Vanguard’s 2022 US voting policy updates and clarifies its positions on: (i) key committee independence; (ii) director overboarding and director commitment oversight (companies will be expected to adopt director overboarding policies and disclose how the board oversees policy implementation); (iii) board diversity disclosure and associated board accountability; (iv) oversight failings that may prompt a director “no” vote; and (v) virtual/hybrid meetings (which Vanguard generally supports, provided that shareholder rights – such as their ability to ask questions - are not curtailed).
The updated policy expects board diversity disclosure to include, at a minimum, the genders, races, ethnicities, tenures, skills, and experience that are represented on the board, and individual director tenure, skills, and experience (which may be in a matrix format). Self-identified race, ethnicity, and/or other personal characteristics may be disclosed on an aggregate or individual director basis.
Vanguard will generally vote for shareholder proposals that: (i) seek disclosure about directors’ diversity of personal characteristics (including gender, race, ethnicity, and national origin) or skills and qualifications, to the extent this information is not already disclosed; (ii) ask companies to adopt policies designed to ensure appropriate diversity on boards, to the extent appropriate policies do not already exist; (iii) are not overly prescriptive about what skills should be included or how this information must be presented.
Access additional resources on our Institutional Investors page »Vanguard.