Management proposals |
1.1
|
Elect Director Herb Allen
|
For
|
For
|
1.2
|
Elect Director Marc Bolland
|
For
|
For
|
1.3
|
Elect Director Ana Botin
|
For
|
For
|
1.4
|
Elect Director Christopher C. Davis
|
For
|
For
|
1.5
|
Elect Director Barry Diller
Vote rationale:
Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings.
Global Voting Guidelines
Time commitment of board members
|
For
|
Against
|
1.6
|
Elect Director Carolyn Everson
|
For
|
For
|
1.7
|
Elect Director Helene D. Gayle
|
For
|
For
|
1.8
|
Elect Director Alexis M. Herman
|
For
|
For
|
1.9
|
Elect Director Maria Elena Lagomasino
|
For
|
For
|
1.10
|
Elect Director Amity Millhiser
|
For
|
For
|
1.11
|
Elect Director James Quincey
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
For
|
Against
|
1.12
|
Elect Director Caroline J. Tsay
|
For
|
For
|
1.13
|
Elect Director David B. Weinberg
|
For
|
For
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
Vote rationale:
The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration.
Global Voting Guidelines
CEO remuneration
|
For
|
Against
|
3
|
Advisory Vote on Say on Pay Frequency
|
One year
|
One year
|
4
|
Ratify Ernst & Young LLP as Auditors
|
For
|
For
|
Shareholder proposals |
5
|
Report on Third-Party Civil Rights Audit
|
Against
|
Against
|
6
|
Issue Transparency Report on Global Public Policy and Political Influence
Vote rationale:
The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation.
Global Voting Guidelines
Corporate sustainability reporting
|
Against
|
For
|
7
|
Report on Congruency of Political Spending with Company Values and Priorities
Vote rationale:
The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation.
Global Voting Guidelines
Corporate sustainability reporting
|
Against
|
For
|
8
|
Require Independent Board Chair
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
Against
|
For
|
9
|
Report on Risk Due to Restrictions on Reproductive Rights
Vote rationale:
The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation.
Global Voting Guidelines
Corporate sustainability reporting
|
Against
|
For
|