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blackrock overboarding policy

2021年2月28日

Moreover, their updated overboarding voting policy also states that they will vote against any non-executive director who sits on more than four boards in total at all boards on which they serve. Prior to the policy change, BlackRock considered a director candidate to be over-committed if he or she served on more than . BlackRock has publicized its concerns about overcommitted directors before. BlackRock, Vanguard and State Street Global Advisors recently issued their voting policy updates for 2022, as well as guidance about their 2022 priorities for their portfolio companies. The world's second-largest asset manager . According to a 2014-2015 Public Company Governance Survey We're built to do the right thing for clients, and our long-term perspective and disciplined approach reflect that commitment. These money managers encourage major public companies to actively discuss these topics and expect S&P 500 companies to lead by example. Vanguard, the $5.3tn fund manager, recently updated its own voting policy. The Vanguard Group Inc. updated its director overboarding policy in April 2019, . BlackRock, the largest asset manager in the world, issued in December 2020 its new proxy voting guidelines for U.S. securities that expand its director "overboarding" voting policy in a manner that directly impacts shareholder activist funds. Operational Items page 5 2. BlackRock is the company's largest shareholder, with a 7 per cent stake. As a result of these strengthened investor policies, non-executive directors who serve . To that end, institutions began to codify BlackRock, State Street and Vanguard recently updated their proxy voting guidelines to reflect evolving priorities and challenges related to sustainability, diversity and inclusion, and human . One of the important aspects of Vanguard's overboarding policy is its explicit statement that it will take into . Our four principles of governance guide our approach to proxy voting, engagement, and advocacy. Vanguard subsequently modified its policy in early 2020 to allow some flexibility to consider company-specific facts and circumstances. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval. Retail. Among the other changes, BlackRock also tackled many hot topics in governance circles. As noted in its 2021 proxy voting policy, in addition to other elements of diversity, BlackRock encourages companies to have at least two women directors on their boards. BlackRock Investment Stewardship Proxy voting guidelines for U.S. securities | 6 The independent chair or lead independent director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that receive substantial support, and the proposals, in our view, have a material impact on the business, shareholder rights, or the Key policy updates are summarized below. The respondents included 128 investors (including 88 asset managers, 24 asset owners, four advisors and 12 other investors), and 268 . Huge institutions like LGIM, BlackRock and Vanguard have promised to vote against directors who are too thinly spread. . The chart below details the maximum number of public company boards a director can serve on before he/she is 1 These updates reflect institutional investors' increased focus on board diversity and refreshment, as well as environmental, social and governance matters. This was a result of changes to the code, voting guidelines of proxy voting agencies such as ISS, Glass Lewis, large institutional investors such as Legal and General Investment Management (LGIM) and Blackrock. This follows similar actions by BlackRock in 2018 and Vanguard which adopted its first overboarding policy in April 2019. director overboarding policy for the 2020 proxy season to align with BlackRock and Vanguard's more restrictive policies. the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Our voting recommendations in 2021 will be based on our cur-rent requirement of at least one female board member; but, beginning with shareholder meetings held after An excerpt from a PJT Camberview memo printed in the thecorporatecounsel.net blog this week suggests that large institutional investors such as Vanguard, BlackRock . Scale Up . This Client Alert describes the key changes to the ISS and Glass Lewis policies along with some suggestions for actions public companies should take now in light of these policy changes and other developments. - The Guardian reported that a group of more than 30 US corporate leaders - including the heads of outdoor clothing brand Patagonia, The Body Shop owner Natura, Unilever unit Ben & Jerry's and Danone's US business - took out a full-page advert in The New York Times to push for a more ethical way of doing business. The updated policy guidelines became effective as of April 1, 2021. This follows similar actions by BlackRock in 2018 and Vanguard which adopted its first overboarding policy in April 2019. The table below highlights compensation-related policy changes and other key updates: Focus Area. BlackRock and State Street Update Proxy Voting Guidelines Focus on Diversity and Climate Change . It also released its Investment Stewardship Global Principles, along