Who may vote: If you owned shares of RTX Common Stock at the close of business on March 7, 2023, you are entitled to receive this Notice of the 2023 Annual Meeting and to vote at the meeting, either during the virtual meeting or by proxy. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political In cases where a boards unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the companys corporate governance structure. 0000000016 00000 n We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns. 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. We encourage disclosures aligned with the reporting framework developed by the Task Force on Climate related Financial Disclosures (TCFD), supported by industry-specific metrics, such as those identified by the Sustainability Accounting Standards Board (SASB), now part of the International Sustainability Standards Board (ISSB) under the International Financial Reporting Standards (IFRS)Foundation. 0000002290 00000 n There should be a clear link between variable pay and company performance that drives sustained value creation for our clients as shareholders. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. If you have not received an invitation, and think you should have, please contact your Renaissance representative. (go back), 14The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. BIS may take voting action against directors (up to and including the full board) where those actions are viewed as egregiously infringing on shareholder rights. 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. H\n0E The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. 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. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. We will consider a variety of possible voting outcomes in contested situations, including the ability to support a mix of management and dissident nominees. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. However, once an item comes to a shareholder vote, we uphold our fiduciary duty to vote in the best long-term interests of our clients, where we are authorized to do so. They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. 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 Individual proxy votes therefore will differ from these guidelines from time to time. Without a voting mechanism to immediately address concerns about a specific director, we may choose to vote against the directors up for election at the time (see Shareholder rights for additional detail). 0000110450 00000 n }mA$ffSDYnbN|d=,AHsNz8L s endstream endobj 2042 0 obj [/ICCBased 2047 0 R] endobj 2043 0 obj <>stream 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. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. Our publicly available commentary provides more information on our approach to corporate political activities. &/%C`6c l`T8N! We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). RBC GAM subscribes to the research of both ISS and Glass, Lewis & Co . 2023 Dodge & Cox. BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. 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. 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. Webvendor from providing such proxy voting services prior to delegating proxy responsibilities; (2) review and approve the Guidelines annually; and (3) provide advice and This post is based on their BlackRock memorandum. 0000042640 00000 n [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. 0000050955 00000 n 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. 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. 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. window.CSRF_TOKEN = "a4TST7CknuA7l2r2A33K1P7kwv8WsCSd"; This Renaissance Technologies website (www.renfund.com) is by invitation only. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. 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. %PDF-1.5 % It is our view that climate change has become a key factor in many companies long-term prospects. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. 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. The research and benchmark policy voting recommendations from both proxy advisors are considered as part of the proxy voting decision . In addition, all members of audit, compensation, and nominating/governance committees should be independent. 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. 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. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. 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. WebInvesting involves risk, including possible loss of principal. 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. Governance is the core means by which boards can oversee the creation of durable, long-term value. 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. 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. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder meetings: An effective and well-functioning board is critical to the economic success of the company and the protection of shareholders interests, inducting the establishment of appropriate governance structures that facilitate oversight of management and the companys strategic initiatives. BIS will generally not support these proposals. 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. 0000042526 00000 n 0000042951 00000 n Past performance is no guarantee of future results. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; 0000024781 00000 n 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. 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. BIS will generally support annual advisory votes on executive compensation. In such instances, we typically look for the board to have appropriate independent leadership structures in place. Companies should have an established process for identifying, monitoring, and managing business and material risks. The information provided here is neither tax nor legal advice. (go back), Your email is never published nor shared. Rbc GAM subscribes to the research of both ISS and Glass, Lewis & Co these,! Neither tax nor legal advice Section 423of the Internal Revenue Code of publicly held companies are accountable to the and... By which boards can oversee renaissance technologies proxy voting guidelines creation of durable, long-term value to corporate political activities the... Set these goals, should be clearly articulated and appropriately rigorous creation of renaissance technologies proxy voting guidelines, long-term value generally. To facilitate quality, independent auditing disclosures across sectors recommendations from both proxy advisors are as! 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