The Investor Stewardship Group, Inc., is a Delaware nonprofit, nonstock corporation. It is an IRS Section 501(c) (6) entity. Its governance documents are included below.
Section 1.01. Name. The name of the corporation is The Investor Stewardship Group, Inc. (the “Corporation”).
Section 1.02. Address. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company. The location of the Corporation’s registered office in the State of Delaware, and the name of its registered agent at such address, may be changed from time to time in accordance with Delaware law. The principal office of the Corporation is c/o John L. Weinberg Center for Corporate Governance, University of Delaware, Alfred Lerner Hall, Suite 103, 20 Orchard Road Newark, DE 19716, or such other place or places as the Board of Directors may from time to time establish.
Section 2.01. Conditions of Membership. The Members shall be any legal entity that meets the conditions of membership set forth from time to time by the Board of Directors and is approved for membership for Members by the Board of Directors in its sole discretion.
Section 2.02. Member Delegates. Each Member shall designate as its representative a director, officer or employee of such Member (such representative, the “Member Delegate”) in writing who shall represent the Member for purposes of notice, voting and otherwise acting on behalf of the Member. Each Member’s Member Delegate may be changed from time to time upon written notice by the Member Delegate or an executive officer of the Member to the Secretary of the Corporation, and such change shall become effective upon receipt of the notice by the Secretary (or such later date as specified in the notice).
Section 2.03. No Other Members. Notwithstanding any reference to any other entities or persons as “members,” “signatories,” “endorsers” or any other similar designation in respect of the Corporation, or participation by such entities or persons on any Advisory Councils of the Corporation, the only members of the Corporation for purposes of the applicable provisions of the Delaware General Corporation Law shall be the Members as provided in the Certificate of Incorporation or these Bylaws.
Section 2.04. Termination of Membership. Any Member may be expelled from the membership of the Corporation for failure to comply with the terms, conditions and/or qualifications of membership, as determined by the Board of Directors from time to time, including without limitation failure to adhere to the Corporation’s Guardrail Principles, upon the vote of a majority of the Board of Directors present at a meeting at which a quorum is present.
Section 2.05. Meetings of Members; Action by Written Consent.
Section 2.06. Notice of Meetings of Members. The Chairperson or the Secretary shall cause notice of each meeting of Members to be given in writing to each Member entitled to vote thereat as of the date of such notice: (i) by electronic transmission or (ii) by first class mail, postage prepaid, to such Member’s postal address as shown on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the date of such meeting, except where a different notice period is required by applicable law. Such notice shall specify (i) the date, time and place, if any, of such meeting, (ii) the means of remote communications, if any, by which Members may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called and (iv) such other information as may be required by applicable law or as may be deemed appropriate by the Board of Directors.
Section 2.07. Quorum; Vote. The presence at any meeting of a majority of the Members entitled to vote thereat shall be necessary and sufficient to constitute a quorum for the transaction of business. Each Member shall have one vote for each matter submitted to a vote. All questions and matters submitted to Members shall, unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws of the Corporation, be determined by the vote of a majority of the Members entitled to vote, present in person or by proxy at any meeting.
Section 2.08. Waiver of Notice. A waiver of notice of meeting by a Member provided to the Corporation in writing or by electronic transmission, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a Member at a meeting is a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Section 3.01. General Powers. Except as may otherwise be provided by law or by the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of its governing body. The governing body shall be known as the “Board of Directors,” and individual members thereof shall be known as “directors.” The Board of Directors shall have the authority to govern and manage the affairs of the Corporation in accordance with the purposes and principles as set forth in the Certificate of Incorporation and these Bylaws. The directors shall act only as a Board of Directors, and the individual directors shall have no power as such.
Section 3.02. Composition and Size of the Board of Directors. The number of directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors. The initial composition of the Board of Directors shall be the composition of the Steering Committee of the predecessor Investor Stewardship Group association as constituted prior to formation of the Corporation. The composition of the Board of Directors shall otherwise be as determined by the Board of Directors, including such other directors as the Board of Directors may appoint from time to time. Directors will hold office until such director’s death, resignation or removal.
Section 3.03. Meetings of the Board of Directors. The Board of Directors may hold meetings in such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting.
Section 3.04. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total number of directors authorized at the time of such vote shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.05. Presence by Telephonic Communications. Members of the Board of Directors may participate in any meeting of the Board of Directors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.
