The guide was written for asset owners and asset managers with fiduciary responsibilities that include voting the proxy. It includes a set of Proxy Voting Sustainability Principles (Principles, App. A) to help investors address sustainability issues that arise through shareholder resolutions. Investors who adopt Ceres’ Proxy Voting Sustainability Principles will be better positioned to vote consistently and responsibly on these resolutions. Investors can adopt these principles as a policy to guide their proxy voting consultants, or as a supplement to other proxy guidelines. For investors who are developing proxy guidelines for the first time, these Principles can be adopted as part of a comprehensive set of corporate governance guidelines.
This guide provides a list of the most common resolutions, including both sustainability and broader governance related resolutions, filed in recent proxy voting seasons, including percentage voting support that these resolutions received in the 2010 proxy season (Shareholder Resolutions Examples, App. B). The resolutions are categorized so that investors can determine whether their existing proxy voting guidelines are sufficiently specific to create consistent voting outcomes on these resolutions. The list of common resolutions can also be used as a checklist for investors who want to ensure that their existing or new proxy guidelines will comprehensively cover sustainability and governance issues that arise in the future. The vote percentages achieved in the 2010 season on particular sustainability resolutions suggest trends for particular resolutions in upcoming proxy seasons.
Lastly, and perhaps most importantly, this guide includes more than 75 leading examples of proxy guidelines that asset owners and asset managers can consider as they re-visit their own guidelines and policies. The sample language, from public pension funds, asset managers, socially responsible investment funds, labor unions and foundations, cover key sustainability topics such as climate change, water availability, broad environmental risks, ESG-driven executive compensation and board of director governance (Proxy Guideline Examples, App. C).