The fund asks for annual elections of board members
We announce our intention to vote in favour of a shareholder proposal that asks for annual election of board members in Kellogg Company.
24 April 2019
We vote on around 45,000 board members every year. The second quarter is peak season for shareholder meetings and accounts for around two-thirds of our voting during the year.
“The board represents the company’s shareholders. For board accountability to be effective, shareholders must be able to participate in frequent election of all members of the board, with our preference being annual elections,” says Chief Corporate Governance Officer Carine Smith Ihenacho.
This position is an important part of our public voting guidelines. We publish voting intentions for selected companies to highlight issues that are of fundamental importance to the fund. We are a large owner, and it is important for us to be predictable when we exercise our ownership.
“Clear positions on good governance ensure predictability and consistency in our voting. As an owner we can influence companies by deciding who sits on the board”, says Ihenacho.
In addition, we also publish our voting intention for Grupo Mexico S.A.B. de C.V. We will vote against the resolution to elect directors since the company has not disclosed the names of the director nominees and bundled the election of its directors into a single voting item. To ensure board accountability, we need to know who the nominees are, evaluate them and vote on each individually.
Voting intention for Kellogg Company
Norges Bank Investment Management will vote in favour of the shareholder proposal on board declassification and all other resolutions put forth to shareholder approval at the Annual General Meeting of Kellogg Company on 26 April 2019.
Our rationale
For board accountability to be effective, shareholders must be able to participate in frequent election of all board members of the board, with our preference being annual elections. We supported Kellogg Company’s attempt to declassify its board in 2014 and we renew our support for a declassified board with annual elections of directors at Kellogg Company. We welcome the opportunity to express our views on this important element of good corporate governance and commend the Kellogg board for its willingness to respond to shareholders’ views on this topic.
Voting intention for Grupo Mexico S.A.B. de C.V.
Norges Bank Investment Management will vote against the resolution “Elect or Ratify Directors; Verify Independence of Board Members; Elect or Ratify Chairmen and Members of Board Committees” at the Annual General Meeting of Grupo Mexico S.A.B. de C.V. on 30 April 2019. We will also vote against a separate item to approve granting / withdrawal of powers and for all other items.
Our rationale
We expect the board to establish a transparent nomination process for prospective board members. Board members should be elected with an individual vote count at the shareholder meeting, and the vote tally should be published.
Grupo Mexico has not disclosed the names of the director nominees prior to the time when institutional shareholders are required to submit their vote instructions. The company also has bundled the election of its directors into a single voting item. To ensure board accountability, we need to know who the nominees are, evaluate them and vote on each individually. We call on Grupo Mexico to disclose the name of its board nominees and to unbundle the election of directors.
Position paper on individual vote count in board elections
Press contacts
Marthe Skaar, Manager of Communications and External Relations
Tel: + 47 926 17 663 / +47 24 07 35 61
E-mail: press@nbim.no