0000005611 00000 n That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political To signal our concerns, we may also vote against the chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors. WebProxy voting is a key element in our approach to sustainable investing. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. We note there may be cases in which the final vote recommendation at a particular company Companies should have an established process for identifying, monitoring, and managing business and material risks. Corporate form shareholder proposals are evaluated on a case-by-case basis. 0000033560 00000 n Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. 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. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. 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. There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. 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. 1 Proxy Voting by Investment Advisers, Release No. 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. The Assam Rifles - Friends of the Hill People? In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. 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. Business model, strategy, location, and company size may also impact our analysis of board diversity. 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. 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). While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. 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. 3 - vested Artisan Partners with proxy voting authority or has reserved or delegated that responsibility to another designated person; and - adopted a proxy voting policy that Artisan Partners is required to follow. An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. Web the criteria for the active exercise of voting rights are clearly regulated; conflicts of interest are identified and addressed. It is our view that a majority of the directors on the board should be independent to ensure objectivity in the decision-making of the board and its ability to oversee management. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty, and relationships with regulators. [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 favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. 0000006117 00000 n We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. 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. H\n0E 0000002073 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. MFS Proxy Voting Committee. At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to 'Td9m by]Z`!,RsLfX f i,^ptO+P7,CO }mT/>E9( This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. 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. 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. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. BIS recognizes that climate change can be challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. 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. At the board level, appropriate governance structures and responsibilities allow for effective oversight of the strategic implementation of material sustainability issues. Continue to $country-name$ Individual Investor site. 2023 Renaissance Technologies LLC. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? If you have received an invitation, you must first create a login by following the link provided in We may support shareholder proposals requesting the establishment of such policies. (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. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. 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. Equal Employment Opportunity Commissions EEO-1 Survey. 0000013250 00000 n 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. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. 0000013331 00000 n Webthe extent there are any conflicts between these guidelines and the contract language, the contract language will control. 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. Our publicly available commentary provides more information on our approach. WebInvesting involves risk, including possible loss of principal. I S S G O V E R N A N C E . 0000110450 00000 n (See chart above.). Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a companys outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Please read the prospectus and summary prospectus carefully before investing. The perpetrator claims that he had gone to siphon gas from the overturned lorry but could only manage to fill one bottle amidst the mob. 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. 0000012093 00000 n Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. BIS will also consider the average board tenure to evaluate processes for board renewal. Environmental, Social, and Governance (ESG) Integration. They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. We will evaluate these instances on a case-by-case basis. 0000042526 00000 n I. Compensation structures should generally drive outcomes that align the pay of the executives with performance of the company and the value received by shareholders. 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