In the event of a proposal for are verse split that would not proportionately reduce the companys authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock. I S S G O V E R N A N C E . Nicholas J. 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 WebPROXY VOTING GUIDELINES The fundamental precept followed by Northern Trust in voting proxies is to ensure that the manner in which shares are voted is in the best interest of clients/beneficiaries and the value of the investment. Further, if a company qualifies as an emerging growth company (an EGC) under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. 2023 Renaissance Technologies LLC. 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. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure. We may support these proposals when they are consistent with our views as described above. 0000012767 00000 n While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. 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. 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. We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. (go back), 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. 0000006117 00000 n Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. 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. On November 11, 2019, Institutional Shareholder Services (ISS) released its 2020 Proxy Voting Guidelines, which are generally effective for meetings on or after February 1, 2020. 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. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Where several measures are grouped into one proposal, BIS may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders. Environmental, Social, and Governance (ESG) Integration. 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. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. WebName of proxy vote by the homeowners association during the _____ meeting. Among these smaller companies, we look for the presence of diversity and take into consideration the progress that companies are making. 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. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS 0000013449 00000 n Voting guidelines. Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Our publicly available commentary provides more information on our approach to climate risk and the global energy transition. day & year Home Owner(s) Signature: _____ Date: _____ This form must be presented during the 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. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. 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]. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. Web2022 Policy Guidelines United States 2 Table of Contents opinion on our proxy research directly to the voting decision makers at every investor client in time for voting decisions to be made or changed. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. & zM x;x^y3zO2M"V.#^J,\D WebVoting Guidelines set forth in Appendix A of Calverts Proxy Voting Policies and Procedures and the proxy voting guidelines discussed in this section do not apply to such ETFs. 0000063266 00000 n 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. 0000024740 00000 n Our publicly available commentary provides more information on our approach to corporate political activities. Governance is the core means by which boards can oversee the creation of durable, long-term value. We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. If you have received an invitation, you must first create a login by following the link provided in 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 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. We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. 0000024781 00000 n Shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. 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. 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. 0000002522 00000 n 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. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. 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 We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics, consistent with corporate strategy and market practice. 0000002290 00000 n You'll be re-directed to Individual Investor site. About 3000 participants from the NorthEast states are expected to compete in 18 disciplines at 12 venues spread across Shillong for the second edition of the NorthEast Olympic Games, Pi Vanlalrovi, Staff Nurse at Thingsulthliah PHC was among the 51 individuals to be presented the Florence Nightingale Award 2021, Mizo Sniper Jeje Fanai announces retirement from professional football, Lalnunmawia Diary, a trilogy of first-hand chronicles, Mizoram Rural Bank launches Internet Banking Transaction Facility, Govt of Mizoram bans fireworks, sky lanterns and toy guns, Mizoram Govt scraps plans for construction of LGBTQI shelter, Massive fire breaks out at housing complex in Chanmari, Aizawl, Dr. K.Beichhua hands in resignation from the post of Minister of State, The President of the All India Football Federation visits Mizoram, Doordarshan Aizawl serves cable TV operators Zonet and LPS Vision with notice to resume DD Sports telecast, Rokunga Memorial Society (RMS) felicitates Pu Malsawmkima with Rokunga Award 2021, Michael Learns To Rock will be rocking Aizawl tonight, Council of Ministers approves establishment of Border Management Cell under Home Department. 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