The Goldman Sachs Group, Inc.

Ticker: GS
Meeting date: 30/04/2020
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1a Elect Director M. Michele Burns For For
1b Elect Director Drew G. Faust For For
1c Elect Director Mark A. Flaherty For For
1d Elect Director Ellen J. Kullman For For
1e Elect Director Lakshmi N. Mittal For For
1f Elect Director Adebayo O. Ogunlesi For For
1g Elect Director Peter Oppenheimer For For
1h Elect Director David M. Solomon 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
1i Elect Director Jan E. Tighe For For
1j Elect Director David A. Viniar For For
1k Elect Director Mark O. Winkelman 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 Ratify PricewaterhouseCoopers LLP as Auditors For For
Shareholder proposals
4 Provide Right to Act by Written Consent Vote rationale: Shareholders should in certain circumstances have the opportunity to raise issues of material importance without having to wait for management to schedule a meeting. All proposals subject to shareholder approval should be presented as individual items, and the vote tally should be published. Global Voting Guidelines Against For
5 Review of Statement on the Purpose of a Corporation Against Against

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