TheCorporateCounsel.net

Earlier this week, BlackRock issued its 2022 Proxy Voting Guidelines. For the first time, the Guidelines establish a percentage target for the number of diverse board members at U.S. companies. This excerpt describes the new policy:

We expect boards to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of a variety of views and opinions in the boardroom. We are interested in diversity in the board room as a means to promoting diversity of thought and avoiding “group think”.

We ask boards to disclose how diversity is considered in board composition, including demographic factors such as gender, race, ethnicity, and age; as well as professional characteristics, such as a director’s industry experience, specialist areas of expertise, and geographic location.

We assess a board’s diversity in the context of a company’s domicile, business model, and strategy. We believe boards should aspire to 30% diversity of membership and encourage companies to have at least two directors on their board who identify as female and at least one who identifies as a member of an underrepresented group.

BlackRock defines members of an underrepresented group to include, without limitation, “individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans.”

While the policy speaks in aspirational terms, keep in mind that lack of board diversity was the top reason that BlackRock withheld votes from directors in 2021, accounting for 61% of negative votes.

BlackRock’s update of its voting policies was part of a broader policy update – check out Emily’s blog on CompensationStandards.com and Lawrence’s blog on PracticalESG.com for more on some of the important changes to BlackRock’s policies.

– John Jenkins