Management proposals |
1a
|
Elect Director Thomas J. Baltimore
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
|
1b
|
Elect Director John J. Brennan
|
For
|
For
|
1c
|
Elect Director Walter J. Clayton, III
|
For
|
For
|
1d
|
Elect Director Theodore J. Leonsis
|
For
|
For
|
1e
|
Elect Director Deborah P. Majoras
|
For
|
For
|
1f
|
Elect Director Karen L. Parkhill
|
For
|
For
|
1g
|
Elect Director Charles E. Phillips
|
For
|
For
|
1h
|
Elect Director Lynn A. Pike
|
For
|
For
|
1i
|
Elect Director Stephen J. Squeri
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
|
1j
|
Elect Director Daniel L. Vasella
|
For
|
For
|
1k
|
Elect Director Lisa W. Wardell
|
For
|
For
|
1l
|
Elect Director Christopher D. Young
|
For
|
For
|
2
|
Ratify PricewaterhouseCoopers LLP as Auditors
|
For
|
For
|
3
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
4
|
Amend Omnibus Stock Plan
|
For
|
For
|
Shareholder proposals |
5
|
Submit Severance Agreement to Shareholder Vote
|
Against
|
Against
|
6
|
Report on Climate Lobbying
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 Company's Policy on Merchant Category Codes
Vote rationale:
We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments.
Global Voting Guidelines
Shareholder proposals on sustainability
|
Against
|
Against
|