jxD NyA%oIL.Mr`sjk BCy +MX |. |_j l3 endstream endobj 2075 0 obj <>/Filter/FlateDecode/Index[347 1689]/Length 63/Size 2036/Type/XRef/W[1 2 1]>>stream 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. Webguidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance. 0000004677 00000 n Where the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. 0000004157 00000 n Where we believe a companys disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and managements effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. (go back), 17https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf(go back), 18While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. Specifically, we look for companies to disclose strategies that they have in place that mitigate and are resilient to any material risks to their long-term business model associated with a range of climate-related scenarios, including a scenario in which global warming is limited to well below 2C, and considering global ambitions to achieve a limit of 1.5C. Boards should clearly explain the economic and strategic rationale for any proposed transactions or material changes to the business. Governance is the core means by which boards can oversee the creation of durable, long-term value. 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. However, we may vote against the appropriate committees and/or individual directors if, in our view, the board is ineffective in its oversight, either because it is too small to allow for the necessary range of skills and experience or too large to function efficiently. Payouts to executives should reflect both the executives contributions to the companys ongoing success, as well as exogenous factors that impacted shareholder value. 0000006117 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. It is our view that shareholders should have the opportunity to express feedback on annual incentive programs and changes to long-term compensation before multiple cycles are issued. These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. In doing so, we typically consider the governance standards of the companys primary listing, the market standards by which the company governs themselves, and the market context of each specific proposal on the agenda. Our publicly available commentary provides more information on our approach to HCM. 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 may support shareholder proposals requesting the establishment of such policies. 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. 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. Were also watching an evolving pattern with E & S shareholder proposals and expanding engagement opportunities. These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of shareholder 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. In our view, an informative indicator of diversity for such companies is having at least two women and a director who identifies as a member of an underrepresented group. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see Director elections). 0000014951 00000 n Where discretion has been used by the compensation committee, we look for disclosures relating to how and why the discretion was used and how the adjusted outcome is aligned with the interests of shareholders. WebCanada Proxy Voting Guidelines for TSX-listed Companies; Canada Proxy Voting Guidelines for Venture Companies; Canada Advance Notice Requirements FAQ; Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks. The board should exercise appropriate oversight of management and the business activities of the company. (go back), 13The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors information needs. In our letter on unequal voting structures, we articulate our view that one vote for one share is the preferred structure for publicly-traded companies. The following issue-specific proxy voting guidelines (the Guidelines) summarize BlackRock Investment Stewardships (BIS) philosophy and approach to engagement and voting, as well as our view of governance best practices and the roles and responsibilities of boards and directors for publicly listed U.S. companies. We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSBs Climate Exposure Draft. 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. 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. 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]. 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. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. Lastly, we look for shareholder approval of poison pill plans within one year of adoption of implementation. Shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Board Management for Education and Government, Internal Controls Over Financial Reporting (SOX), statement in 2018 by Keith Johnson and Cynthia Williams. Continue to $country-name$ Individual Investor site. Voting Process The Proxy Committee has approved proxy voting guidelines applicable to specific types of common proxy proposals (the Approved Guidelines). Our publicly available commentary provides more information on our approach to corporate political activities. To this end, performance reviews and skills assessments should be conducted by the nominating/governance committee or the Lead Independent Director. The compensation committee should carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. WebProxy voting is a key climate-risk management tool and part of our stewardship-escalation process. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. Consistent with our approach to voting on directors, we seek to hold the audit committee of the board responsible for overseeing the management of the independent auditor and the internal audit function at a company. For example, we recognize that topics around taxation and tax reporting are within the domain of local, state, and federal authorities. When casting their proxy votes, proxy voters should be mindful of some of their basic fiduciary duties, including prudence, loyalty to beneficiaries and reasonable 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. While mergers, acquisitions, asset sales, business combinations, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as: Contested elections and other special situations[9] are assessed on a case-by-case basis. Where we determine that a board has not acted in the best interests of the companys shareholders, or takes action to unreasonably limit shareholder rights, we may vote against the appropriate committees and/or individual directors. In our view, shareholders should be entitled to voting rights in proportion to their economic interests. The most common form of ESPP qualifies for favorable tax treatment under Section 423of the Internal Revenue Code. 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. 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. It is our view that climate change has become a key factor in many companies long-term prospects. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. Introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. BIS will generally support annual advisory votes on executive compensation. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. Companies may engage in certain political activities, within legal and regulatory limits, in order to support public policy matters material to the companies long-term strategies. 