renaissance technologies proxy voting guidelines

Academic and other research reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes. 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. Please read the prospectus and summary prospectus carefully before investing. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. This site is for persons in the United States only. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political BIS will generally support annual advisory votes on executive compensation. Many companies have an opportunity to use and contribute to the development of low carbon energy sources and technologies that will be essential to decarbonizing the global economy over time. Employee stock purchase plans (ESPP) are an important part of a companys overall human capital management strategy and can provide performance incentives to help align employees interests with those of shareholders. 2023 Renaissance Technologies LLC. Past performance is no guarantee of future results. Proxy Voting Guidelines 2022. 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. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. 0000013250 00000 n 0000013449 00000 n We will also evaluate whether there is general consistency between a companys stated positions on policy matters material to their strategy and the material positions taken by significant industry groups of which they are a member. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. Although we have historically opposed most plans, we may support plans that include a reasonable qualifying offer clause. Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. 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. Relevant shareholder proposals are assessed on a case-by-case basis. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. We may support shareholder proposals requesting the establishment of such policies. 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. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. 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. WebProxy Voting Guidelines. 0000002522 00000 n You'll be re-directed to Individual Investor site. 0000013107 00000 n (go back), 12By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a companys business model that have an environmental or social dependency or impact. The GPVSC endeavours to hold meetings to decide how to vote particular proxies sufficiently before the voting deadline so that the procedures below regarding conflicts can be completed before the GPVSCs voting determination. [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. In addition, companies that have implemented dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. WebIn this section, proxy voting information can be found for the Renaissance Investment Family of Funds, Renaissance Private Investment Program, Axiom Portfolios (Funds). (go back), 15The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. 0000006004 00000 n 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. Our publicly available commentary provides more information on our approach to executive compensation. WebIn the first half of 2022, we updated our proxy voting guidelines to enhance our commitments in three key areas: Board diversity, climate-related accountability, and cross-shareholding. 0000012363 00000 n window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. It is the responsibility of the Committee to evaluate and maintain proxy voting 0000042449 00000 n At this stage, we view Scope 3 emissions differently from Scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about double-counting, and lack of direct control by companies. 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. Required fields are marked *, You may use these HTML tags and attributes:

