Benchmark Policy Changes for U.S., Canada, and Latin ... - ISS

1 TITLE I S SG O V E RN A N C E. C O M 2020 | institutional Shareholder services and/or its affiliates A M E R I C A S P R O X Y V O T I N G G U I D E L I N E S U P D A T E S F O R 2 0 21 Benchmark Policy Changes for , Canada, and Latin America Effective for Meetings on or after February 1, 2021 Published November 12, 2020 A M E R I C A S P O L I C Y U P D A T E S F O R 2 0 2 1 Redlined = deleted; green = added I S S G O V E R N A N C E . C O M 2 o f 41 T A B L E O F C O N T E N T S All 4 Board of Directors- Director Elections .. 4 Governance Failures: Material Environmental & Social Risk Oversight Failures .. 4 United States .. 5 Board of Directors Voting on Director Nominees in Uncontested Elections.

2 5 Board Composition Gender 5 Board Composition Racial/Ethnic Diversity .. 6 Board Independence Classification of Directors .. 10 Board Accountability Poison Pills .. 15 Other Board-Related Proposals .. 16 Board Refreshment (Age/Term Limits) .. 16 Shareholder Rights & Defenses .. 18 Advance Notice Requirements for Shareholder Proposals/Nominations .. 18 Shareholder Litigation Rights .. 19 Virtual Shareholder Meetings .. 22 Social and Environmental Issues .. 23 Gender, Race/Ethnicity Pay Gaps .. 23 Mandatory Arbitration .. 24 Sexual Harassment .. 25 Mutual Funds .. 26 Closed End Funds- Unilateral Opt-In to Control Share Acquisition Statutes .. 26 Canada .. 27 Board of Directors (TSX-Listed Companies).

3 27 Voting on Director Nominees in Uncontested Elections: Board Gender Diversity .. 27 Shareholder Rights & Defenses (TSX-Listed Companies and Venture Companies) .. 30 A M E R I C A S P O L I C Y U P D A T E S F O R 2 0 2 1 Redlined = deleted; green = added I S S G O V E R N A N C E . C O M 3 o f 41 Exclusive Forum Proposals .. 30 Brazil .. 31 Board of Directors .. 31 Director Elections- Board Independence .. 31 Brazil and Americas Regional Policy .. 35 Board of Directors .. 35 Director Elections- Board Gender Diversity .. 35 Director Elections- Overboarding .. 36 Americas Regional .. 38 Board of Directors .. 38 Director Elections- Independence .. 38 A M E R I C A S P O L I C Y U P D A T E S F O R 2 0 2 1 Redlined = deleted; green = added I S S G O V E R N A N C E.

4 C O M 4 o f 41 A l l Ma r k e t s B o ar d o f D i r ec to r s- D i r ec to r El ec ti o n s Governance Failures: Material Environmental & Social Risk Oversight Failures Current ISS Policy , incorporating Changes : New ISS Policy : General Recommendation: Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to: Material failures of governance, stewardship, risk oversight*, or fiduciary responsibilities at the company; Failure to replace management as appropriate; or Egregious actions related to a director s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

5 * Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change ; significant adverse legal judgments or settlement; or hedging of company stock. General Recommendation: Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to: Material failures of governance, stewardship, risk oversight*, or fiduciary responsibilities at the company; Failure to replace management as appropriate; or Egregious actions related to a director s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

6 * Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change ; significant adverse legal judgments or settlement; or hedging of company stock. Rationale for change : While the specific language regarding the Governance Failures Policy varies from market to market, every ISS Policy guideline document in this region is being updated to include explicit references to poor risk oversight of environmental and social issues as examples of material failure that may result in adverse vote recommendations. A M E R I C A S P O L I C Y U P D A T E S F O R 2 0 2 1 Redlined = deleted; green = added I S S G O V E R N A N C E.

7 C O M 5 o f 41 U n i t e d S t a t e s B o ar d o f D i r ec to r s Vo ti n g o n D i r ecto r N o m i n ees i n U n c o n tes ted El ec ti o n s Board Composition Gender Diversity Current ISS Policy , incorporating Changes : New ISS Policy : Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company's board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year. Mitigating factors include: Until Feb.

8 1, 2021, a firm commitment, as stated in the proxy statement, to appoint at least one woman to the board within a year; The presence of a woman on the board at the preceding annual meeting and a firm commitment to appoint at least one woman to the board within a year.; or Other relevant factors as applicable. Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company's board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.

9 Rationale for change : Under ISS' 2019 announcement of the Policy regarding board gender diversity on boards, a transitional year (2020) was provided so that a company that previously had not had a female director could make a commitment to add one by the following year. This transitional year has now passed, so the Policy is being updated to remove it. Starting in Feb 2021, the only exception to the adverse vote recommendations for companies with no women on their board will be if the board has temporarily lost its gender diversity: that is, if there was at least one woman on the board at the previous annual meeting, and the board commits to restoring its gender diversity by the next annual meeting.

10 A M E R I C A S P O L I C Y U P D A T E S F O R 2 0 2 1 Redlined = deleted; green = added I S S G O V E R N A N C E . C O M 6 o f 41 Board Composition Racial/Ethnic Diversity Current ISS Policy , incorporating Changes : New ISS Policy : Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, highlight boards with no apparent racial and/or ethnic diversity1. For companies in the Russell 3000 or S&P 1500 indices, effective for meetings on or after Feb. 1, 2022, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.