Section 3.06. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 3.07. Vacancies and Newly Created Directorships. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 3.08. Removal and Resignation of Directors. Any director may be removed from office at any time with or without cause by the affirmative vote of at least a majority of the Members. Any director may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Secretary of the Corporation, and such resignation shall be deemed effective thirty (30) days after receipt unless otherwise provided in such notice. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors or by the officer, if any, who appointed the person formerly holding such office.
Section 4.01. Officers. The officers of the Corporation shall include a Chairperson, a Secretary and a Treasurer. The Board of Directors from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any number of offices may be held by the same person.
Section 4.02. Election of Officers. The Chairperson, Secretary and Treasurer shall be elected by the Board of Directors to serve for a one (1) year term. Any officer may hold any number of successive terms. Each officer shall hold office until his or her successor shall have been elected or appointed and qualified, or until such officer’s earlier death, resignation or removal.
Section 4.03. Removal and Resignation of Officers; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer granted the power to appoint subordinate officers and agents may remove any subordinate officer or agent appointed by such officer, with or without cause. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Secretary of the Corporation, and such resignation shall be deemed effective thirty (30) days after receipt. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors or by the officer, if any, who appointed the person formerly holding such office.
Section 4.04. Authority and Duties of Officers; Conflicts of Interest. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, and in any event each officer shall exercise such powers and perform such duties as may be required by law.
Section 4.05. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors and have general control and supervision of the affairs and operations of the Corporation, subject to the control of the Board of Directors. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation which have been authorized by the Board of Directors.
Section 4.06. Secretary. The Secretary shall have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the Chairperson. Without limiting the foregoing, the Secretary shall act as secretary of all meetings of Members, the Board of Directors and any committee of the Board of Directors, and the Secretary shall keep a true record of all such meetings in books provided for that purpose. He or she shall keep a register of the membership of the Corporation with the date of admission to membership of the Corporation and the place of residence of each Member. The Secretary shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law.
Section 4.07. Treasurer. The Treasurer shall have all powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the Chairperson. Without limiting the foregoing, the Treasurer shall be the chief financial officer of the Corporation and shall have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation.
Section 5.01. Designation of Committees. The Board of Directors may designate one or more committees of the Board of Directors. Each committee shall consist of such number of directors as from time to time may be fixed by the Board of Directors. Each committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent permitted by law and delegated to such committee by resolution of the Board of Directors.
Section 5.02. Committee Procedures. At any meeting of any committee of the Board of Directors, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business, unless (a) such committee has only one or two members, in which case a quorum shall be one member or (b) a greater quorum is established by the Board of Directors. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report to the Board of Directors when required. The Board of Directors may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these Bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these Bylaws or rules and regulations adopted by the Board of Directors.
Section 5.03. Vacancies on Committees. If a vacancy occurs in any committee of the Board of Directors for any reason the remaining members of the committee may continue to act if a quorum is present. A committee vacancy may be filled by the remaining members of the committee.
Section 6.01. Advisory Councils. The Board of Directors may designate or disband one or more advisory councils which shall be authorized to act in an advisory capacity to the Board of Directors or any committee thereof. Each advisory council shall consist of such number as from time to time may be fixed by the Board of Directors. Participants in any advisory council may, but need not, be directors of the Corporation. No advisory council, and no individual member of any advisory council, as such, shall have the power and authority to take action by or in the name of the Corporation. The Board of Directors may in its sole discretion form the following advisory committee or others:
Section 7.01. Indemnification.
Section 7.02. Mandatory Advancement of Expenses. To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, except to the extent specifically required by applicable law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Bylaw or otherwise.
Section 7.03. Claims.
Section 7.04. Contract Rights; Amendment and Repeal; Non-exclusivity of Rights.
Section 7.05. Insurance, Other Indemnification and Advancement of Expenses.
Section 7.06. Definitions. For purposes of these Bylaws:
Section 7.07. Notice. Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.
Section 7.08. Severability. If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
Section 8.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the address as provided in the Certificate of Incorporation.
Section 8.02. Other Offices. The Corporation may maintain offices at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine.
Section 9.01. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c))(6) of the Internal Revenue Code of 1986, as amended.
Section 9.02. Execution of Instruments. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the Board of Directors or any officer of the Corporation authorized by the Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument for, in the name and on behalf of the Corporation.
Section 9.03. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors; provided, however, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year shall be the calendar year.
Section 9.04. Deposits. All monies received by the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories that are insured by the Federal Deposit Insurance Corporation as the Board of Directors may select.
Section 9.05. Payments. All checks, drafts, notes or other orders for payment of money or other evidence of indebtedness issued in the name of the Corporation may be signed by one of the following: the Chairperson, the Treasurer or the Board of Directors’ authorized designee.
