TheCorporateCounsel.net

Here’s another nugget that Aon’s Karla Bos shared from SSGA’s 2023 “Proxy Voting & Engagement Guidelines” and related materials:

Although there is no change to the “Director Time Commitments” policy for 2023, the “CEO’s Letter on Our 2023 Proxy Voting Agenda” states: Starting in 2024, we will:

1) no longer use numerical limits to identify overcommitted directors, and instead

2) vote against the chair of the nominating and governance committee at companies in the S&P 500 that do not disclose their internal policy on director time commitments.

This heads-up about the 2024 change to the firm’s overboarding policy is consistent with the preference that SSGA shared in “Managing Through a Historic Transition: The Board’s Oversight of Director Time Commitments.” It also aligns with the new policies on risk management and board & director evaluations. SSGA urges nominating committees to “evaluate their directors’ time commitments, regularly assess director effectiveness, and provide public disclosure on their policies and efforts to investors.”

Some companies may want to revisit their policies – and related disclosures – in light of this threat to the nom/gov chair. If changes are needed, it could take some time to prepare those and work through all of the channels for approval. It’s helpful that SSGA is giving us a year to do that.

– Liz Dunshee