The Proxy Voting Guidelines (Guidelines) were adopted on September 15, 2016, revised on March 17, 2022 and they set forth the District of Columbia Retirement Board's (DCRB) policies for proxy voting at investment portfolio companies. Proxy voting, as with all stockholder rights, is a significant and valuable asset, which must be managed prudently for the exclusive benefit of the participants and beneficiaries. The two basic fiduciary requirements under common law are the duty of loyalty and the duty of care. In order to fulfill these requirements, in the context of proxy voting, fiduciaries must carefully consider the implications of proxy proposals, analyze the issues presented for shareholder vote and, ultimately, cast those votes in the best interest of plan participants and beneficiaries.
The Guidelines address many of the key areas of governance which are typically raised as voting items by management and shareholders. They are not, however, designed to be exhaustive or a substitute for the necessary careful evaluation of each proxy proposal. DCRB retains Institutional Shareholder Services (ISS) to assist with proxy voting responsibilities. Issues not expressly addressed in these Guidelines will be reviewed in a manner consistent with the principles of protecting shareholder rights and maximizing value for plan participants and beneficiaries and in accordance with the Proxy Voting Agent’s U.S. and international (non-U.S.) benchmark guidelines.
The Guidelines shall be applied to the greatest extent possible in non-U.S. markets, taking into account regulatory and legal regimes, local corporate governance codes, disclosure requirements, and market best practices. DCRB recognizes that a company's environmental, social and governance (“ESG”) practices may have a significant impact on the value of the company and, therefore, these factors and DCRB’s ESG Policy Statement are additional inputs taken into consideration when voting.
DCRB has delegated to its external investment managers (Managers) the authority to execute and vote all proxies. Managers are to review all proxy issues on a case-by-case basis and vote all proxies according to the Guidelines. The Guidelines are intended to direct Managers in proxy voting as to exercise shareholder rights in the best interests of DCRB plan participants and beneficiaries.
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