Proposal Mgt rec Vote
Management proposals
1a Elect Director Wanda M. Austin For For
1b Elect Director John B. Frank For For
1c Elect Director Alice P. Gast For For
1d Elect Director Enrique Hernandez, Jr. For For
1e Elect Director Marillyn A. Hewson For For
1f Elect Director Jon M. Huntsman, Jr. For For
1g Elect Director Charles W. Moorman For For
1h Elect Director Dambisa F. Moyo For For
1i Elect Director Debra Reed-Klages For For
1j Elect Director D. James Umpleby, III For For
1k Elect Director Cynthia J. Warner For For
1l Elect Director Michael K. (Mike) Wirth Vote rationale: The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest. Global Voting Guidelines Separation of chairperson and CEO For Against
2 Ratify PricewaterhouseCoopers LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive Officers' Compensation For For
4 Advisory Vote on Say on Pay Frequency One year One year
Shareholder proposals
5 Rescind Scope 3 GHG Reduction Proposal Against Against
6 Adopt Medium-Term Scope 3 GHG Reduction Target Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
7 Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
8 Establish Board Committee on Decarbonization Risk Against Against
9 Report on Social Impact From Plant Closure or Energy Transition Against Against
10 Oversee and Report a Racial Equity Audit Against Against
11 Publish a Tax Transparency Report Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
12 Require Independent Board Chair Vote rationale: The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest. Global Voting Guidelines Separation of chairperson and CEO Against For

Disclaimer

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