Internal Governance

Steering Committee Charter

Committee Purpose

The Investor Stewardship Group (“ISG”) Steering Committee (“Committee”) is the primary policy and decision maker of the ISG. Its responsibilities are set forth below.

Committee Responsibilities

The Committee is responsible for the following:

  • Final approval of documents and procedures for the ISG governance structure, including, but not limited to, the ISG Governance, Marketing and Communications and Steering Committee structure and responsibilities based upon recommendations from the Governance Committee, except as set forth in the Governance Committee Charter.
  • Final approval of the process for ISG members to join ISG committees.
  • Final approval of the process for new and ongoing ISG membership qualifications for both signatory and endorser members based upon the recommendation of the Governance Committee.
  • Final approval of the process for revisions/updates to the ISG Framework based upon the recommendations of the Governance Committee.
  • Final approval of all ISG press releases based upon the recommendation of the Marketing and Communication Committee.
  • Final approval of all external arrangements with external organizations such as public relations firms, law firms, the academic center which works with ISG , etc., and assessing fees to members as necessary and appropriate.
  • The Committee will maintain summaries of all meetings.
  • Annually review and reassess the adequacy of this Charter and all Committee charters and approve any changes based upon the recommendation of the Governance Committee.
  • Perform such other responsibilities as are necessary or appropriate to further the Committee’s purposes.

Committee Membership

Membership Expectations

Members of the Committee are expected to dedicate sufficient resources to the Committee to ensure the functioning of the ISG. By joining a Committee 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.
Annually, members of the Committee will participate in a self-evaluation focused on their contributions to the effective functioning of the Committee and the ISG.

Becoming a Member

Members of the Committee are those members who are members of either the Governance or Marketing and Communications Committees and have met the following criteria:

  1. Provided notification of their desire to join the Committee to the academic center that works with ISG; and
  2. Attended a majority of the meetings of either the Governance or Marketing and Communications Committees during the previous year.

A majority of the Committee will be comprised of U.S. signatory members. In order to maintain a majority of U.S. signatory members, if the number of non-U.S. members who self-select to join the Committee equals or exceeds the number of U.S. signatory members who have self-selected, the Chairperson will determine membership of the non-U.S members based on which non-U.S. members have had the best attendance at the Governance and/or Marketing and Communications Committee meetings during the previous year.

Resigning Membership

Any member of the Committee may resign their membership on the Committee by providing notification to the academic center that works with ISG or by failure to attend three (3) Committee meetings in a one-year period.

Chairperson

The Chairperson of the Committee will be annually appointed by majority vote of the Committee members present at the meeting in which the appointment is to be made.

Committee Rules of Procedure

Meetings

The Committee 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 Committee.

The smaller of nine (9) or a majority of the members of the Committee will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee.

Members of the Committee may participate in a meeting of the Committee 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 Committee may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the members of the Committee. Such written consent will have the same force as a unanimous vote of the Committee.

Committee members may raise any subjects that are not set on the agenda by the Chairperson.

ISG Effectiveness

ISG Steering Committee Size and Composition

The Governance Committee will, on an annual basis, review the size, composition and mandate of the ISG Steering Committee with a view to maintaining an ISG Steering Committee that assures effective functioning and decision-making of that Committee. The Governance Committee will make changes to the ISG Steering Committee Charter as deemed appropriate.

ISG Steering Committee Effectiveness

Annually, the academic center which works with ISG will support a Committee self-evaluation focused on the effective functioning of the Committee and the ISG overall. Any concerns regarding the Committee’s functioning or members that arise during the evaluation will be addressed proactively with the support of the Chairperson.

Steering Committee

  • Donna Anderson, T. Rowe Price
  • Lindsey Apple, MFS Investment Management
  • Jeffrey Barbieri, Wellington Management
  • Allison Bennington, ValueAct Capital
  • Glenn Booraem, Vanguard
  • Judy Cotte, RBC Global Asset Management
  • Brian Denney, Vanguard
  • Matthew DiGuiseppe, State Street Global Advisors – CHAIRPERSON
  • Michelle Edkins, Blackrock
  • Hellen Goorse, MN
  • Jun Sung Kim, GIC
  • Rakhi Kumar, State Street Global Advisors
  • Mohani Maharaj, Nuveen
  • Aeisha Mastagni, CalSTRS
  • Mike McCauley, Florida State Board of Administration
  • Ara Metupalle, GIC
  • Mary Morris, CalSTRS
  • Bridget Murphy, Washington SIB
  • Clare Payn, Legal & General Investment Management
  • Carolina San Martin, Wellington Investments
  • Anne Sheehan, CalSTRS
  • Margriet Stavast, PGGM
  • Tracy Stewart, Florida State Board of Administration
  • Jacob Williams, Florida State Board of Administration

Governance Committee Charter

Committee Purpose

The Governance Committee (“Committee”) will assist and provide advice or recommendations to the Investor Stewardship Group (“ISG”) Steering Committee 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 Committee by the ISG Steering Committee

