This policy sets out Legal & General Investment Management (LGIM)’s expectations of investee companies in the
North American market in terms of corporate governance and outlines how LGIM exercises its votes. This policy
is supplemented by and should be read in conjunction with LGIM’s main Corporate Governance and Responsible
Investment Policy. This provides a full explanation of LGIM’s approach to voting and engaging with companies on
environmental, social and governance (ESG) issues and is available on the website.
Corporate governance practices in the United States have been in transition over the last few years with the Dodd-Frank
Wall Street Reform & Consumer Protection Act (“Dodd-Frank Act”) being signed in July 2010, providing significant
financial and governance reforms. One of the most important was the requirement that companies hold an advisory
vote on executive compensation (“Say on Pay”) at shareholder meetings from January 2011. Further, with the Dodd-
Frank Act prohibiting broker discretionary votes for Say on Pay, a majority vote in support of this resolution was more
difficult for companies to obtain. Along with the Say on Pay vote, companies were able to recommend to shareholders
the frequency that this vote should be on AGM agendas, whether annual, bi-annual or tri-annual. Most companies
recommended an annual Say on Pay vote which LGIM fully supported. Companies are required to table such frequency
votes at least once every six years.
The Dodd-Frank Act also provided The Securities and Exchange Commission (SEC) with the authority to adopt rules
allowing shareholders to submit proxy solicitation materials to companies to nominate director candidates. Despite some
negative comments, in August 2010 the SEC adopted the rule which permitted shareholders who have collectively held
at least 3% of the voting power of a company’s shares continuously for at least three years to nominate up to 25% of a
board’s directors. Such nominees would be included on the company’s ballot and described in its proxy statement.
The SEC’s rule was due to be implemented in November 2010 but following the filing of a lawsuit against the SEC with
arguments that these ownership levels were too high and would disenfranchise individual shareholders except for the
largest institutional shareholders, it was delayed. Finally, in July 2011, the courts decided that the SEC’s proxy access
rule would not be implemented, however, the SEC did lift the delay of a related Dodd-Frank Act rule which would enable
shareholders to put forward their own proxy access proposals at individual companies. Therefore, effective from
September 2011, under certain circumstances, companies can no longer exclude shareholder proposals related to a
director nomination or election process. There have been a number of proposals on proxy access over the last couple
of years, but whether this trend will continue into the future remains unclear, but it is likely that some shareholders will
continue to request proxy access company by company.