Among the several instructive US-specific takeaways from State Street Global's recently published Stewardship Activity Report for the first half of 2017 (H1 2017) is this list of factors that informed its voting decisions on shareholder proposals calling for an independent board chair:
- Disclosure in the proxy statement on the role or job description of the Lead Independent Director
- Quality of engagement with company, particularly with the Lead Independent Director, with regards to their role and responsibilities on the board- A company’s commitment to review their disclosure and/or strengthen the Lead Independent Director role in light of its guidance on the issue
- Responsiveness of a company to its previous years' engagement and voting efforts
During H1 2017, SSGA supported 21% of the total of 48 shareholder proposals, abstained on 6%, and voted against 73%.
According to the report, SSGA's support for these proposals has declined due to companies formalizing and strengthening their independent lead director role in response to its prior (February 2016) guidance (reported on in Investors here). However, the report also notes that companies generally fall short of SSGA's expectations as regards their board leadership disclosure, and should do a better job of aligning that disclosure with the lead director's actual duties and responsibilities. Access numerous additional resources on our Institutional Investors, Annual Meeting (including sample Proxy Disclosure), and Board Leadership topical pages.
This post was first reported in last week's Society Alert.