Section 9.06. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.
Section 9.07. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.
Section 10.01. Amendments. Unless otherwise provided in the Certificate of Incorporation, these Bylaws may be amended, altered or repealed by the Board of Directors or by the affirmative vote of a majority of the Members entitled to vote generally in the election of directors. No amendment, alteration, change or repeal of these Bylaws shall be effected which will result in the denial of tax-exempt status to the Corporation under section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
Download PDFDirectors are expected to serve to the best of their abilities and to fully comply with their fiduciary duties. The directors shall be entitled to have ISG purchase reasonable directors’ and officers’ liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and ISG’s charter and bylaws, and to exculpation as provided by state law and ISG’s charter.
They are expected to attend meetings of the board of directors (the “Board”) and meetings of any committee on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. The Board, as a whole, is expected to meet at least once annually.
If (1) any Director does not attend three Board meetings in a one-year period, or (2) any Director’s principal occupation or business association changes substantially from the position he or she held when originally appointed to the Board (including without limitation a Director changing his or her position with an affiliated ISG fund member or ceasing to be so affiliated), he or she will be required to submit his or her resignation to the Board, which may accept or decline such resignation in its discretion.
The Chairperson of the Board (the “Chairperson”) will establish the agenda for each Board meeting. At the beginning of the year the Chairperson will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
As provided in the Bylaws, standing or temporary committees of the Board may be appointed from time to time.
The Board will initially have a Nominating Committee. The chairperson of the Nominating Committee will be nominated by the Chairperson and approved by a majority vote of the Board to serve a one (1)- year term of office. There is no limit as to how many times a director may serve as the chairperson of any committee of the Board.
The chairperson of any committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The chairperson of each committee, in consultation with the appropriate members of the committee, will develop the committee’s agenda. All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose if the minutes are maintained in paper form and shall be maintained in the electronic files if the minutes are maintained in electronic form. The committees shall report the same to the Board at its next meeting.
As provided in the Bylaws, standing or temporary advisory councils may be appointed from time to time with such membership as the Board determines appropriate.
ISG will initially have a Marketing and Communications Advisory Council and a Governance Advisory Council. The chairperson of any Advisory Council will be determined by a majority vote of such Advisory Council to serve a one (1)-year term of office. There is no limit as to how many times a person may serve as the chairperson of any Advisory Council.
Background.
The ISG Framework, which includes the Corporate Governance Principles and the Stewardship Principles, was developed over a two-year period by the founding signatory and endorser members. With regard to the Corporate Governance Principles, it represents the foundational set of investor expectations about corporate governance practices in U.S. publicly listed companies. Collectively, the members of ISG are supportive of the Framework, though individual members may differ on specific standards as outlined in their public-facing voting policies and guidelines.
It is anticipated that amendments to the Framework will not occur on a frequent basis and will only occur when there is a consensus that the individual guidelines and principles of the ISG membership base, broadly, contain information that would set a new foundational view with respect to a particular issue.
Process for Proposing an Amendment to the ISG Corporate Governance Principles or Stewardship Principles.
Any ISG member may submit a proposal to amend the Corporate Governance Principles or Stewardship Principles if it is of the view that the ISG membership base has already broadly adopted the practice, policy or principle and that therefore, it is appropriate to consider amending the ISG Principles. The proposal should be submitted to the ISG Governance Advisory Council by sending an email with the proposal to info@isgframework.org.
The window for ISG members to propose amendments is open from Jan. 1 to Feb. 28 of each calendar year beginning in 2019.
When submitting a proposed amendment, the member should include the following with the proposed text:
Any of the Governance Advisory Council and Board may edit the language of any proposed amendment to ensure the principle is broadly applicable prior to submitting the proposed amendment to ISG’s members for consideration.
Process to be Employed by the ISG Governance Advisory Council in Considering Proposed Amendments.
The ISG Governance Advisory Council will meet to discuss any proposed amendments and make recommendations to the Board. Factors to be considered in such recommendation include, but are not limited to:
Recommendations to amend the ISG Corporate Governance Principles or Stewardship Principles will not be forwarded to the Board without the approval and recommendation of the Governance Advisory Council.
Process to be Employed by the Board in Considering Proposed Amendments Recommended by the Governance Advisory Council.
The Board will evaluate any amendments submitted by an ISG member and recommended by the Governance Advisory Council. Any proposed amendments will require the support of a majority of the Board to proceed. The Board has final approval as to whether or not a proposed amendment is both appropriate and timely for consideration by the full ISG membership (both signatory and endorser members in good standing).