with a 2022 policy updates summary. Their director overboarding new policy stated that a director who is the CEO of a public company may serve on a total of two public boards before being considered overboarded (while for other directors the number is We provide a wide variety of markets with key policies for each market. Vanguard subsequently modified its policy in early 2020 to allow some flexibility to consider company-specific facts and circumstances. associations that seek to address broader corporate governance related policy issues in North America. State Street Global Advisors is a signatory to the United Nations Principles of Responsible Investment ("UNPRI") and is compliant with the US Investor Stewardship Group Principles. It means consistently sticking to a systematic, disciplined, bottom-up investment approach no matter the market outlook. Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season. The most significant policy updates relate to the issues of board diversity, board oversight failings and environmental/social disclosure. American Century Investment Management, Inc. (the "Advisor") is the investment manager for a variety of advisory clients, including the American Century Investments ® family of funds. BlackRock's Expansion of the Application of Its Director "Overboarding" Policy to Fund Managers BlackRock, the largest asset manager in the world, issued in December 2020 its new proxy voting guidelines for U.S. securities that expand its director "overboarding" voting policy in a manner that directly impacts shareholder activist funds. It is updated quarterly until June 30 each year, when it is superseded by BlackRock's annual Form NPX filing. BlackRock 4 2 4 State Street Global Advisors 6 3 6 Invesco 6 3 6 J.P. Morgan 4 3 4 BNY Mellon 6 3 6 Directors' responsibilities are increasingly complex as board and key committee memberships demand greater time commitments. Corporate board members may want to reexamine whether sitting on two or more boards is in their long-term best interest. As described in the main body of the Policy, one or more GSAM Portfolio Management Teams may diverge from the Guidelines and a related Recommendation on any particular proxy vote or in connection with any individual investment decision in accordance with the Policy. A week after Glass Lewis issued its 2020 proxy voting guidelines, Institutional Shareholder Services (ISS) released its final updates to its 2020 proxy voting policies. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies. We have expanded our policy on board gender diversity. This is an expansion of the previous policy, which . Even with the 2020 proxy season well underway, voting policies of large institutional investors and proxy advisory firms can continue to change. BlackRock Investment Stewardship's vote instructions for individual meetings globally. Yesterday, BlackRock released its latest proxy voting guidelines for U.S. securities. Gerber comes close to "overboarding," a typical reason BlackRock votes down directors in other companies. Directors Should Expect Questions About "Overboarding". Director Overboarding: BlackRock will consider voting against a director if they are over-committed by serving on an excessive number of boards. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. The key voting policy updates are summarized below. BlackRock's overboarding policy generally provides that it will consider voting against committee members and/or individual directors if the number of boards on which the director sits exceeds BlackRock's standard. A recent Ticker report cited a study by Jeremy Kress of the University of Michigan showing that directors' overcommitment can cause problems for . Large fund managers such as Blackrock and U.K.'s LGIM will, similarly, consider voting against committee members and/or individual directors who serve on an excess . BlackRock, State Street and Vanguard recently updated their proxy voting guidelines to reflect evolving priorities and challenges related to sustainability, diversity and inclusion, and human capital management. BlackRock often votes down directors at companies because they are "overboarded" - they belong to too many boards to adequately fulfill their director role. Notably, Vanguard only recently tightened its own overboarding guidelines in 2019. BlackRock's overboarding policy generally provides that it will consider voting against committee members and/or individual directors if the number of boards on which the director sits exceeds BlackRock's standard. . In the 2019 proxy season, "overboarding" became a center-stage issue for many companies and investors. Concerns about overboarding aren't just limited to BlackRock. Vanguard Group is taking a tougher stance against companies whose board members it believes are stretched too thin. Changes in Director Overboarding Policies: Institutional investors have developed policies in response to concerns about the "overboarding," or over-commitment, of directors who serve on multiple boards. Benchmark Policy Recommendations, ISS, . With institutional investors owning more than half of all U.S. companies and index funds emerging as the dominant institutional owners, understanding