Fidelity’s updated Proxy Voting Guidelines reflect changes from the prior Guidelines in just one substantive area – director independence. In addition to looking for sufficient independence on key board committees, Fidelity layers its own independence criteria on top of relevant listing standards, as detailed here:
While Fidelity generally considers the requirements of the relevant listing standards in determining director, board, and committee independence, we may apply more stringent independence criteria and adapt such criteria for certain foreign markets, taking into consideration listing requirements as well as differing laws, regulation, and/or practices in the relevant market.
For example, Fidelity generally will find non-independent:
· Former CEOs.
· Company founders.
· Directors or director family members that were employed as senior executives by the company within the past five years.
Fidelity also may evaluate financial relationships, equity ownership, and voting rights in assessing the independence of director nominees.
Access additional resources on our Institutional Investors page.
This post first appeared in the weekly Society Alert!