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International Business Machines Corporation

Ticker: IBM

Møtedato: 26.04.2022

Møtetype: Annual

Forslag Ledelsens anbefalning Stemme
Management proposals
1a Forslag Elect Director Thomas Buberl Ledelsens anbefalning For Stemme For
1b Forslag Elect Director David N. Farr Ledelsens anbefalning For Stemme For
1c Forslag Elect Director Alex Gorsky Ledelsens anbefalning For Stemme For
1d Forslag Elect Director Michelle J. Howard Ledelsens anbefalning For Stemme For
1e Forslag Elect Director Arvind Krishna 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 Deling av rollene som styreleder og administrerende direktør Ledelsens anbefalning For Stemme Against
1f Forslag Elect Director Andrew N. Liveris 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 Styremedlemmers tidsbruk Ledelsens anbefalning For Stemme Against
1g Forslag Elect Director Frederick William McNabb, III Ledelsens anbefalning For Stemme For
1h Forslag Elect Director Martha E. Pollack Ledelsens anbefalning For Stemme For
1i Forslag Elect Director Joseph R. Swedish Ledelsens anbefalning For Stemme For
1j Forslag Elect Director Peter R. Voser Ledelsens anbefalning For Stemme For
1k Forslag Elect Director Frederick H. Waddell Ledelsens anbefalning For Stemme For
1l Forslag Elect Director Alfred W. Zollar Ledelsens anbefalning For Stemme For
2 Forslag Ratify PricewaterhouseCoopers LLP as Auditors Ledelsens anbefalning For Stemme For
3 Forslag 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 Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Against
Shareholder proposals
4 Forslag Reduce Ownership Threshold for Shareholders to Call Special Meeting Ledelsens anbefalning Against Stemme Against
5 Forslag 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 Deling av rollene som styreleder og administrerende direktør Ledelsens anbefalning Against Stemme For
6 Forslag Report on Concealment Clauses 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 Selskapers bærekraftrapportering Ledelsens anbefalning Against Stemme For

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

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