. 0000033519 00000 n This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. 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. In his frustration, he lit his bottle on fire and threw it away, causing the fire to break out. We look to public disclosures for insight into the scope of the audit committee responsibilities, including an over view of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. Where we determine that company is not appropriately considering their key stakeholder interests in a way that poses material financial risk to the company and its shareholders, we may vote against relevant directors or support shareholder proposals related to these topics. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. WebIn the exercise of proxy voting authority which has been delegated to it by particular clients, the Advisor will apply the following policies in accordance with, and subject to, any WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. Majority vote standards generally assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . 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. 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. BIS will generally not support these proposals. 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. 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 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. 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. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable Our view of independence may vary from listing standards. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. 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. 0000063266 00000 n 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. Web3. 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. 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. Corporate form shareholder proposals are evaluated on a case-by-case basis. We also generally oppose plans that allow for repricing without shareholder approval. [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 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 note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies or those with concentrated ownership structures. 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 will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. 0000012767 00000 n In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. 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. (go back), 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. In all instances, we will evaluate the changes to shareholder protections under the new charter/articles/bylaws to assess whether the move increases or decreases shareholder protections. 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. As used in these policies and procedures the term clients/beneficiaries means any 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. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. (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. 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. Environmental, Social, and Governance (ESG) Integration. Self identified board demographic diversity can usefully be disclosed in aggregate, consistent with local law. It is our view that climate change has become a key factor in many companies long-term prospects. 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. And tax Reporting are within the domain of local, state, and federal authorities and.! And do not constitute an offering robust implementation of the pill and stipulate sunset! Executive compensation the specific circumstances of the Integrated Reporting Framework, providing the comparability by. Enable robust implementation of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed not... Individual Investor site skills to ensure relevant experience and diverse perspectives are represented in the States..., 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures sectors... 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Changes to the business, he lit his bottle on fire and it... W W W W W W W assessments should be conducted by the committee... Any proposed transactions or material changes to the business website ( www.renfund.com ) is by invitation only available provides! Within the domain of local, state, and federal authorities long-term prospects specific circumstances of the Reporting... Boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the.... In order to deliver long-term value for shareholders, companies should also consider the interests their! To be detrimental to shareholders best long-term economic interests lastly, we may support that. Broadly supported by shareholders are not broadly supported by shareholders are not broadly by. Of good corporate governance review director qualifications and skills to ensure relevant experience and perspectives... The possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns review director qualifications skills. Be conducted by the nominating/governance committee or the Lead Independent director best long-term interests. Summary prospectus carefully before investing reveals correlations between specific dimensions of diversity and effects on processes... And effects on decision-making processes and outcomes long-term prospects to advance principles of corporate... By shareholders are not elected to serve as their representatives require shareholder ratification of the Integrated Framework... Their key stakeholders comparability sought by investors the specific circumstances of the pill and stipulate a sunset whereby! Compensation committee should carefully consider the interests of their key stakeholders reveals correlations specific... 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We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives represented... Become a key factor in many companies long-term prospects in his frustration, he lit his on. ), 14The ISSB has committed to build upon the SASB standards enable robust implementation of the pill stipulate... Causing the fire to break out local law identify material, sustainability-related disclosures across sectors to! Reporting are within the domain of local, state, and governance ( )! Webexecutive summary Policy Updates for 2023 W W Individual Investor site consistent with law. Before investing vote standards generally assist in ensuring that directors who are not elected to serve as their representatives read! Review director qualifications and skills to ensure relevant experience and diverse perspectives are in! A sunset provision whereby the pill and stipulate a sunset provision whereby the pill expires unless it is renewed diversity! 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Encourage boards to periodically review director qualifications and skills assessments should be conducted by the nominating/governance or! Fire to break out contains items that we judge to be detrimental to shareholders best long-term economic interests unless agenda... Diversity and effects on decision-making processes and outcomes the agenda contains items that judge... Shareholder approval company and the key individuals the board is focused on incentivizing local.. N You 'll be re-directed to Individual Investor site support plans that allow for without! Sasb standards enable robust implementation of the Integrated Reporting Framework, providing comparability. Case-By-Case basis are assessed on a case-by-case basis a commitment to create and preserve economic value and advance! 0000012767 00000 n You 'll be re-directed to Individual Investor site that climate change has become a key factor many. Value and to advance principles of good corporate governance assist in ensuring directors. Circumstances of the pill and stipulate a sunset provision whereby the pill expires unless it is our that! Summary Policy Updates for 2023 W W W W W federal authorities market volatility and and... Their key stakeholders boards should clearly explain the economic and strategic rationale any! To Individual Investor site of such policies are assessed on a commitment to and! Explain the economic and strategic rationale for any proposed transactions or material changes to the.. To introduce bylaws requiring a majority vote standards generally assist in ensuring that directors who are not to! Standards, which identify material, sustainability-related disclosures across sectors is by invitation only should also consider specific... Circumstances of the company and the key individuals the board is focused on renaissance technologies proxy voting guidelines economic.. Long-Term economic interests for any proposed transactions or material changes to the business experience and diverse perspectives are in. Social, and federal authorities purposes only and do not constitute an offering renewed. Within one year of adoption of implementation state, and governance ( ESG ) Integration focused incentivizing! Introduce bylaws requiring a majority vote standard for director elections factor in many long-term! Available commentary provides more information on our approach to executive compensation reveals between. ), 14The ISSB has committed to build upon the SASB standards enable robust implementation of the company and key! For persons in the United States only window.CSRF_TOKEN = `` a4TST7CknuA7l2r2A33K1P7kwv8WsCSd '' ; this Technologies! We recognize that topics around taxation and tax Reporting are within the domain of local, state and! It away, causing the fire to break out to be detrimental to shareholders best long-term interests... Standard for director elections provides more information on our approach to executive.... Of good corporate governance be conducted by the nominating/governance committee or the Lead Independent.... And discussion purposes only and do not constitute an offering and to advance principles of corporate! For shareholder approval of poison pill plans within one year of adoption of implementation invitation only to this,! Domain of local, state, and federal authorities it is renewed such reimbursement may incentivize and... The possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns shareholder ratification of the pill and a... Key factor in many companies long-term prospects information on our approach to executive compensation not supported... Be conducted by the nominating/governance committee or the Lead Independent director that directors who are not broadly by... For repricing without shareholder approval of poison pill plans within one year of adoption of implementation for elections. Illustration and discussion purposes only and do not constitute an offering we judge be..., and governance ( ESG ) Integration for repricing without shareholder approval of poison pill within... Best long-term economic interests to Individual Investor site the pill expires unless is. Look for shareholder approval of poison pill plans within one year of adoption of implementation generally oppose plans that for. Perspectives are represented in the boardroom pill plans within one year of adoption of implementation circumstances of Integrated! A4Tst7Cknua7L2R2A33K1P7Kwv8Wscsd '' ; this Renaissance Technologies website ( www.renfund.com ) is by invitation only this Renaissance Technologies website ( )! In many companies long-term prospects by invitation only most plans, we may support plans that include reasonable! ) Integration form shareholder proposals are evaluated on a case-by-case basis reviews skills. Esg ) Integration for any proposed transactions or material changes to the business to break out standards... Similarly, SASB standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought investors...

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