After participation in one or more Advisory Councils of ISG for at least one year, members may submit nominations for directors (including self-nominations) to the Nominating Committee. The Nominating Committee will review such nominations and make a recommendation to the Board.
In considering nominations, the Nominating Committee will consider the current size and composition of the Board, the nominee’s participation in ISG, and such other matters as the Nominating Committee determine to be appropriate. The Nominating Committee may adopt procedures for consideration of nominees as it determines to be appropriate, including a request that nominees complete a questionnaire prior to consideration.
The Governance Advisory Council will review these Corporate Governance Guidelines periodically and recommend changes when appropriate. Any amendment to or repeal of these Corporate Governance Guidelines may be made at any meeting of the Board or by written consent of the directors.
Download PDFAcceptance of these Guardrail Principles, as they may be amended from time to time, (the “Guardrails”) is a condition to membership, and adherence to them is a requirement of continued membership. Failure to adhere to these Guardrails, will result in termination of membership.
The purpose of ISG is to establish a framework of basic standards of investment stewardship for the U.S. market with respect to institutional investors, as well as a voluntary illustrative framework of basic standards of corporate governance that could be generally applicable to U.S. public companies, including those in which ISG members are or may become invested.
ISG is not, however, a forum to enable or facilitate decision-making, coordination, campaigns or individual or collective engagement among its members with respect to particular public companies, industries or investment strategies, or with respect to its members’ business (or other) activities beyond participation in ISG. While ISG may occasionally express its views as an organization on governance and stewardship principles generally relevant to the U.S. market, ISG will not purport to speak on behalf of individual members with respect to governance or stewardship issues or with respect to individual companies.
Consistent with ISG’s scope and purpose, and in order to comply with U.S. securities and other laws, ISG members, as a condition of membership, must accept and adhere to the following principles governing their actions (i) on behalf of ISG as ISG members or with respect to any particular titles, roles or organizational positions they may have in ISG, (ii) at or in connection with ISG board or committee activities, meetings, conferences or other ISG-related events, and (iii) otherwise in connection with or relating to ISG or ISG initiatives, publications or activities.
However, except for the principles set forth below, these Guardrails are not intended to apply to the regular stewardship activities or investment decisions of ISG members in their professional individual capacities as institutional investors insofar as such activities are outside the context of (i), (ii) and (iii) above.
ISG and each ISG member expect individual ISG members to comply with applicable laws or regulations (and their internal firm policies, procedures, guidelines and practices as applicable) and to rely upon their in-house legal and compliance departments (supplemented with their own external counsel as appropriate) to enable such compliance.
It is ISG’s present intention to continue to grow its membership base and to continue to develop, and encourage implementation of, its frameworks for stewardship and corporate governance. To this end, without limiting the foregoing principles in Part I, including those described under “No misuse of ISG,” ISG members in good standing may use ISG’s name and logo in their respective marketing materials (including websites) solely for purposes of indicating their membership in ISG and support for ISG’s existing framework(s) and are expected to notify ISG of such usage and provide such marketing materials to ISG. In this regard, members may publicly indicate that the member entity is an ISG member and that such entity supports ISG’s existing framework(s) in its capacity as an individual investor or asset manager, as applicable.
ISG’s name and logo may only be used in accordance with the foregoing guidelines and may not be used in any other manner. ISG is the sole and exclusive owner of its name and logo, and may at any time modify its policy with respect to use of its name and logo and may at any time request that a member cease any such usage. Members will also provide ISG with copies of any materials using ISG’s name or logo upon request from ISG.
Members agree and acknowledge that ISG may use members’ names and logos in ISG marketing materials (including its website) for purposes of indicating such entity is a member of ISG (including, as a member, such entity’s support for ISG’s existing framework(s)).
These Guardrails may be amended from time to time by the Board of Directors at any meeting of the Board of Directors or by written consent. When any amendment to the Guardrails is approved by the Board of Directors, notice of the amendment will be provided to all ISG members. Each member is expected to continue to abide by the Guardrails (taking into effect any amendments) as a continuing condition of membership, unless any member determines to withdraw its membership by notifying ISG’s secretary or the Nominating Committee of the Board of Directors in writing.
Footnotes
[1] “Securities” for purposes of these Principles include rights to acquire securities and economic interests in securities (e.g., derivative positions).
[2] Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that “when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a ‘person’ for the purposes of this subsection.”
[3] “Solicitation” has the meaning given to it in Rule 14a-1 under the Exchange Act, including for purposes of these Principles any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act.
