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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Davis Polk Client Memo: Environment and Climate Change under the Biden Administration

This deck provides our current views on the likely key areas of focus under a Biden presidency and a Republican Senate on environmental and climate change policy. A Biden Administration and a split Congress will most likely be limited to executive actions, regulation and enforcement.

Read the full memo here.
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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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World Economic Forum’s Climate Governance Initiative – Climate Governance on Corporate Boards

As market players begin to pay greater attention to the impacts of climate change on businesses, many international organizations are publishing an array of frameworks, principles and guidelines to help companies and boards who wish to incorporate climate risk into their decision-making.

Among the most prominent, the World Economic Forum has established a Climate Governance Initiative and published a related set of eight guiding principles (Climate Governance Principles) to help foster effective climate governance on corporate boards.
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ISS Releases 2021 U.S. Proxy Voting Guidelines Today and other Upcoming Key Dates for ISS and Glass Lewis

ISS and Glass Lewis (GL) have publicly shared some key upcoming dates for the 2021 proxy season. Below is a list of dates the firms have provided and, based on the most recent year(s), our estimated release dates for other frequently-used proxy advisor publications. Unless specified otherwise, the updated policies listed below will be posted on the ISS website or GL website.
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Davis Polk Client Memo: Financial Services Regulatory Reform in the Biden Administration – Key Areas of Focus

This deck describes our view of the road ahead for financial regulatory reform under a Biden Presidency and a Republican Senate.  We see most of the action coming from the regulators, not Congress.  If the Senate ultimately turns Democratic, that view may change and we will update this deck.

Read the full memo here.
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TCFD Releases Third Status Report on the Adoption of Its Climate-Related Disclosure Recommendations

Yesterday, the FSB’s Task Force on Climate-related Financial Disclosures, commonly referred to as the TCFD, issued its third status report describing companies’ progress in aligning with the TCFD recommendations. While the TCFD has observed great momentum in the global adoption and support of its recommendations since its last status report in June 2019, it states progress is still needed.
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G&A Finds Sustainability Reporting Increases for Russell 1000 Companies

On October 26, 2020, the Governance & Accountability Institute, Inc., or G&A, released a report on the sustainability reporting trends by Russell 1000 companies. The G&A report presents the Russell 1000 companies’ rate of (1) non-reporting on a sector basis; (2) utilizing, referencing or aligning selected standards or sustainability goals; (3) responding to a selected climate-related questionnaire; and (4) utilizing external assurances.
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ISS Releases Preliminary FAQs on U.S. Compensation Policies and the COVID-19 Pandemic

On October 15, 2020, ISS released a series of preliminary FAQs on its approach to analyzing pay decisions relating to the COVID-19 pandemic. These FAQs provide general guidance on how ISS Research may approach COVID-related pay decisions in the context of ISS’ pay-for-performance qualitative evaluation. ISS makes clear that the responses to the FAQs should not be construed as a guarantee as to how ISS will consider any particular situation.
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