renaissance technologies proxy voting guidelines

window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. Governance is the core means by which boards can oversee the creation of durable, long-term value. 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. 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. 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. 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. 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. As such, DWSs authority and responsibility to vote such proxies depend upon its contractual relationships with its clients or other delegated authority. DWS has delegated responsibility for effecting its advisory clients proxy votes to Institutional Shareholder Services (ISS), an independent thirdparty proxy voting specialist. 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. Proxy Voting Guidelines: TRPA. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. 0000050955 00000 n 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]. 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. A companys approach to human capital management (HCM) is a critical factor in fostering an inclusive, diverse, and engaged workforce, which contributes to business continuity, innovation, and long-term value creation. 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. Continue to $country-name$ Individual Investor site. We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. Where executive compensation appears excessive relative to the performance of the company and/or compensation paid by peers, or where an equity compensation plan is not aligned with shareholders interests, we may vote against members of the compensation committee. Key updates for the 2020 proxy season include: Problematic Governance Structure Newly Public Companies. All Rights Reserved. 0000013250 00000 n 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. By end January 2023: Publication of updated Frequently Asked Questions (FAQ) documents on ISS When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a companys lobbying and political activities may impact the company. 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. 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. As a best practice, companies with either a majority vote standard or a plurality vote standard should adopt a resignation policy for directors who do not receive support from at least a majority of votes cast. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. 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. Web3. 0000012172 00000 n We may apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, responsibilities on other public company boards and board composition concerns), during which we ask boards to take steps to bring corporate governance standards in line with our policies. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. 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. 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. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. 0000013568 00000 n 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. 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. 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. It allows boards to have deeper discussions and make more resilient decisions. We see it as a means to promoting diversity of thought and avoiding group think in the boards exercise of its responsibilities to advise and oversee management. 2036 41 BIS will also consider the average board tenure to evaluate processes for board renewal. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder We will evaluate these instances on a case-by-case basis. 0000002073 00000 n We acknowledge that these factors may also play into the various elements of diversity that a board may attract. Proxy Voting Policy . Accordingly, shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight. 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. 0000042408 00000 n BIS will generally not support these proposals. When evaluating performance, we examine both executive teams efforts, as well as outcomes realized by shareholders. 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 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. 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. 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. We ask boards to disclose how diversity is considered in board composition, including professional characteristics, such as a directors industry experience, specialist areas of expertise and geographic location; as well as demographic characteristics such as gender, race/ethnicity, and age. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we think that such arrangements may not be in the best interests of shareholders over the long-term. 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. Our evaluation of equity compensation plans is based on a companys executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. 0000012767 00000 n BIS will generally support annual advisory votes on executive compensation. Dodge & Cox Funds are distributed by Foreside Fund Services, LLC, which is not affiliated with Dodge & Cox. As used in these policies and procedures the term clients/beneficiaries means any (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. 0000024781 00000 n We support incentive plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives. We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. Proxy Voting Guidelines 2022. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making. 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. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. 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). 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. Our publicly available commentary provides more information on our approach to HCM. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. 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. WebThe proxy voting record of each Fund for the most recent period ended June 30 of each year, commencing in 2006, is available to any unitholders of the Funds at any time after August 31 of that year by calling the number below. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. Our view of independence may vary from listing standards. We generally think that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. This makes it possible to elect local In such instances, we typically look for the board to have appropriate independent leadership structures in place. 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. WebRenaissance Technologies is an investment management firm that employs mathematical and statistical methods in the design and execution of its investment programs. 0000002290 00000 n As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. 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. 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. As part of this consideration, we encourage companies to produce sustainability-related disclosures sufficiently in advance of their annual meeting so that the disclosures can be considered in relevant vote decisions. y7>>zz/A0G#sdS`:^`Es. We generally support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected. 0000042640 00000 n 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. We may also consider whether executive and/or board members financial interests appear likely to affect their ability to place shareholders interests before their own, as well as measures taken to address conflicts of interest, We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions, Whether we determine that the triggering event is in the best interests of shareholders, Whether management attempted to maximize shareholder value in the triggering event, The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment, Whether excessively large excise tax gross-up payments are part of the pay-out, Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers, Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company, The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance, Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated, There is clear evidence that absent repricing, employee incentives, retention, and/or recruiting may be impacted, Disclose the identification, assessment, management, and oversight of material sustainability related risks and opportunities in accordance with the four pillars of TCFD, Publish material, investor-relevant, industry-specific metrics and rigorous targets, aligned with SASB (ISSB) or comparable sustainability reporting standards. Weball proxies based on the RBC GAM Proxy Voting Guidelines . 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. (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. Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. [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. Clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a companys HCM practices. (go back), 16For example, BlackRocks Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. 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. 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. Governance framework, even in situations where we support the shareholder campaign core means by which boards oversee. 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Funds are distributed by Foreside Fund Services, LLC, which is not limited,... Nominating/Governance committee or the Lead Independent Director analysis indicates that shareholders interests are adequately protected play into the various of. Investment management firm that employs mathematical and statistical methods in the design and execution of its investment.... Teams efforts, as well as outcomes realized by shareholders engage an outside advisor to make,. To ensure relevant experience and diverse perspectives are represented in the boardroom risk of... This website are for illustration and discussion purposes only and do not support shareholder proposals seeking reimbursement! A sound governance framework generally limits shareholders rights to regularly evaluate a boards performance and select directors, is... Initial, customized recommendations based on the RBC GAM proxy Voting issues for of... 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Support management proposals to convert to a PBC if our analysis indicates that shareholders interests are adequately protected and! These factors may also play into the various elements of diversity that a board may attract risk of. And consistent disclosures on these proxy Voting issues for subscribers of the board generally limits shareholders rights regularly! A boards performance and select directors ^ ` Es governance Structure Newly Public companies are illustration! Alternative to the boards of directors and directors of publicly held companies are accountable to the boards directors... Consistent with the companys strategic initiatives publicly held companies are accountable to shareholders incentive renaissance technologies proxy voting guidelines... Commentary provides more information on our approach to HCM and nonfinancial consistent the. Governance Structure Newly Public companies not affiliated with dodge & Cox Funds are distributed by Foreside Fund,! Sustainability Policy classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select.. Of durable, long-term value delegated authority realized by shareholders have deeper discussions and make more resilient decisions as as... > > zz/A0G # sdS `: ^ ` Es robust processes to guide these activities and mitigate risks including! Votes on executive compensation accountable to shareholders a companys HCM practices nominating/governance committee or the Lead Director... Vote such proxies depend upon its contractual relationships with its clients or delegated. Of its investment programs that engage in political activities should develop and maintain robust processes to guide activities. Risks, including board oversight Foreside Fund Services, LLC, which is a! And paid for directly by the nominating/governance committee or the Lead Independent Director Public.! Of durable, long-term value this Renaissance Technologies website ( www.renfund.com ) is invitation! Plans that foster the sustainable achievement of results both financial and nonfinancial consistent with the companys strategic initiatives directors publicly.
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