Diversity, Equity and Inclusion

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SEC Extends Review Period for Nasdaq’s Board Diversity Proposal

On the heels of our post of our summary deck yesterday on Nasdaq’s December 2020 Board Diversity Proposal, the SEC announced last night that it needs more time to consider Nasdaq’s proposal and associated comment letters.  With the extension, the SEC has until March 11, 2021 to either approve or disapprove the proposal, or institute proceedings to aid its determination.  
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Nasdaq’s Board Diversity Proposal

The SEC continues to consider and take public comment on Nasdaq’s December 2020 Board Diversity Proposal. That proposal, if approved as written, would require Nasdaq-listed issuers to disclose their board diversity composition annually and eventually have two “diverse” directors on their boards, or explain why not. Limited exceptions would also apply.

There’s been much speculation as to whether the SEC will approve these proposed amendments to Nasdaq’s listing requirements, decline to do so, or propose, at some point in time, its own board diversity disclosure requirements.
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State Street’s 2021 Proxy Voting Agenda

State Street Global Advisors (SSGA) released its eagerly awaited 2021 proxy voting agenda earlier this week and, unsurprisingly, climate change risk and the lack of racial and ethnic diversity are among the investor’s top priorities. In the annual letter from the President and CEO Cyrus Taraporevala (CEO’s Letter), companies are urged to increase their transparency around racial and ethnic diversity.
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Glass Lewis Makes Key Changes to Proxy Voting and ESG Proposal Guidelines – Full Summary

On November 24, 2020, Glass Lewis (GL) released its 2021 Proxy Voting Policy Guidelines for the United States and its 2021 “Environmental, Social and Governance (‘ESG’) Initiatives,” which outlines the firm’s approach to ESG shareholder proposals.  The policies are effective for shareholder meetings held after January 1, 2021.  Feedback on GL’s policies may be submitted using the link at the top of GL’s voting policy guidelines page.
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Glass Lewis Releases 2021 Proxy Voting Guidelines

Glass Lewis (GL) announced yesterday that its 2021 Proxy Voting Policy Guidelines for the United States are now available. In addition, the proxy advisor announced the release of its 2021 “Environmental, Social and Governance (‘ESG’) Initiatives,” which includes the firm’s approach to shareholder proposals.

We are preparing a more fulsome Briefing: Governance blogpost summary.  In the meantime, the following are a few key changes:

  • BOARD GENDER DIVERSITY.   

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ISS Releases 2021 Benchmark Policies Updates

On November 12, 2020, ISS announced the release of its 2021 benchmark policy updates that will apply to shareholder meetings occurring on or after February 1, 2021. The updated policies substantially adopt the policies as ISS proposed in October 2020 relating to (1) racial and ethnic diversity, (2) board oversight of environmental and social risks, including climate risks and (3) exclusive forum provisions, which we previously discussed here.
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ISS Proposes 2021 Benchmark Voting Policy Changes

On October 14, 2020, ISS released its proposed voting policy changes for 2021. The changes for the United States focus mainly in these three areas: (1) racial and ethnic board diversity, (2) board oversight of environmental, climate and social risks and (3) exclusive forum provisions.

ISS requests feedback on the proposed changes. Market participants can submit comments via email to policy@issgovernance.com
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SEC Asset Management Advisory Committee Provides Updates on Diversity and Inclusion Research and Recommendations

On September 16, 2020, the SEC’s Asset Management Advisory Committee, or AMAC, hosted a webcast to further discuss diversity and inclusion issues in the asset management industry initially addressed at its last meeting on July 16, 2020.  AMAC has held these meetings to provide incremental updates on its efforts to prepare and deliver to the SEC final recommendations on improving D&I in the asset management industry.  
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ISS Releases 2020 Benchmark Policy Survey Results

On September 25, 2020, ISS announced the results of its annual Global Benchmark Policy Survey.  ISS, as in prior years, based its results on the survey responses of investors, public company executives, and company advisors. ISS will use these results to inform its policies for shareholder meetings occurring on or after February 1, 2021. ISS plans to request comments on its draft policies scheduled for release in October 2020, and publish its final policies in mid-November 2020.
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SEC Called Upon to Take Action on Diversity & Inclusion in the Asset Management Industry

The SEC’s Asset Management Advisory Committee hosted a meeting on July 16, 2020 to discuss the current state of diversity and inclusion (D&I) in the asset management industry.  SEC Chairman Jay Clayton, SEC Commissioner Elad Roisman and Director of the SEC’s Division of Investment Management Dalia Blass opened the meeting.  Each expressed an interest in understanding why minority- and women-owned firms make up only approximately 1.3% of the total assets under management in the global asset management industry.
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SEC’s Q2 Roundtable Offers Insight to Investor Views

On June 30, 2020, Chairman Jay Clayton moderated a virtual roundtable titled “Q2 Reporting: A Discussion of COVID-19 Related Disclosure Considerations” to solicit views from a small panel of highly experienced and well-informed private investors and asset managers (“Roundtable”).  The Roundtable included the following panelists: Gary Cohn, Former Director of the U.S. National Economic Council; Glenn Hutchins, Chairman of North Island and Co-Founder of Silver Lake; Tracy Maitland, President and CIO of Advent Capital Management; and Barbara Novick, Vice Chair and Co-Founder of BlackRock.
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NYC Comptroller Stringer Reports Progress on Project to Boost Board/CEO Diversity

Last week, New York City Comptroller Stringer announced the progress of the Boardroom Accountability Project 3.0 (Project 3.0) that is designed to foster diversity in the leadership of the companies in which the New York City Retirement Systems (NYCRS) invests. As an actively-engaged investor with sizeable assets under management (NYCRS reports that it had approximately $211.2 billion as of February 2020), NYC Comptroller Stringer notes that prior project campaigns have helped to facilitate the prevalence of important corporate governance matters, such as proxy access and greater board diversity transparency.
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NYC Comptroller Stringer Suggests “Rooney Rule” to Boost More Women and People of Color in Corporate Leadership

The New York City Retirement Systems (NYCRS) continues its effort to foster diversity in the leadership of the companies in which it invests. NYCRS is a collection of pension funds that together have over $200 billion in assets under management, and Comptroller Stringer serves as the investment advisor and custodian/trustee.

Boardroom Accountability Project 3.0

Last week, Comptroller Stringer announced the launch of the latest phase of the NYCRS’ shareholder engagement initiative, Boardroom Accountability Project 3.0. 
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