Committee Responsibilities

The Committee is responsible for making recommendations to the ISG Steering Committee with regard to the following:

  • Developing and periodically updating documents and procedures for the ISG governance structure, including, but not limited to, the ISG committee structure and responsibilities.
  • Developing and periodically updating the process for ISG members to join committees.
  • Developing and periodically updating the process for new and ongoing ISG membership qualifications for both signatory and endorser members.
  • Developing and periodically updating the process for revisions/updates to the ISG Framework for U.S. Stewardship and Governance.
  • Reviewing arrangements and fees, if applicable, with external organizations such as law firms, the academic center which works with ISG, etc. and making recommendations with regard thereto to the ISG Steering Committee. It should be noted that the Marketing and Communications Committee will review arrangements and fees, if applicable with external organizations such as public relations firms.
  • Reporting to the ISG Steering Committee on the Committee’s activities and actions, as appropriate. The Committee will maintain summaries of all meetings.
  • Annually reviewing and reassessing the adequacy of this Charter and recommending any proposed changes to the ISG Steering Committee for approval.
  • Performing such other responsibilities as are necessary or appropriate to further the Committee’s purposes, or as the ISG Steering Committee may from time to time assign to it.

Committee Membership

Membership Expectations

Members of the Committee are expected to dedicate sufficient resources to the Committee to ensure the functioning of the ISG. By joining a Committee 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 Committee may do so by providing notification of their desire to join the Committee to the academic center that works with ISG.

Resigning Membership

Any member of the Committee may resign their membership on the Committee by providing notification to the academic center that works with ISG or by failure to attend three (3) Committee meetings in a one-year period.

Chairperson

The Chairperson of the Committee will be annually appointed by a majority vote of the Committee members present at the meeting in which the appointment is to be made.

Committee Rules of Procedure

Meetings

The Committee 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 Committee.

The smaller of five (5) or a majority of the members of the Committee will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee.

Members of the Committee may participate in a meeting of the Committee 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 Committee 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 Committee. Such written consent shall have the same force as a unanimous vote of the Committee.

Committee members may raise any subjects that are not set on the agenda by the Chairperson.

ISG Effectiveness

ISG Steering Committee Size and Composition

The Committee will, on an annual basis, review the size, composition and mandate of the ISG Steering Committee with a view to maintaining an ISG Steering Committee that assures effective functioning and decision-making of that Committee. The Governance Committee will make changes to the ISG Steering Committee Charter as deemed appropriate.

Committees of the ISG

Other than with respect to the ISG Steering Committee as set forth above, the Committee will, on an annual basis, review the composition and mandate of each committee, and recommend to the ISG Steering Committee any changes it considers necessary or desirable with respect to the structure of such, including:

  1. the charters of each committee;
  2. the criteria for membership on any committee;
  3. the composition of each committee;
  4. the operations of each committee; and
  5. the process by which each committee reports to the ISG Steering Committee, assessing the channels through which information is received and the quality and timeliness of the information received.

Governance Committee

  • Donna Anderson, T. Rowe Price – CHAIRPERSON
  • Lindsey Apple, MFS Investment Management
  • Allison Bennington, ValueAct Capital
  • Glenn Booraem, Vanguard
  • Judy Cotte, RBC Global Asset Management
  • Brian Denney, Vanguard
  • Matthew DiGuiseppe, State Street Global Advisors
  • Hellen Goorse, MN
  • Rakhi Kumar, State Street Global Advisors
  • Aeisha Mastagni, CalSTRS
  • Mike McCauley, Florida State Board of Administration
  • Mary Morris, CalSTRS
  • Clare Payn, Legal & General Investment Management
  • Anne Sheehan, CalSTRS
  • Margriet Stavast, PGGM
  • Tracy Stewart, Florida State Board of Administration
  • Jacob Williams, Florida State Board of Administration

Marketing and Communications Committee Charter

Committee Purpose

The Marketing and Communications Committee (“Committee”) will assist and provide advice or recommendations to the Investor Stewardship Group (“ISG”) Steering Committee 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 Committee by the ISG Steering Committee.

Committee Responsibilities

The Committee is responsible for making recommendations to the ISG Steering Committee with regard to the following:

  • Developing and periodically updating documents and procedures for the ISG marketing and communications policies and practices.
  • Reviewing arrangements and fees, if applicable, with external organizations such as public relations firms and making recommendations with regard thereto to the ISG Steering Committee.
  • Overseeing the work done by any outside organization in connection with both marketing and communications work, including the development of press releases and the website, the handling of press inquiries and postings on the website.
    • With regard to the handling of press releases, the Committee will work with appropriate outside organization(s) to draft the release. The release will then be reviewed by Committee members’ legal counsel, as determined by each respective Committee member. After such review, the release will be forwarded to the ISG Steering Committee for final approval. After such approval is received, a “pre-release” copy will be sent to all ISG members (signatories and endorsers). The release will then be sent out for public consumption.
  • Overseeing the actual implementation process of adding new ISG members following the New Member Process as recommended by the Governance Committee and approved by the ISG Steering Committee.
  • Developing and overseeing new marketing activities such as ISG members-only conferences and combined ISG members and corporate issuers conferences.
  • Reporting to the ISG Steering Committee on the Committee’s activities and actions, as appropriate. The Committee will maintain summaries of all meetings.
  • Performing such other responsibilities as are necessary or appropriate to further the Committee’s purposes, or as the ISG Steering Committee may from time to time assign to it.

