Updated Glass Lewis proxy voting guidelines

Glass Lewis has published its 2024 UK Benchmark Policy Guidelines, which set out the proxy advisor’s views on current market practice and its voting recommendations for AGMs in 2024.

Key changes included in the updated guidelines include:

• Director attendance levels – Whilst Glass Lewis would usually recommend a vote against a director who has failed to attend at least 75% of the board meetings, the guidelines have been amended to clarify that this policy will not apply to directors who have served less than one year on the board or where the company has disclosed that there are exceptional circumstances explaining the absences.
• Cyber risk oversight – Where a company has suffered a material cyber incident, it should provide periodic updates to their shareholders. Glass Lewis may recommend voting against certain directors in the event it concludes that the board’s oversight or response (including disclosure) to a cyber incident were lacking.
• Remuneration – In order to improve alignment between the interests of shareholders and the executives, Glass Lewis considers that companies should put in place in minimum shareholding requirements for executives, to last through their appointment and for a set period thereafter.

Glass Lewis maintains separate Policy Guidelines on Shareholder Proposals and ESG-Related Issues and has published the 2024 update for these guidelines as well. The guidelines are jurisdictionally agnostic and pull together themes for dealing with shareholder proposals and engagement.