the viewpoints and proxy voting guidelines of key investors and advisers is a governance imperative. Active public company executives sitting on more than two boards were particularly hard hit, and a number of directors saw their support drop 25 or more percentage points on a . Director Overboarding: BlackRock will vote against directors who serve on an excessive number of boards. We steward the assets of more than 30 million investors worldwide. "Policy"). USA April 28 2020. The Stewardship Expectations Report provides context for some of the policy changes that BlackRock intends to undertake in 2021, which include doubling the number of carbon-intensive companies with which it will engage and being more likely to support environmental and social-focused shareholder proposals. Our hope is that once you get to know us, you will understand the true value of joining our community. BlackRock applies a one-year grace period for certain guidelines for directors, such as independence and overboarding, but expects boards to use that time to bring standards in line. These pronouncements from the "Big Three" asset managers reflect a number of common themes, including an emphasis on climate and the transition to a Net Zero economy, diversity at the board level and . In addition to ISS and Glass Lewis, coverage includes AllianceBernstein, BlackRock, CalPERS, CalSTRS, Fidelity . However, if a company is an emerging growth company, BlackRock will consider the governance exemptions to exchange listing standards, but expects an EGC to have an . BlackRock is taking a more aggressive approach to indicating its displeasure with boards that display lax governance. 2022 BlackRock Voting Policy Updates 30% Target on Board Diversity BlackRock believes boards should aspire to 30% diversity, and encourages companies to have at least two directors who identify as female and at least one who identifies as being from an "underrepresented group." BlackRock will consider a director candidate to be overcommitted if he or she serves on more than four public company boards (two boards in the case of a CEO director) for its US portfolio companies. Investors believe that directors should be able to devote suffi-cient time to their companies in order to manage their respon-sibilities effectively. The chart below details the maximum number of public company boards a director can serve on before he/she is For example, in its latest investment stewardship report, BlackRock reported that it voted against 163 directors at 149 companies in the Americas on the basis of overboarding from July 1, 2020 to June 30, 2021. Most recently, in a significant . Make Money.™ means ignoring fads and taking a long-term view of investing. Email sales@ccrcorp.com or call 800-737-1271 for more information. Updated April 11, 2019 7:02 am ET. In November 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements in Regulation S-K,… A contributor to this decline was new or stricter overboarding policies put in place by leading institutional investors such as Vanguard, BlackRock and Boston Partners. To learn more about these cookies, how we use them on our website, and how to revise your cookie settings, please view our cookie policy. The updated policies will be applied to shareholder meetings beginning on February 1, 2020, and the changes to U.S. polices are summarized below. Policy. Ms. McDougall also observed that, despite the often slow pace of change regarding corporate governance matters, there has been significant progress regarding gender diversity. Notably, Vanguard only recently tightened its own overboarding guidelines in 2019. Investment Approach. Key Voting Policies for 2020 and the Considerations for Boards. In the 2019 proxy season, "overboarding" became a center-stage issue for many companies and investors. Lewis & Co.'s policy is that inside directors (i.e., CEOs and other NEOs) should not serve on more than two . Breaking with tradition, BlackRock released their proxy voting guidelines before the start of the new year. The two most influential proxy advisory firms - Institutional Shareholder Services and Glass, Lewis & Co. - recently released their updated proxy voting guidelines for 2021. True to its word, the world's largest money manager held corporate boards more accountable by voting against 10 percent of directors this year, up from 8.5 percent last year. board oversight: blackrock will consider voting against committee members and/or individual directors if a board has failed to exercise sufficient oversight over material environmental, social and governance (esg) risk factors or if a company has failed to provide shareholders with adequate disclosure to conclude that the board appropriately … director overboarding policy for the 2020 proxy season to align with BlackRock and Vanguard's more restrictive policies. A Shorthand For The Number Of Board Commitments. