(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. Our publicly available commentary provides more information on our approach. %PDF-1.5 % 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. 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. They can be adapted and customized for use by foundations, endowments, asset managers, and retail investors. As used in these policies and procedures the term clients/beneficiaries means any Our publicly available commentary provides more information on our approach to corporate political activities. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. 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. 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. 0000014951 00000 n We will evaluate the actions that the company has taken to limit shareholders ability to exercise the right to nominate dissident director candidates, including those actions taken absent the immediate threat of a contested situation. 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 note there may be cases in which the final vote recommendation at a particular company Where a company is listed on multiple exchanges or incorporated in a country different from their primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the companys governance structure and specific proposals on the shareholder meeting agenda. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. 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. 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. 0000015446 00000 n }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream (go back), 8Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans. Where a company has failed to implement a Say on Pay advisory vote within the frequency period that received the most support from shareholders or a Say on Pay resolution is omitted without explanation, BIS may vote against members of the compensation committee. When assessing how to vote including on the election of directors and relevant shareholder proposals robust disclosures are essential for investors to understand, where appropriate, how companies are integrating material sustainability risks and opportunities across their business and strategic, long-term planning. 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. Nicholas J. 2023 Dodge & Cox. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. 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. We generally oppose plans that contain evergreen provisions, which allow for automatic annual increases of shares available for grant without requiring further shareholder approval; we note that the aggregate impacts of such increases are difficult to predict and may lead to significant dilution. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. The information provided here is neither tax nor legal advice. We consider the share price over multiple time periods prior to the date of the merger announcement. 0000000016 00000 n WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . We evaluate a number of factors, which may include: the qualifications and past performance of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissidents and managements plans; the ownership stake and holding period of the dissident; the likelihood that the dissidents strategy will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Equal Employment Opportunity Commissions EEO-1 Survey. However, the final voting decision is independent and voting authority rests 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. In addition, all members of audit, compensation, and nominating/governance committees should be independent. 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]. In order to help investors understand overall diversity, we look to boards to disclose: To the extent that, based on our assessment of corporate disclosures, a company has not adequately explained their approach to diversity in their board composition, we may vote against members of the nominating/governance committee. 1 Proxy Voting by Investment Advisers, Release No. Proxy Voting Guidelines: TRPIM. &/%C`6c l`T8N! Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. 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. 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. The integrity of financial statements depends on the auditor effectively fulfilling its role. It is the responsibility of the Committee to evaluate and maintain proxy voting 2036 0 obj <> endobj xref (go back), Your email is never published nor shared. 0000042951 00000 n At a minimum, we expect companies to disclose their Scopes 1 and 2 greenhouse gas (GHG) emissions, 1 as investors need this information to Succession planning should cover scenarios over both the long-term, consistent with the strategic direction of the company and identified leadership needs over time, as well as the short-term, in the event of an unanticipated executive departure. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. 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. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. 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. We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. 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. 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. 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