Policy Guidelines Updated: United States, Canada, Shareholder Initiatives
Glass Lewis’ Policy Guidelines provide an overview of our approach to governance and proxy research. In developing our policies, we consider a diverse range of perspectives and inputs, with ongoing analysis of regulatory developments, academic research and evolving market practices as a starting point. We incorporate insights gained from discussions with institutional investors, trade groups and other market participants, as well as meetings of the Glass Lewis Research Advisory Council. Further, our engagement meetings with over 1,000 public companies each year help shape our guidelines by adding essential market- and industry-specific context.
Among other updates, the 2018 Guidelines:
- Feature increased discussion of board gender diversity in our reports, including a phased policy that will see nomination committee chairs targeted with against/withhold recommendations if boards do not include a female director, or provide a cogent explanation for their absence, by 2019;
- Set out our phased policy on virtual-only meetings, which from 2019 will hold governance committees accountable if shareholders are not offered the same rights and opportunities to participate as at a physical meeting;
- Address the emergence of proxy access in international markets, including Canada, and explain our rationale for approaching such proposals in the context of the regulatory landscape;
- Harmonize our approach in areas such as board responsiveness and dual-class share structures, including within the context of recent IPOs and spin-offs; and
- Clarify our methodologies, including for our pay-for-performance (P4P) grades and treatment of outside commitments for NEOs, and on shareholder proposals relating to climate change and proxy access.
We believe in transparent, aligned and well-governed markets in service of our purpose to empower clients seeking to maximize long-term shareholder value. As such, investor clients and non-clients, issuers and other stakeholders are invited to comment on these updates, as well as any aspect of the Policy Guidelines, at any time throughout the year. Your feedback will be taken into consideration as we continue to evaluate our guidelines on an ongoing basis and formally update them annually.
Access Glass Lewis Guidelines
© 2018 Glass, Lewis & Co., and/or its affiliates. All Rights Reserved.
This blog is for informational purposes only and is updated periodically to keep Glass Lewis' clients and other interested parties informed of current corporate governance developments and regulatory trends. The information contained herein should not be construed as legal or investment advice. Glass Lewis analyzes issues it believes may be of interest to its subscribers and makes recommendations as to how Glass Lewis believes institutional shareholders should approach such issues. While Glass Lewis may mention certain companies in its blog postings, Glass Lewis never comments on the investment merits of the securities issued by the subject companies. Therefore, none of the information posted through this blog should be construed as a recommendation to invest in, purchase, or sell any securities or other property. All recommendations stated herein must be construed solely as statements of opinion, and not as statements of fact, and may be revised based on additional information or any other reason at any time.
The information contained in each blog posting is based on publicly available information. While Glass Lewis exercises reasonable care to ensure that all information included in this blog is accurate and is obtained from sources believed to be reliable, no representations or warranties express or implied, are made as to the accuracy or completeness of any information included herein. In addition, Glass Lewis shall not be liable for any losses or damages arising from or in connection with the information contained herein or the use or inability to use any such information.
Glass Lewis expects readers of its blog possess sufficient experience and knowledge to make their own decisions entirely independent of any information contained in Glass Lewis’ blog postings. Subscribers are ultimately and solely responsible for making their own decisions. This blog is intended to serve as a complementary source of information and analysis for subscribers in making their own decisions and therefore should not be relied on by subscribers as the sole determinant in making decisions.