renaissance technologies proxy voting guidelines

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. trailer <<745C615CB068466D8BA2B6F1B596C766>]/Prev 714575/XRefStm 2073>> startxref 0 %%EOF 2076 0 obj <>stream We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. 1 Proxy Voting by Investment Advisers, Release No. Compensation for directors should generally be structured to attract and retain directors, while also aligning their interests with those of shareholders. 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. 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 If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. 0000002485 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. We actively engage in ongoing shareholder public debates over proxy-related issues such as 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. 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. 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. You'll be re-directed to Individual Investor site. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- 2023 Renaissance Technologies LLC. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable. H\n0E We may support these proposals when they are consistent with our views as described above. 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. 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. We encourage companies to disclose how their capital allocation to various energy sources is consistent with their strategy. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. 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. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. h{HSQsusVbf+[2R0J3-\e.Q75)(1YFNB8Z3PmFup}9 @ 834H>$@bj6DQjqgd +E%}#g}Zc[R)FaBvqn[]mS5Wvz>t0AbTF[Rtn&Q6vR _Wlz{N45]f&bg~hh59 FT ^#_gzM6D~f6*.km)[Ng0NBP4+\7&mG(3WkELFYP?R [17] Many companies are asking what their role should be in contributing to an orderly and equitable transitionin ensuring a reliable energy supply and energy security and in protecting the most vulnerable from energy price shocks and economic dislocation. The following table illustrates examples[5] of responsibilities under each board leadership model: Companies should have a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. %PDF-1.5 % We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. Over time, greater diversity in the boardroom can also promote greater diversity and resilience in the leadership team, and the workforce more broadly. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). C O M 6 of 17 Upcoming Milestones Early-Mid December: Publication of all updated ISS benchmark policies (proxy voting guidelines) for 2023 on ISS website. 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. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. Increasingly, we see leading boards adding members whose experience deepens the boards understanding of the companys customers, employees, and communities. WebThis Renaissance Technologies website (www.renfund.com) is by invitation only. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. These guidelines are also intended to inform all investors on how to vote in an ESG-aligned way. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder, or where a lower threshold may lead to an ineffective use of corporate resources. The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which WebProxy Voting Guidelines. Our publicly available commentary provides more information on our approach to executive compensation. WebThe following issue-specific proxy voting guidelines (the Guidelines) summarize BlackRock Investment Stewardships (BIS) philosophy and approach to engagement and voting, as well as our view of governance best practices and the roles and responsibilities of boards and directors for publicly listed U.S. companies. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q 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. (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. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. Before investing in any Dodge & Cox Fund, you should carefully consider the Fund's investment objectives, risks, and charges and expenses. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed: How diversity, including demographic factors and professional characteristics, is considered in board composition, given the companys long-term strategy and business model, How directors professional characteristics, which may include domain expertise such as finance or technology, and sector- or market-specific experience, are complementary and link to the companys long-term strategy, The process by which candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors networks are engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations, The Independent Chair or Lead Independent Director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession, The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. (See chart above.). However, the final voting decision is independent and voting authority rests These roles and responsibilities should be disclosed and easily accessible. Proxy Voting Guidelines: TRPA. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. 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. Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). 0000014951 00000 n (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. The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. 2023 Dodge & Cox. proper books and records relating to proxy voting are kept. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. 2036 0 obj <> endobj xref 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. 0000002073 00000 n 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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. 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 look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. 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. 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. WebThe Policy has been approved by the Board of Renaissance Property Securities Pty Ltd. 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. (go back), Your email is never published nor shared. 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. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. 0000006117 00000 n WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; 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. Where we determine that a board has failed to do so in a way that may impede a companys long-term value, we may vote against the responsible committees and/or individual directors. 0000024740 00000 n Corporate form shareholder proposals are evaluated on a case-by-case basis. 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. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. WebName of proxy vote by the homeowners association during the _____ meeting. 2036 41 We note there may be cases in which the final vote recommendation at a particular company 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. 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. We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. 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. 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. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. 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. BpUgwfZjYhX~,wEY ZQV+U%q?K$v ? We will review a proposed transaction to determine the degree to which it has the potential to enhance long-term shareholder value. Proxy Voting Guidelines: TRPIM. & zM x;x^y3zO2M"V.#^J,\D Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. 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. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. 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