Active Stewardship Engagement Meeting Terms and Conditions

These Active Stewardship Engagement Meeting Terms and Conditions (“Terms and Conditions”) govern all participation in meetings or discussions with the Glass Lewis Stewardship team representing institutional investor clients subscribed to the Glass Lewis Active Stewardship Engagement service. Hereinafter such meetings and discussions will be referred to as “Meetings”, such service will be referred to as “ASE”, and such clients will be referred to as “ASE Clients”. More information regarding ASE can be found in our FAQ.

ACTIVE STEWARDSHIP ENGAGEMENT MEETING TERMS AND CONDITIONS

These Terms and Conditions shall govern any and all Meetings between the Glass Lewis Stewardship Team, on behalf of the ASE Clients, and public companies and/or their representatives (each, a “Participant”) to discuss environmental, social, and governance (“ESG”) issues that have the potential to impact long-term shareholder value and both the ASE Clients’ and Participant(s)’s respective views on the applicable ESG issues. For the avoidance of doubt, these Meetings are separate and apart from Glass Lewis’ Research Engagement meetings, which are governed by their own terms and conditions. Participant’s acceptance of these Terms and Conditions shall be deemed by Participant’s agreement to participate, or Participant’s actual participation, in a Meeting, whichever occurs first.

If Participant is agreeing to and/or participating in a Meeting, and agreeing to these Terms and Conditions, on behalf of a company, Participant represents and warrants that it is an authorized representative of such company and Participant’s acceptance of these Terms and Conditions indicates such company’s consent to be bound hereto. Participant further warrants that it shall make any company that Participant represents, as well as all individuals who will be attending the Meeting on Participant’s or such company’s behalf, aware of these Terms and Conditions, and each party’s respective rights and obligations contained herein, prior to the Meeting. These Terms and Conditions shall supersede any and all prior or contemporaneous understandings, arrangements, or agreements between Glass Lewis and Participant with respect to the subject matter hereof.

1. Participant understands and agrees that the purpose of the Meeting is to discuss one or more ESG issues with Participant on behalf of the ASE Clients.
2. Participant understands and agrees that the Glass Lewis Stewardship team does not provide advisory services to companies, nor is it part of Glass Lewis’s research and vote recommendation services. Accordingly, Participant understands and agrees that no opinion or statement made by any Glass Lewis representative constitutes either advice to Participant, a preview of Glass Lewis’ analysis, or any commitment on Glass Lewis’ part as to what its Research team will say or recommend on any issue.
3. Participant understands and agrees that Glass Lewis Stewardship team does not have access to any information about the potential vote under any ASE Client’s custom proxy voting policies, which Participant understands often differ from Glass Lewis’ policy guidelines.
4. Participant understands and agrees that Glass Lewis will not provide comprehensive concerns any ASE Client may otherwise raise, and that failure to mention an issue during a Meeting has no effect on whether such issue may factor into an ASE Client’s proxy voting decision(s).
5. Participant commits not to share any non-public information, material or otherwise, as part of a Meeting or otherwise.
6. Participant understands and agrees that Glass Lewis and the ASE Clients, or any of their affiliated or related entities, may use or distribute any of Participant’s statements or other information provided as part of, or developed by the ASE Client and/or Glass Lewis in connection with, a Meeting in its stewardship reports, including, without limitation, its periodic ASE reports to ASE Clients (which may be made public or otherwise disseminated by such ASE Clients, including in legal or regulatory filings) or for any other business purpose.
7. Participant agrees that Glass Lewis may communicate with Participant with regard to products or services of, or other commercial matters related to, Glass Lewis or its business partners. This may include email or other communications and may also include solicitations of Participant’s opinion for market research purposes.

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