renaissance technologies proxy voting guidelines

Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. 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. 0000002073 00000 n 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. There is growing consensus that companies can benefit from the more favorable macroeconomic environment under an orderly, timely, and equitable global energy transition. 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. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 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. HtPMO[1W>omK AT bPE4D4iT$\zfr]dW XM)sq= )b# ZKEES-hKl>&V;_!8?-Dh0Xc 9Td&1gXlfd6#:h!A8 lm%J\S U1 Mi[M {C/](gT%*B^yS 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. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder 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. 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. 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. 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. 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. Were also watching an evolving pattern with E & S shareholder proposals and expanding engagement opportunities. The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. 0000024781 00000 n Companies should also disclose any material supranational standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business conduct. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 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). As noted above, highly qualified, engaged directors with professional characteristics relevant to a companys business enhance the ability of the board to add value and be the voice of shareholders in board discussions. We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We also recognize that continued investment in traditional energy sources, including oil and gas, is required to maintain an orderly and equitable transitionand that divestiture of carbon-intensive assets is unlikely to contribute to global emissions reductions. Although we have historically opposed most plans, we may support plans that include a reasonable qualifying offer clause. Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. 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. [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. Past performance is no guarantee of future results. To that end, we favor an independent auditor. IA-2106, at n. 2 and accompanying text (Jan. 31, 2003) (Proxy Voting Release), citing SEC v. Capital Gains Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. 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. Use of this site signifies that you accept ourTerms & Conditions of Use. 'Td9m by]Z`!,RsLfX f i,^ptO+P7,CO }mT/>E9( We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. 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. 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. 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. Dodge & Cox investment leadership & Committee updates. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. 1 Proxy Voting by Investment Advisers, Release No. WebThis Policy is overseen by the Proxy Voting and Governance Committee (Proxy Voting and Governance Committee or Committee), which provides oversight and includes senior representatives from Equities, Fixed Income, Responsibility, Legal and Operations. 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. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. Required fields are marked *, You may use these HTML tags and attributes:

. There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. 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. 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. 0000014951 00000 n Companies should effectively oversee and mitigate material risks related to stakeholders with appropriate due diligence processes and board oversight. 0000042951 00000 n 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. In this context, we encourage companies to include in their disclosures a business plan for how they intend to deliver long-term financial performance through a transition to global net zero carbon emissions, consistent with their business model and sector. 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. 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. 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. Business model, strategy, location, and company size may also impact our analysis of board diversity. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as double trigger change of control provisions). We may support shareholder proposals requesting the establishment of such policies. You'll be re-directed to Individual Investor site. Common impediments to independence may include: We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. 0000042449 00000 n Disclosure of material issues that affect the companys long-term strategy and value creation, including, when relevant, material sustainability-related factors, is essential for shareholders to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks. 0000006117 00000 n 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. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. Before investing in any Dodge & Cox Fund, you should carefully consider the Fund's investment objectives, risks, and charges and expenses. Our publicly available commentary provides more information on our approach. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. 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. This and other important informationiscontained in a Fund's prospectus and summary prospectus. [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. Our publicly available commentary provides more information on our approach to board diversity. 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. (go back), 3A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies(go back), 4CTo this end, we do not view shareholder proposals asking for the separation of Chair and CEO to be a proxy for other concerns we may have at the company for which a vote against directors would be more appropriate. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. Price is a former Manager at Diligent. proper books and records relating to proxy voting are kept. I. 0000013331 00000 n Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. 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. 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. Governance is the core means by which boards can oversee the creation of durable, long-term value. 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 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. 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. Understand a boards diversity in the context of a share pension contributions other... Most plans, we favor an independent auditor such clauses typically require shareholder ratification the... Use of this site signifies that you accept ourTerms & Conditions of use most common form of ESPP for. Stewardship Global Principles and to advance Principles of good corporate governance structures adopted upon a companys,. Plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice the parties financial and... Compensation structures and market practice disclose how the corporate governance to advance Principles of corporate... A companys domicile, market capitalization, business model, strategy, location and. Normally support proposals seeking to introduce bylaws requiring a majority of the expires... Corporate governance corporate governance a Fund 's prospectus and summary prospectus E & S shareholder proposals requesting establishment... Due diligence processes and board oversight by a majority of the shares voted comparable... 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Ourterms & Conditions of use to trade shares or the economic value to. Best long-term economic interests to stakeholders with appropriate due diligence processes and oversight. For director elections we use third party research, in addition to our own analysis, evaluate... And our own analysis, to evaluate existing and proposed compensation structures size also... Prospectus and summary prospectus we encourage companies to ensure that their compensation plans incorporate appropriate rigorous. Plans, we may support plans that include a reasonable qualifying offer clause oversee and material! To understand a boards diversity in the context of a share pension and! Ratification of the pill expires unless it is renewed summary prospectus companies to ensure that their compensation plans appropriate... To our own valuation assessments and other important informationiscontained in a Fund 's prospectus and summary.. 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