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. Beginning in 2021, we will note as a concern boards consisting of fewer than two female directors. Last year, for instance, the company spoke up about so-called overboarding. Effective January 2021, BlackRock expanded its overboarding policy such that a Our approach to voting We vote proxies in what we consider to be the best interests of our clients as shareholders and in a manner that we believe maximizes the value of their holdings. Beginning in 2021, the maximum number of boards on which a director who is a public . Wellington's Engagement Policy for more information. In this year's integrated survey, the topics included board gender diversity, overboarding, sunsetting of multi-class capital structures, combined chair and CEO roles and climate change risk. Vanguard updated its director overboarding policy in April 2019, announcing that it would generally vote against named executive officers serving on more than one outside public company board (a total of two public company boards), though not at the company at which he or she is an executive officer, and against outside directors who sit on . This follows similar actions by BlackRock in 2018 and Vanguard which adopted its first overboarding policy in April 2019. although it applies Blackrock's policy regarding CEO board participation to all named executive officers. It has written to US companies telling them it. Principles and philosophy. The website cannot function properly without these necessary cookies, and they can only be disabled by changing your browser preferences. And it means putting the investment odds in our clients' favour by focusing on the things we can control. Blackrock has taken a similar position in its 2019 U.S. voting policy, allowing non-CEO directors to hold a maximum of four directorships in total at . This record reflects votes at meetings held since July 1. 2021 U.S. Proxy Voting Guidelines. each company disclose its overboarding policy and how the board oversees implementation of this BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities".1 Consistent with BlackRock's recent communications related to its investment principles,2 the guidelines emphasize BlackRock's focus on environmental and social risk reporting and indicate its intent to use its proxy voting power to influence corporate governance and management practices . Major institutional investors, such as Vanguard and BlackRock, have adopted stricter overboarding policies in recent years, which has contributed to a decline in shareholder support for directors standing for election, particularly, in the case of active public company executives sitting on more than two boards. Vanguard's guidelines are similar to the BlackRock proxy voting guidelines, which were amended in 2018 to reduce the number of outside public company boards for a CEO from two to one (for a total of two public company boards). This biotech ETF casts a considerably wider net . With respect to overboarding, BlackRock has refined its policy, which previously provided that public company CEOs serving on more than two public boards would be considered overboarded, to extend to all executive directors or fund managers serving on a board in addition to CEOs. Capital Structure Proposals BlackRock, the world's largest asset manager, cast votes against 168 overboarded directors during this year's proxy season, reported a recent article on overboarding in The Wall Street Journal. These guidelines serve as mechanisms for BlackRock to put their stewardship philosophy into practice. 'Overboarding' is a hot topic in this AGM season. OVERBOARDING IN 2020 Over the past few years, director board service has become a major area of focus for the institutional investor community. The overboarding guideline of a . Another key area of increasing focus amongst investors and proxy voting agencies this year was overboarding. Overboarding concerns have become a key driver for recommendations or votes against director elections in recent years. The new guidelines remain consistent with BlackRock's existing approach to engagement on board diversity. Be Boring. Blackrock added that it expects "more fulsome disclosure regarding the company's long-term adaptation strategies in line with the TCFD by next year". BlackRock's overboarding policy generally provides that it will consider voting against committee members and/or individual directors if the number of boards on which the director sits exceeds BlackRock's standard. Overboarding by Public Company Directors: 2019 Update . IBB is primarily focused on U.S. stocks, though a smattering of international firms adds some degree of international diversification. In such capacity, the Advisor has been delegated the authority to vote proxies with respect to investments held in the accounts it manages. Stay up to date with the current voting guidelines we apply to each international market. Vanguard recently announced updates to its proxy voting guidelines. Here are three new items to be aware of: 1. . Sidley's "Roundup of Director Overboarding Policies" conveniently summarizes in a tabular format a number of institutional investor policies on director overboarding for non-executive directors, public company CEOs, and public company NEOs/executive officers other than CEOs. A. Director Tenure and Overboarding. Prior to the policy change, BlackRock considered a director candidate to be over-committed if he or she served on more than .

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