Download PDFThe Nominating (the “Committee”) is appointed by the Board of Directors (the “Board”) of The Investor Stewardship Group, Inc. (“ISG”) (1) to make recommendations to the Board with respect to nominations for directors submitted by members; (2) to serve as a liaison between the Governance Advisory Council and the Board in matters relating to the internal governance of ISG; and (3) to recommend to the Board the criteria for membership to ISG.
The size of the Committee shall be determined by the Board in its sole discretion.
The members of the Committee shall be appointed annually by the Board and will serve at the Board’s discretion. Committee members may be removed from the Committee by the Board at any time, with or without cause and any vacancies will be filled through appointment by the Board.
The Board shall appoint one member of the Committee as its Chairperson.
The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.
The Governance Advisory Council (“Council”) will assist and provide advice or recommendations to The Investor Stewardship Group, Inc. (“ISG”) Nominating Committee of the Board of Directors (the “Nominating Committee”) and the Board of Directors in fulfilling its responsibilities relating to developing and updating governance structure, policies and practices and such other matters as are set out in this Charter or as may otherwise be assigned to the Council by the Nominating Committee or the Board of Directors.
The Council is responsible for making recommendations to the Nominating Committee and the Board of Directors with regard to the following:
Membership Expectations
Members of the Council are expected to dedicate sufficient resources to the Council to ensure the functioning of the ISG. By joining a Council meeting, an individual is representing that they have the ability to speak and vote on behalf of their organization on matters that regularly arise during the meeting, consistent with the responsibilities laid out in this Charter.
Becoming a Member
Any member who wants to become a member of the Council may do so by providing notification of their desire to join the Council to the academic center that works with ISG.
Resigning Membership
Any member of the Council may resign their membership on the Council by providing notification to the academic center that works with ISG or by failure to attend three (3) Council meetings in a one-year period.
Chairperson
The Chairperson of the Council will be annually appointed by a majority vote of the Council members present at the meeting in which the appointment is to be made.
Meetings
The Council will meet as frequently as it determines is necessary to carry out its responsibilities. The Chairperson will schedule regular meetings; additional meetings may be held at the request of two or more members of the Council.
The smaller of five (5) or a majority of the members of the Council will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Council present at the time of such vote will be required to approve any action of the Council.
Members of the Council may participate in a meeting of the Council by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Council. Such written consent shall have the same force as a unanimous vote of the Council.
Council members may raise any subjects that are not set on the agenda by the Chairperson.
The Council will, on a periodic basis, review the size and composition of the Board of Directors and Nominating Committee with a view to maintaining a Board of Directors and Nominating Committee that assures effective functioning and decision-making on behalf of ISG. The Governance Council may propose changes to ISG’s Corporate Governance Guidelines for consideration by the Board of Directors.
The Council will, on a periodic basis, review the composition and mandate of each Council, and recommend to the Nominating Committee any changes it considers necessary or desirable with respect to the structure of such, including:
The Marketing and Communications Advisory Council (“Council”) will assist and provide advice or recommendations to The Investor Stewardship Group, Inc. (“ISG”) Board of Directors in fulfilling its responsibilities relating to marketing and communications policies and practices and such other matters as are set out in this Charter or as may otherwise be assigned to the Council by the Board of Directors.
The Council is responsible for making recommendations to the Board of Directors with regard to the following:
Membership Expectations
Members of the Council are expected to dedicate sufficient resources to the Council to ensure the functioning of the ISG. By joining a Council meeting, an individual is representing that they have the ability to speak and vote on behalf of their organization on matters that regularly arise during the meeting, consistent with the responsibilities laid out in this Charter.
Becoming a Member
Any signatory or endorser member who wants to become a member of the Council may do so by providing notification of their desire to join the Council to the academic center that works with ISG. In doing so, the signatory/endorser must represent that their membership will include the participation of a representative from their media/public relations organization if such group is expected to approve materials prior to public distribution.
Resigning Membership
Any member of the Council may resign their membership on the Council by providing notification to the academic center that works with ISG or by failure to attend three (3) Council meetings in a one-year period.
Chairperson
The Chairperson of the Council will be annually appointed by a majority vote of the Council members present at the meeting in which the appointment is to be made.
Meetings
The Council will meet as frequently as it determines is necessary to carry out its responsibilities. The Chairperson will schedule regular meetings; additional meetings may be held at the request of two or more members of the Council.
The smaller of five (5) or a majority of the members of the Council will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Council present at the time of such vote will be required to approve any action of the Council.
Members of the Council may participate in a meeting of the Council by means of telephone conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Council. Such written consent will have the same force as a unanimous vote of the Council.
Council members may raise any subjects that are not set on the agenda by the Chairperson.
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