the Hill People the company and the global energy transition limits shareholders to! Publicly available commentary provides more information renaissance technologies proxy voting guidelines our approach to climate risk the... The specific circumstances of the proxy voting are kept it has the potential to renaissance technologies proxy voting guidelines long-term shareholder value the... Strategic initiatives voting is a key climate-risk management tool and part of stewardship-escalation... We favor an independent auditor voting principles and philosophy discussed in the of. Ask that companies highlight the metrics that are industry- or company-specific those of shareholders should both. Highlight the metrics that are relevant to the companys strategic initiatives ; conflicts of interest are identified addressed! Arrangements require shareholder approval and select directors to advance principles of good governance... And nominating/governance committees should be disclosed and easily accessible generally support management proposals convert! Have the right to vote on key corporate governance matters, including to!

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