Committee Membership

Membership Expectations

Members of the Committee are expected to dedicate sufficient resources to the Committee to ensure the functioning of the ISG. By joining a Committee 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 Committee may do so by providing notification of their desire to join the Committee 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 Committee may resign their membership on the Committee by providing notification to the academic center that works with ISG or by failure to attend three (3) Committee meetings in a one-year period.

Chairperson

The Chairperson of the Committee will be annually appointed by a majority vote of the Committee members present at the meeting in which the appointment is to be made.

Committee Rules of Procedure

Meetings

The Committee 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 Committee.

The smaller of five (5) or a majority of the members of the Committee will constitute a quorum to transact business. The affirmative vote of a majority of the members of the Committee present at the time of such vote will be required to approve any action of the Committee.

Members of the Committee may participate in a meeting of the Committee 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 Committee 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 Committee. Such written consent will have the same force as a unanimous vote of the Committee.

Committee members may raise any subjects that are not set on the agenda by the Chairperson.

Marketing and Communications Committee

  • James Aber, MFS Investment Management
  • Lindsey Apple, MFS Investment Management
  • Allison Bennington, ValueAct Capital – CHAIRPERSON
  • Glenn Booraem, Vanguard
  • Brian Denney, Vanguard
  • Matthew DiGuiseppe, State Street Global Advisors
  • Michelle Edkins, Blackrock
  • Mary Ellen Higgins, Nuveen
  • Andrew Hopkins, State Street Global Advisors
  • Mohani Maharaj, Nuveen
  • Aeisha Mastagni, CalSTRS
  • Mary Morris, CalSTRS
  • Michelle Mussuto, CalSTRS
  • Anne Sheehan, CalSTRS
  • Ed Sweeney, BlackRock
  • Carolyn Wegemann, Vanguard

Amendment Process for ISG Framework

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 for U.S. Listed Companies, 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 corporate governance principles, 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 Corporate Governance Principles 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 signatory or endorser member can 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 Committee via the notification process set forth on the ISG website.

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 signatory or endorser should include the following with the proposed text:

  • A statement of why the amendment is necessary and the intended impact;
  • An assessment of how the current Principles and associated rationale and explanations fail to address the topic being suggested; and
  • A summary of the prevalence of the proposed amendment in ISG members’ public disclosures.

Both the Governance and Steering Committees may edit the language of the proposed amendment to ensure the principle is broadly applicable.

Process to be Employed by the ISG Governance Committee in Considering Proposed Amendments

The ISG Governance Committee will meet to discuss any proposed amendments and make recommendations to the ISG Steering Committee. Factors to be considered in such recommendation include, but are not limited to:

  • Regulatory considerations (e.g. has something changed with regard to U.S. legal or listing standards?);
  • The prevalence of the proposed principle in ISG members’ public disclosures;
  • The proponent’s case for making the amendment; and
  • The impact of the amendment on other ISG principles.

Recommendations to amend the ISG Corporate Governance Principles or Stewardship Principles will not be forwarded to the ISG Steering Committee without the approval and recommendation of the Governance Committee.

Process to be Employed by the ISG Steering Committee in Considering Proposed Amendments Recommended by the Governance Committee

The ISG Steering Committee will meet to evaluate any amendments submitted by an ISG member and recommended by the Governance Committee. Any proposed amendments will require the support of a majority of the U.S. signatory members on the ISG Steering Committee to proceed. The Steering Committee 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).

  • If the ISG Steering Committee is of the view that the proposed amendment is not yet ready for consideration, there will not be an all-member vote at that time.
  • If the ISG Steering Committee is of the view that the proposed amendment is ready for consideration, it will be included in the all-member vote.
  • Following the Steering Committee’s review and decision on each proposed amendment, all ISG members will be notified of the proposed changes with no less than five months advance notice of the vote to approve the amendments. Each amendment will be voted on separately and each ISG member has one vote per amendment. If a majority of the members (both signatory and endorser members in good standing) votes in favor of the amendment, the amendment will become effective.
  • The Steering Committee will then amend the Principles and disclose the change publicly on the ISG web site.
  • Notwithstanding a member’s vote, when revised ISG Principles are published, every member organization (both signatory and endorser members) is considered supportive of the entirety of the ISG Principles unless they decide to withdraw their membership per the notification procedures set forth on the ISG website.