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On Corporate Governance Matters

We endeavor to vote:

  • Against all nom­i­nees to a board of direc­tors unless the board or the slate reflects the gen­der and eth­nic diver­sity of the company’s geo­graphic operations.
  • Against all nom­i­nees when the board of direc­tors does not include a major­ity of inde­pen­dent directors.
  • Against votes for nom­i­nees to the board of direc­tors who serve on more than three other boards.
  • Against pro­pos­als to re-​elect all of a board’s mem­bers annu­ally since this would max­i­mize the power of any­one with enough money to buy over half the shares.
  • Against the appoint­ment of audi­tors who receive fees from the com­pany other than for audit or audit-​related work.
  • Against the removal of clas­si­fied boards and For stag­gered terms on cor­po­rate boards and dif­fer­ent classes of stock with dif­fer­ent amounts of votes. While the oppo­nents of these prac­tices talk about share­holder democ­racy, we believe they are really pro­mot­ing dol­lar democ­racy. And under dol­lar democ­racy it becomes prob­lem­atic for a cor­po­ra­tion to incor­po­rate patience, con­ti­nu­ity or moral­ity into its policies.
  • Against rein­cor­po­ra­tion out­side the US if share­holder rights will be impacted or if the pri­mary rea­son for rein­cor­po­ra­tion is tax avoidance.
  • For increas­ing and empow­er­ing out­side directors