Reports | March 1, 2021

2020 Corporate Governance Report

The 2020 edition of our Corporate Governance Report provides a summary of the market environment for corporate governance, the 2020 proxy votes on the most common issues (including proxy voting statistics) and our 2021 proxy policy statement. Together, this data and analysis paints a comprehensive portrait of corporate governance and our approach to proxy voting.

In addition to the updates to our proxy policy statement, the report also analyzes the effect of DOL and SEC rulings, 2020 investor initiatives on environmental, social and corporate governance (ESG), a breakdown of our proxy votes and more.

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Corporate Governance Report

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What's new in the report

We’ve made four significant updates to our proxy policy statement that take effect on March 1, 2021.

  • A new policy to oppose director nomination where U.S. companies fail to provide data on the compensation of their corporate boards. Investors are able to assess racial diversity only where companies disclose composition data.
  • Expanding our opposition to CEOs serving as chair to non-independents serving as chairs. This will enable us to vote against in situations where immediate past CEOs serve as chair or possess other insider characteristics, such as business ties.
  • New policy language that provides for a vote against directors for failure of oversight. If a company has not substantively addressed the business impacts of climate change or other systemic issues, has repeated financial restatements or is embroiled in a scandal that exposes weak leadership, a vote may be cast against directors.
  • Expanding on the criteria applied to consider say-on-pay votes (advisory votes on executive compensation). Companies often have overly limited disclosure on the use of adjusted generally accepted accounting principles (GAAP) metrics that drive incentive executive pay. Companies that customize a GAAP calculation for executive pay purposes should explain the need for the adjustment and show its impact on the payout.

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The information and opinions herein provided by third parties have been obtained from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. This article and the data and analysis herein is intended for general education only and not as investment advice. It is not intended for use as a basis for investment decisions, nor should it be construed as advice designed to meet the needs of any particular investor. On all matters involving legal interpretations and regulatory issues, investors should consult legal counsel.

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