Corporate Governance Research and Proxy Voting Services

The Vendor is required to provide certain Corporate Governance Research and Proxy Voting services for the Agency.
- Corporate Governance Research including (a) company-specific analysis, (b) advisory voting recommendations, and (c) general research on environmental, social, and governance (ESG) research as well as other corporate governance matters; and
- Proxy Voting Agent and Consulting Services including (a) proxy vote execution, (b) accessible online database and reporting, and (c) assistance in the development and implementation of proxy voting rules based on the System’s custom proxy voting guidelines.
- Research based on an adequate and well communicated set of governance principles, proxy voting policies, and an analytical framework covering corporate finance and governance issues;
- Complete coverage of all publicly traded equity investments, providing in-depth, high quality company research for all companies in which the System owns equity interests;
- Ability for Agency staff to communicate directly with research analysts and others involved with corporate governance research, in order to discuss individual company circumstances as well as broad policy methodology;
- Research and ongoing development of topical research and white papers on various corporate governance issues, with a focus on empirical analysis and review of current academic and industry studies and reports.
- A turn-key proxy voting system enabling the Agency to access all proxy ballots, offering both company level and summary reporting capability.
- A voting system with reporting capabilities that include generating reports based on account, account group, date range, voted/unvoted ballots, company, shareowner proposal classification, vote recommendation, and/or individual ballot items, allow reasonable statistical analysis, and are available on a timely basis.
- Adequate integration of research recommendations with proxy ballots, allowing the Agency to easily and efficiently evaluate individual proxy votes and make voting decisions online.
- A voting system with capabilities to manage operational challenges in non-country capital markets, such as illiquidity due to share-blocking provisions, split votes, and various sub-custodian limitations in the proxy voting chain.
- A voting system with the ability to manage preferred stock, warrants, debt holdings and other special voting requirements.
- A voting system that is regularly audited, and reconciliation conducted periodically to ensure that votes for all vote-eligible securities are appropriately cast in accordance with the System’s custom proxy voting guidelines.
- An annual review (or more frequently as needed) of the System’s custom proxy voting guidelines with accompanying proxy voting policy change recommendations.
- Presentation services to the Corporate Governance and Securities Litigation Committee on various corporate governance topics or policy change recommendations, as necessary and upon the Agency’s request.