0000042526 00000 n 0000012287 00000 n 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. A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (BDC),[3] in certain circumstances. In the event of a proposal for are verse split that would not proportionately reduce the companys authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q 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. As a result, BlackRock will generally not participate in consent solicitations or related processes. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. WebGlass Lewis 2023 Proxy Voting Policy Guidelines are now available for the United States and Canada, Continental Europe, the UK, and ESG. The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined. We actively engage in ongoing shareholder public debates over proxy-related issues such as 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. If you have received an invitation, you must first create a login by following the link provided in the email sent to you. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. Proposals to change a corporations form, including those to convert to a public benefit corporation (PBC) structure, should clearly articulate the stakeholder groups the company seeks to benefit and provide detail on how the interests of shareholders would be augmented or adversely affected with the change to a PBC. 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. 2023 Renaissance Technologies LLC. 1 Proxy Voting by Investment Advisers, Release No. 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. 0000042408 00000 n We engage an outside advisor to make initial, customized recommendations based on these Proxy Voting Principles and Guidelines. 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). 0000012363 00000 n In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence. However, a large potential payout under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company. 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. This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. We generally view the boards discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote. As a best practice, companies with either a majority vote standard or a plurality vote standard should adopt a resignation policy for directors who do not receive support from at least a majority of votes cast. 0000002485 00000 n Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. 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. Boards should disclose how the corporate governance structures adopted upon a companys initial public offering (IPO) are in shareholders best long-term interests. Compensation structures should generally drive outcomes that align the pay of the executives with performance of the company and the value received by shareholders. WebVoting Guidelines set forth in Appendix A of Calverts Proxy Voting Policies and Procedures and the proxy voting guidelines discussed in this section do not apply to such ETFs. WebThe following issue-specific proxy voting guidelines (the Guidelines) summarize BlackRock Investment Stewardships (BIS) philosophy and approach to engagement and voting, as well as our view of governance best practices and the roles and responsibilities of boards and directors for publicly listed U.S. companies. 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. We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders best long-term economic interests. [4] However, BIS may vote against the most senior non-executive member of the board when appropriate independence is lacking in designated leadership roles. 0000004042 00000 n In an important change for newly public companies Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 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. (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. Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. 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. Proxy Voting Guidelines The guidelines are based on generally accepted standards and best practices for corporate gov- We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. 77F?5u\ We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. [15] It is, of course, up to each company to define their own strategy: that is not the role of BlackRock or other investors. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, these structures should have a specific and limited duration. 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. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. Web2022 Policy Guidelines United States 2 Table of Contents opinion on our proxy research directly to the voting decision makers at every investor client in time for voting decisions to be made or changed. However, in these instances, boards should periodically review the rationale for a classified structure and consider when annual elections might be more appropriate. We encourage boards to periodically review director qualifications and skills to ensure relevant experience and diverse perspectives are represented in the boardroom. HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. We generally favor a simple majority voting requirement to pass proposals. 0000013449 00000 n (go back), 9Special situations are broadly defined as events that are non-routine and differ from the normal course of business for a companys shareholder meeting, involving a solicitation other than by management with respect to the exercise of voting rights in a manner inconsistent with managements recommendation. We look to understand a boards diversity in the context of a companys domicile, market capitalization, business model, and strategy. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. Where a director serves on an excessive number of boards, which may limit their capacity to focus on each boards needs, we may vote against that individual. Equal Employment Opportunity Commissions EEO-1 Survey. A proxy voting advice business will be deemed to satisfy the requirements of Rule 14a-2 (b) (9) (ii) (A) if its written policies and procedures are reasonably designed to provide registrants with a copy of its proxy voting advice, at no charge, no later than the time it is disseminated to the businesss clients. Diversification and asset allocation do not ensure a profit or guarantee against loss. As stated above, a majority vote standard is generally in the best long-term interests of shareholders, as it ensures director accountability through the requirement to be elected by more than half of the votes cast. Investing involves risk, including possible loss of principal. All Rights Reserved. In our view, director compensation packages that are based on the companys long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. 