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New York State Common Retirement Fund

PRI reporting framework 2020

You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions

(Proxy) voting and shareholder resolutions

LEA 12. Typical approach to (proxy) voting decisions

12.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

12.2. Provide an overview of how you ensure that your agreed-upon voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

The Fund’s ESG Principles and Proxy Voting Guidelines (Guidelines) are not intended to anticipate every proposal that will appear on portfolio companies’ proxy statements. These Guidelines are not binding and the Comptroller will vote proxies consistent with his fiduciary duty. These Guidelines are subject to change at any time by approval of the Chief Investment Officer and the Comptroller.

Since 2011, the Fund has used a proxy voting platform to facilitate its proxy voting function. In using the electronic platform, all of Fund’s ballots are “prepopulated” in accordance with our own Guidelines. In advance of each proxy season, the Fund’s Bureau of Corporate Governance staff performs a review to ensure that the prepopulated voting instructions match the Fund’s Guidelines.

During the proxy season, the Fund’s Bureau of Corporate Governance conducts regular reviews the Fund’s votes to ensure that its voting positions remain aligned with the Guidelines.

12.3. Additional information.[Optional]

...

The Fund’s Guidelines have been adopted, not only to provide guidance on voting practices to the Fund, its managers and portfolio companies, but also to guide other corporate engagements and policy initiatives that enhance long term value, and to articulate to the capital markets the Fund’s view on what constitutes best practices in corporate governance and ESG issues. Prior to adoption of these guidelines, the Fund’s Bureau of Corporate Governance conducts a review of the adequacy of the prior version of the Guidelines. This included reviewing a sample of the Fund’s 2018 and 2019 proxy votes; reviewing voting guidelines of its public fund peers; conducting a gap analysis comparing prior adopted Guidelines and ballot items topics from 2018-2019; reviewing the Fund’s voting trends on various ballot item topics; and reviewing relevant trends related to corporate governance, proxy statement disclosures, and shareholder proposals.

The Fund independently votes the proxies of domestic companies in which it holds public equity securities. Voting provides a direct means of influencing a company’s governance, risk management, and is an integral part of the Comptroller’s fiduciary duty to invest prudently and for the exclusive benefit of the System’s members, retirees, and beneficiaries. In the 2019 Proxy Season, the Fund cast 28,322 votes on ballot items at 3,273 domestic company meetings.

Proxy voting decisions are based on these Guidelines and reviews of available information relating to items on the ballot at each portfolio company’s annual and special meetings. The Fund analyzes a variety of materials from publicly available sources, including but not limited to U.S. Securities and Exchange Commission filings, analyst reports, relevant studies and materials from proponents and opponents of shareholder proposals, third-party independent perspectives and studies, and analyses from several corporate governance and ESG service providers. The Fund utilizes a vote management platform to vote its proxies. In accordance with the terms of its asset lending program, the Fund seeks to recall loaned domestic securities in order to facilitate the Fund’s ability to exercise its voting rights.


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

14.4. Additional information. [Optional]

... 


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes participated in within the reporting year in which where you or the service providers acting on your behalf raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

15.3. Additional information. [Optional]


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes where you, and/or the service provider(s) acting on your behalf, communicated the rationale to companies for abstaining or voting against management recommendations. Indicate this as a percentage out of all eligible votes.

16.2. Indicate the reasons why your organisation would communicate to companies, the rationale for abstaining or voting against management recommendations.

16.3. In cases where your organisation does communicate the rationale for abstaining or voting against management recommendations, indicate whether this rationale is made public.

16.4. Additional information. [Optional]


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities in which you or your service provider have the mandate to issue (proxy) voting instructions, indicate the percentage of votes cast during the reporting year.

Votes cast (to the nearest 1%)

100 %

Specify the basis on which this percentage is calculated

17.3. Additional information. [Optional]

...


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate whether you track the voting instructions that you or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf have issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
72 %
Against (opposing) management recommendations
28 %
Abstentions
0 %
100%

18.3. In cases where your organisation voted against management recommendations, indicate the percentage of companies which you have engaged.

18.4. Additional information. [Optional]

...


LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. Indicate whether your organisation has a formal escalation strategy following unsuccessful voting.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

19.3. Additional information. [Optional]

...


LEA 20. Shareholder resolutions (Not Completed)


LEA 21. Examples of (proxy) voting activities (Not Completed)


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