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The WSIB believes a strong corporate governance program is a cornerstone of asset stewardship. This includes active support of corporate governance measures and prudent proxy voting practices—all aimed at enhancing shareowner value on behalf of WSIB’s beneficiaries.

Effective corporate governance relies on efficient shareholder engagement and monitoring to foster transparency, responsibility, accountability and market integrity. Empirical research points to the impact of responsible governance practices, demonstrating that companies with strong corporate governance tend to produce higher returns at more prudent levels of risk.

The WSIB believes that the mission of maximizing investment returns comes with the responsibility of maintaining vigilant oversight over the management policies and practices of the companies in our portfolios. As a long-term investor, the WSIB recognizes the importance of promoting and influencing long-term growth disciplines across the entire investment value chain. Therefore, active participation and collaborative dialogue with corporate leadership is a vital part of WSIB’s role as a responsible asset owner.

As one of the country’s largest institutional investors, the WSIB believes the proxy voting ballot is one of the most effective tools for positively influencing companies toward greater board accountability, genuine transparency and increased focus on long-term growth strategies. The WSIB also works collectively with like-minded investors, corporate leaders and industry organizations to advance important environmental, social and governance (ESG) positions, practices and proposals.
Proxy Voting Report (Note: 2017 and earlier only contain the top 300):
Proxy Voting Policy and Guidelines
2018 Proxy Voting Highlights:
The WSIB voted on 3,006 U.S. corporate meetings in 2018.
Proxy votes were cast on 26,384 individual proposals dealing primarily with the election of directors (68.01 percent), ratification of auditor (9.71 percent) and advisory vote on executive compensation or “say on pay” (8.29 percent).
Of the total 17,943 director votes in 2018, the WSIB voted “against” or “withheld” from 1,315 nominees (7.33 percent).
The 2018 corporate governance program resulted in the WSIB voting to oppose 321 of 2,186 advisory proposals on executive compensation (14.68 percent) and to oppose 93 of 529 equity compensation plans (17.58 percent).
Shareholder “activism” and ESG initiatives are often driven through the shareholder proposal process. The number of shareholder proposals going to a vote in the U.S. market somewhat declined last year, with proxy advisory firm Glass Lewis reviewing 433 such resolutions in 2018 as compared to 453 in 2017, reflecting an ongoing trend over the past few years.

There are a few market explanations for this decline, including that more companies have now embraced “best practice” standards such as majority voting, and also because more companies and investors are engaging directly on these issues and resolving issues (or withdrawing resolutions) before they go to a shareholder vote. Another reason for this decline is regulators increasingly flexing their discretion to exclude shareholder proposals.

Common shareholder proposal topics in 2018 were board declassification, majority voting standards, diversity and climate change-related resolutions, and emerging issues such as gun control and opioid board oversight. The WSIB supported 63.0 percent of shareholder proposals in 2018, an increase from 50.9 percent in 2017.
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