Last week, Vanguard announced the results of a survey of 1,000 investors which demonstrated a strong interest among investors in having the ability to participate in the proxy voting process. Like many other institutional investors, Vanguard has been conducting its Investor Choice pilot program, which allows investors to make a single policy selection from a range of proxy voting policy options that determine how their proportionate fund ownership is voted at shareholder meetings. Key findings from the survey include:

– Most investors (83%) believe it is important that asset managers consider investors’ preference when casting votes for their funds, with more than half (57%) interested in participating in voting programs.

– Two-thirds (66%) of investors say they would participate in a proxy voting choice program offered through their employer retirement plan.

– Fifty-eight percent of investors would be more likely to invest in a fund if they could influence the fund’s proxy voting decisions, while a third (33%) would be willing to change firms if another firm offered them the ability to influence proxy voting.

– Less than half of investors (47%) are aware that fund managers cast proxy votes at shareholder meetings.

Vanguard notes that the survey results highlighted those governance topics that are most important to investors: “Respondents selected executive pay (44%), issuing dividends (41%), and who sits on the board of the company (30%) as the three most important topics they would want to weigh in on through the proxy voting process.”

– Dave Lynn

Dan Goelzer highlights in his most recent Audit Committee and Auditor Oversight Update a BDO memo titled Economic Uncertainty: Financial Reporting Considerations for Tariffs, which discusses key accounting, financial reporting and disclosure issues for public companies in light of the new tariffs. The memo also highlights the following six questions that the audit committee should be asking management and the auditors:

– Do the financial statement disclosures reflect changing risk factors, such as changes in supply chains, pricing decisions, loss of significant customers, and disruptions to production?

– Do the financial statement disclosures reflect subsequent events that were known or knowable before issuing the financial statements that users of financial statements will find meaningful and reflective of industry-specific considerations?

– Are controls over financial reporting adequate to respond to the effects of tariffs or the resulting economic uncertainty, including the risk of fraud?

– Will financial statement deadlines be affected by changes to procedures performed by the entity, its specialists, or the auditors?

– Is the committee meeting often enough with management and the auditors to address challenges as they arise?

– Is the committee keeping the board apprised of significant matters with respect to risk and disclosure?

Be sure to check out all of our tariff-related resources in our new “Trump Administration Tariffs” Practice Area. If you are not a member, you can try a no-risk trial now. Sign up online or contact our sales team at Sales@CCRcorp.com or by phone at 800-737-1271. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund.

– Dave Lynn

Wachtell Lipton recently published an updated version of its longstanding Audit Committee Guide. The 2025 edition spans 202 pages and includes helpful models for everything from an audit committee charter to an audit committee self-evaluation checklist. This introductory note explains how the guide can be used:

This Guide provides an overview of the key rules applicable to audit committees of NYSE- and Nasdaq-listed U.S. companies and best practices that audit committees should consider. This Guide outlines audit committee members’ responsibilities, reviews the composition and procedures of audit committees and considers important legal standards and regulations that govern audit committees and audit committee members. Although generally geared toward public company audit committee members, this Guide is also relevant to private company audit committee members, especially if the private company may at some point consider accessing the public capital markets.

A well-run audit committee—i.e., an audit committee composed of financially knowledgeable, independent members who are focused on the right areas of inquiry and intent on asking tough questions of management, internal auditors and the independent auditor—can assist the company in its financial reporting, risk management and compliance obligations. To this end, this Guide proposes specific practices designed to promote effective audit committees.

Members can access this guide, along with other helpful resources, in our “Audit Committees” Practice Area. If you do not have access to our Practice Areas, sign up today!

– Dave Lynn