I will be out of the office traveling from Wednesday, January 29th through Friday, January 31st. I will be periodically checking email and responding as necessary.
Thanks,
Dale
>>> "Edkins, Michelle" <Michelle.Edkins@blackrock.com> 01/31/14 09:00 >>>
BlackRock's policy is copied below. In brief, if we vote against SoP we vote against the re-election of the members of the compensation committee. We voted against approximately 4% of SoP proposals in the US last year and against 5% of director election proposals (with 17% of that 5% being related to compensation concerns, which translates to about 180 director election proposals). This is pretty consistent with past years so I don't expect any significant changes in 2014.
Michelle
Advisory resolutions on executive compensation ("Say on Pay")
In cases where there is a Say on Pay vote, BlackRock will respond to the proposal as informed by our evaluation of compensation practices at that particular company, and in a manner that appropriately addresses the specific question posed to shareholders. We believe that compensation committees are in the best position to make compensation decisions and should maintain significant flexibility in administering compensation programs, given their knowledge of the wealth profiles of the executives they seek to incentivize, the appropriate performance measures for the company, and other issues internal and/or unique to the company. We understand that compensation committees are undertaking their analysis in the context of a competitive marketplace for executive talent. We also believe that shareholders can express concern regarding executive compensation practices through their vote on directors, and our preferred approach to managing pay-for-performance disconnects is via a withhold vote for the compensation committee. As a result, our Say on Pay vote is likely to correspond with our vote on the directors who are compensation committee members responsible for making compensation decisions.
Advisory votes on the frequency of Say on Pay resolutions ("Say When on Pay")
BlackRock will generally opt for a triennial vote on Say on Pay. We believe that shareholders should undertake an annual review of executive compensation and express their concerns through their vote on the members of the compensation committee. As a result, it is generally not necessary to hold a Say on Pay vote on an annual basis, as the Say on Pay vote merely supplements the shareholder's vote on Compensation Committee members. However, we may support annual Say on Pay votes in some situations, for example, where we conclude that a company has failed to align pay with performance.
Michelle Edkins
Managing Director, Global Head
Corporate Governance & Responsible Investment
TEL: 415 670 6541
BB: 415 816 6455
michelle.edkins@blackrock.com<mailto:michelle.edkins@blackrock.com>
BLACKROCK
400 Howard Street
San Francisco, CA 94105
www.blackrock.com/responsibleinvestment<http://www.blackrock.com/responsibleinvestment>
www.blackrock.com/2012RIreport<http://blackrock.uberflip.com/i/120266>
From: Amy Borrus [mailto:amy@cii.org]
Sent: Thursday, January 30, 2014 12:35 PM
To: CII's Email Discussion Group
Cc: Amy Borrus
Subject: [ciidiscussion] Voting against compensation committee directors
CII staff seeks a better understanding of what drives members' votes and what trends to anticipate for the 2014 proxy season. With that in mind: Do you expect in 2014 to withhold/vote against more compensation committee directors at companies that had poor say-on-pay results in one or more years in the past? And if so, why?
Thanks very much!
Amy
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