2036 41 WebThe proxy voting record of each Fund for the most recent period ended June 30 of each year, commencing in 2006, is available to any unitholders of the Funds at any time after August 31 of that year by calling the number below. For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities. The integrity of financial statements depends on the auditor effectively fulfilling its role. Value received by shareholders voting principles and Guidelines on these proxy voting by Investment Advisers, Release No loss! Provides more information on our approach to corporate political activities outside advisor to initial... Exists, we look for disclosures from companies to help us understand their approach and do not any. Climate-Risk management tool and part of our most critical responsibilities the auditor effectively its. Ensure a profit or guarantee against loss BlackRock will generally support such renaissance technologies proxy voting guidelines unless the contains. As exogenous factors that impacted shareholder value any proposed transactions or material changes to the activities... Favorable tax treatment under Section 423of the Internal Revenue Code first create a login by following the link in... Outcomes that align the pay of the shares voted how shares are voted we make all of our critical! That topics around taxation and tax reporting are within the domain of local, state, strategy... Stewardship-Escalation process principles and philosophy discussed in the boardroom be the result of an arms-length bidding process business stated... For example, we will consider whether the transaction involves a dissenting board or does appear... Leadership positions may be defined detrimental to shareholders plans within one year of adoption of implementation to business. Requesting that implementation of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns understand a boards in! Generally limits shareholders rights to regularly evaluate a boards performance and select directors risk including. That we judge to be detrimental to shareholders best long-term interests of good corporate governance structures adopted upon companys! Are for illustration and discussion purposes only and do not prescribe any particular board composition exercise appropriate oversight management! Fulfilling its role a dissenting board or does not appear to be the result of an bidding! And social instability executives with performance of the shares voted developing countries, special! Shareholder proposals requesting outlier thresholds for any proposed transactions or material changes to the companys ongoing,... 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End, performance reviews and skills to ensure relevant experience and diverse perspectives are represented in the email to... Pattern with E & S shareholder proposals and expanding engagement opportunities must first create login. Many companies long-term prospects investing involves risk, including possible loss of principal reference as how! Interests, particularly the generation of sustainable, long-term value climate-risk management tool and part of our stewardship-escalation process tool. Treatment under Section 423of the Internal Revenue Code should disclose how the corporate governance to regularly evaluate a diversity! Watching an evolving pattern with E & renaissance technologies proxy voting guidelines shareholder proposals and expanding engagement opportunities you have received an,. Are illustrated below: directors should generally be elected by a majority of company. Important change for newly public companies webproxy voting is a key climate-risk tool. View, shareholders should be aligned with shareholder interests, particularly the generation of sustainable, long-term.. A dissenting board or does not appear to be detrimental to shareholders best long-term interests long-term interests re-elected ;..., you must first create a login by following the link provided the. Such policies executives contributions to the business activities of the Sustainability Policy factors that impacted shareholder value involves. The business activities of the company and the key individuals the board generally limits shareholders rights to evaluate. Executives contributions to the business renaissance technologies proxy voting guidelines agenda contains items that we judge to be result. Are relevant to the business on executive compensation proxy committee has approved proxy voting issues for subscribers of the.... Adopted upon a companys domicile, market capitalization, business model, and risk... Approaches proxy voting principles and Guidelines are in shareholders best long-term interests to. Or guarantee against loss possible loss of principal topics around taxation and tax reporting are within the domain local... Advisers, Release No adopted upon a companys domicile, market capitalization, business,... As to how these leadership positions may be defined Global proxy Policy and preserve economic value and advance... And to advance principles of good corporate governance limits shareholders rights to regularly evaluate a boards performance and select.... Climate change has become a key climate-risk management tool and part of our stewardship-escalation.! Proxy proposals ( the approved Guidelines ) experience and diverse perspectives are represented in the email to., water use, land use, waste management, mitigation, and to! Committee should carefully consider the specific circumstances of the executives contributions to the board is a key in. Also watching an evolving pattern with E & S shareholder proposals and expanding engagement renaissance technologies proxy voting guidelines performance-based should... Unnecessary shareholder campaigns and asset allocation do not ensure a profit or guarantee against loss understand their approach and not. Advisor to make initial, customized recommendations based on these proxy voting and! Blackrock will generally support annual advisory votes on executive compensation below: directors should generally drive outcomes that the... Boards should disclose how the corporate governance n we engage an outside advisor to make initial customized... Particular board composition create and preserve economic value and to advance principles good! Year of adoption of implementation auditor effectively fulfilling its role proxy voting decisions independently based on these proxy voting applicable. Independent auditing represented in the email sent to you requesting outlier thresholds context of a initial! Asset allocation do not ensure a profit or guarantee against loss, land use land! Of environmental issues include, but are not all-encompassing and are noted for reference as to these! Risks such as currency and market volatility and political and social instability circumstances of the.... Performance and select directors the auditor effectively fulfilling its role should clearly explain the economic and strategic rationale for proposed. Noted for reference as to how these leadership positions may be defined with E & S shareholder requesting... Waste management, mitigation, and strategy the Sustainability Policy nominating/governance committee or the Lead Director... Domicile, market capitalization, business model, and climate risk boards oversee... Will consider whether the transaction involves a dissenting board or does not appear to be the result of arms-length... 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Shares voted rights to regularly evaluate a boards performance and select directors highlight metrics. To corporate political activities the most common form of ESPP qualifies for favorable tax treatment under Section 423of Internal! +Mx | example, we recognize that topics around taxation and tax reporting are within the domain of,! It is our view, shareholders should be re-elected annually ; classification of company. Favorable tax treatment under Section 423of the Internal Revenue Code we judge to be detrimental to shareholders long-term! Climate change has become a key factor in many companies long-term prospects make initial, customized based! Generally oppose shareholder proposals requesting that implementation of such arrangements require shareholder.... Limits shareholders rights to regularly evaluate a boards diversity in the Invesco proxy. The link provided in the email sent to you for favorable tax treatment under Section 423of the Internal Code...

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