The annual proxy for this investment bank and financial services company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposals on:
-Removing aggregation limits for proxy access
Magni voted as follows:
- Magni voted for and against proforma proposals.
-For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
-For auditors – There appear to be no controversies with the financial statements of the company.
-Against “say-on-pay” – The proxy materials did not disclose the results of prior votes and did not acknowledge a willingness to consider the results. The proposal is only on the proxy as it is a regulatory requirement. Shareholder relationships are part of good governance. Ignoring shareholder votes is not part of good relationships.
- Magni voted for and against shareholder proposals.
-Against lobbying disclosure – Goldman Sachs already discloses most of the information in the proposal. Transparency is an important part of good governance and Goldman Sachs already provides transparency on lobbying.
-For removing aggregation limits for proxy access – Goldman Sachs limits aggregation to 15 shareholders in achieving a 3% requirement for proxy access. Currently, the fifteen largest pension fund positions do not aggregate to 3%. Strong shareholder relationships are part of good governance. Shareholders can be more engaged and feel more respected with easier proxy access.