Major policy updates focus on executive share ownership rules, clawback provisions, and board oversight of cyber and climate risk

San Francisco, Limerick, November 16, 2023 – Glass Lewis, a global leader in corporate governance and proxy voting, released its 2024 Proxy Voting Policy Guidelines for the U.S., Canada, UK, Europe, Korea, including guidelines for shareholder proposals and ESG-related issues. The 2024 Voting Policy Guidelines will apply to shareholder meetings held after January 1, 2024. Glass Lewis will publish updates to its Voting Policy Guidelines for additional local markets and its Thematic Policy Guidelines by late December.

The Voting Policy Guidelines outline Glass Lewis’ approach to assessing ballot items at annual general meetings for the upcoming proxy season. To provide market stakeholders with helpful context, Glass Lewis will hold a webinar for North America on December 7, and for Continental Europe and the UK on December 12. To register for the webinars, please visit here. Key 2024 policy updates are outlined below:

U.S. and Canada

  • The guidelines for the U.S. and Canada now include updated policy sections on cyber risk oversight, executive ownership guidelines, and the utility of clawback provisions.
  • Glass Lewis has also enhanced its policy for the U.S. market on material weaknesses in internal controls over financial reporting, and board oversight of environmental and social issues.

Continental Europe and UK

  • For Europe and the UK, Glass Lewis has expanded its policy on cyber risk oversight and noted that companies should adopt minimum share ownership requirements for the duration of an executive’s tenure.
  • The updated guidelines for the UK include clarification on remuneration at financial institutions.

Korea

  • Glass Lewis’ assessment of gender diversity on Korean boards has shifted to a percentage-based approach to reflect new regulations and increasing investor focus on board diversity.
  • The guidelines include an update on undisclosed financial statements to better align with practices and regulations.

Shareholder Proposals and ESG-Related Issues (Global)

  • The guidelines include an update on management proposed ESG resolutions to reflect Glass Lewis’ approach to mandatory proposals in Spain and Switzerland asking shareholders to approve non-financial reporting.
  • Glass Lewis will apply its policy on board accountability for climate-related issues to most large-cap companies and has updated its approach to shareholder proposals to consider engagement between companies and investors.

To enhance its annual global policy review process, Glass Lewis recently conducted a Policy Survey to better understand stakeholder sentiment on timely governance, ESG and stewardship matters. Results from the survey reaffirmed Glass Lewis’ intended approach on updates to its Guidelines in several areas, including cybersecurity, clawback provisions, and executive ownership guidelines, among others. To view Glass Lewis’ 2024 Voting Policy Guidelines, please visit here.

About Glass Lewis

Founded in 2003, Glass Lewis is a leading global provider of independent corporate governance, stewardship, and proxy voting solutions. The firm serves more than 1,300 investment managers and pension funds globally, who use its high-quality corporate governance and ESG research and proxy voting software to carry out their fiduciary duties. Glass Lewis also helps companies understand and implement corporate governance best practices and how investors view them. Headquartered in San Francisco, Glass Lewis has offices in the United States, United Kingdom, Europe, Asia, and Australia. For more information, please visit www.glasslewis.com.

Contacts

Sarah Cohn
+1 646 826 3752
scohn@glasslewis.com

Dimitri Zagoroff
+1 415 694 5165
dzagoroff@glasslewis.com