Glass Lewis’ UK Benchmark Policy Guidelines 2024
Glass Lewis have issued their 2024 Proxy Voting Guidelines for UK companies. The following is a summary of the changes.
Director Attendance
Glass Lewis will typically recommend voting against the re-election of directors that failed to attend either: at least 75% of board meetings; or an aggregate of 75% of board and applicable committee meetings. They will continue to typically grant exceptions to directors in their first year of service on a board or when the company discloses mitigating circumstances for a director’s poor attendance record.
They have expanded their policy on interlocking directorships to specify that they consider both public and private companies. Further, they have specified they evaluate other types of interlocking relationships on a case-by-case basis, and review multiple board interlocks among non-insiders for evidence of a pattern of poor oversight.
Accountability for Climate-Related Issues
Beginning in 2023, Glass Lewis included a new discussion on director accountability for climate related issues. In particular, they believe that clear and comprehensive disclosure regarding climate risks, including how they are being mitigated and overseen, should be provided by those companies whose own GHG emissions represent a financially material risk. Accordingly, for companies with material exposure to climate risk stemming from their own operations, they believe they should provide thorough climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
Glass Lewis also believe the boards of these companies should have explicit and clearly defined oversight responsibilities for climate-related issues. As such, in instances where they find either of these disclosures to be absent or significantly lacking, they may recommend voting against responsible directors. While this policy was applied to the largest, most significant emitters in 2023, beginning in 2024, Glass Lewis will apply this policy to FTSE 100 companies operating in industries where the Sustainability Accounting Standards Board (SASB) has determined that companies’ GHG emissions represent a financially material risk.
2024 Benchmark Policy Guidelines — United Kingdom 10 Cyber Risk Oversight
Glass Lewis have expanded their policy on cyber risk oversight to outline their belief that, where a company has been materially impacted by a cyber-attack, shareholders can reasonably expect periodic updates communicating the company’s ongoing process towards resolving and remediating the impact of the attack. In instances where a company has been materially impacted by a cyber-attack, they may recommend against appropriate directors should they find the board’s oversight, response or disclosures concerning cybersecurityrelated issues to be insufficient, or not provided to shareholders.
More information is at 2024-UK-Benchmark-Policy-Guidelines-Glass-Lewis.pdf (glasslewis.com)
