Voting guidelines

NBIM’s voting guidelines address proposals from the board as well as from shareholders. The guidelines aim to cover voting worldwide and pursue consistency in voting. When exercising its voting rights, NBIM will seek to avoid micromanagement and support of special interests. Meeting agendas regarding both board and shareholder proposals are reviewed and analysed on a case-by-case basis. We will take into account local governance codes, market practises, and sector and company specific factors, in considering whether the proposal benefits shareholder value when deciding how to vote.

NBIM recognises that there may be company specific factors related to the guidelines laid out in this document. These factors may at times be of such a nature and relevance that they will override the general guidelines described below. The objective is always to to vote in a way that benefits the long-term shareholder value for our portfolios.

1. General

NBIM will support:

1.1 the approval of routine matters such as receiving financial statements and other reports from the board, and the discharge of the board of directors. Norges Bank may however vote against any of these items if discrepancies are evidenced,

1.2 the election of auditors and statutory auditors, unless serious concerns about the accounts or audit procedures are raised, the auditors are being changed without explanation, non-audit fees are excessive and represent a potential conflict of interest or where the auditors’ independence is questionable,

1.3 resolutions seeking increased transparency and availability of timely and relevant information provided the subject is material to the company, and such disclosure will benefit shareholders.

NBIM will not support:

1.4 proposals if the information disclosed is not sufficient to make an informed decision.

2. Shareholder’s right to vote

NBIM will support:

2.1 proposals to abolish multiple share classes with disparate voting rights or voting caps based on the general principle of «oneshare – one vote»,

2.2 proposals to de-bundle all agenda items, so that shareholders can make individual voting decisions on all items,

2.3 annual election of all directors of the board in separated agenda items,

2.4 proposals to allow shareholders to propose binding resolutions for the general meeting, including proposals on changes in the company’s articles of association,

2.5 proposals to allow shareholders to request a general meeting to be called, given an appropriate threshold of ownership.

NBIM will not support:

2.6 the creation of multiple share classes with disparate voting rights or the introduction of cap on voting rights.

3. Board of Directors

NBIM will support:

3.1 boards that are accountable and that demonstrate a commitment to creating shareholder value,

3.2 proposals to ensure a sufficiently independent chairman,

3.3 a board with at least a simple majority of members independent from management, major owners and related third parties. When a board’s key committees (i.e. compensation, nominating and audit) exist they should be fully independent,

3.4 proposals requiring directors to own a meaningful number of company shares to better align the interests of directors with those of shareholders.

NBIM will not support:

3.5 directors that fail to act on requests from shareholders, where these requests have received significant shareholder support,

3.6 chairmen who are also the CEO of the same company.

4. Anti-takeover measures

NBIM will support:

4.1 the abolishment of anti-takeover measures and proposals that would require shareholder approval to adopt or amend antitakeover measures.

NBIM will not support:

4.2 the introduction of anti-takeover measures, such as poison pills,excess capital authorisations, classified boards, super voting shares, supermajority vote requirements and golden shares where power is transferred from shareholders to management,

4.3 re-election of directors responsible for implementing, or renewing, anti-takeover measures without putting it forward to the general meeting.

5. Capital structure and corporate transactions

NBIM will support:

5.1 board proposals pursuing an appropriate capital structure in linewith the stated strategy,

5.2 the proposed allocation of income including dividends unless the payout policy and ratio is inconsistent with the company’s financial position and strategy or with other reasonable investorexpectations,

5.3 acquisitions and corporate transactions based on whether the transaction is expected to produce positive shareholder returns in the long term.

NBIM will not support:

5.4 capital changes or authorisations with the effect of discriminating shareholders over voting rights or facilitating takeover defences,

5.5 capital increases when the issuance, either individually or when aggregated with other planned equity issuances, substantially dilutes the existing equity. 

6. Executive remuneration

NBIM will support:

6.1 remuneration plans that are effective in aligning management interests with long term shareholder value creation,

6.2 remuneration plans that are appropriate to attract, retain and give incentive to perform in line with shareholders’ interests,

6.3 variable pay components triggered by targets that are stretching and based upon an appropriate balance of metrics that reflect long term value creation for the company and its shareholders,

6.4 equity-related incentives as a way to align executives’ and shareholders’ interests.

NBIM will not support:

6.5 plans that may result in excessive dilution to other shareholders,are unnecessarily costly or where their size or structure create undesirable and unintended effects,

6.6 stock option programs that permit grants of stock options with an exercise price below fair market value on the date the options are granted, programs that allow repricing, as well as other plansor programs where the risk element is not properly accounted for,

6.7 proposals where insufficient information on total costs, metrics and risks on whether the plan will reward superior future performance is provided,

6.8 re-election of remuneration committee members, or any director responsible for remuneration in those markets where a remuneration committee does not exist, if NBIM deems the proposed remuneration policy to be unsatisfactory,

6.9 proposals to implement future shareholder vote on remuneration issues («say on pay»).

7. Disclosure on social and environmental issues

NBIM will support:

7.1 proposals that request reasonable disclosure of the company's policies, operations and products with respect to social and environmental issues, including the release of greenhouse gases and water footprint when the current information publicly available is insufficient and such disclosure will benefit shareholders,

7.2 proposals that request the company to perform and disclose a social or environmental impact assessment of specific projects or operations when the current information publicly available is insufficient and such disclosure will benefit shareholders,

7.3 proposals that request the company to report on political contributions when the current public disclosure is insufficient and such disclosure will benefit shareholders.

NBIM will not support:

7.4 proposals that do not address an issue in a way that we consider efficient or beneficial to shareholders, or when the current level of disclosure is considered satisfactory.

8. Human rights and labour standards

NBIM will support:

8.1 proposals that request adoption or implementation of a codeof conduct based on human rights and international labour standards covering a company’s operations and supply chain,

8.2 proposals that require adoption of a policy or reporting on efforts to promote activities against discrimination by gender, religion, sexual orientation, etc, when the actions suggested in the proposals are considered to be reasonable with regard to what the company can be held accountable for and will benefit shareholders.