As part of the SBA’s mission to invest, manage and safeguard the assets of its various mandates, the SBA plays a vital role in supporting initiatives to ensure that public companies meet high standards of independent and ethical corporate governance. The SBA acts as a strong advocate on behalf of FRS members and beneficiaries, retirees and other clients to strengthen shareowner rights and promote leading corporate governance practices at U.S. and international companies in which the SBA holds stock. The SBA’s corporate governance activities are focused on enhancing share value and ensuring that public companies are accountable to their shareowners, with independent boards of directors, transparent disclosure, accurate financial reporting, ethical business practices and policies that protect and enhance the value of SBA investments.

During fiscal year 2019, SBA staff cast votes at 11,341 companies worldwide, voting on ballot items including director elections, audit firm ratification, executive compensation plans, mergers & acquisitions, and a variety of other management and shareowner proposals. Voting levels in fiscal year 2019 rose by 2.9% over last year. These votes involved 106,793 distinct voting items—voting 79.4% “For’’ and 18.4% “Against”, with the remaining 2.2% involving abstentions. Of all votes cast, 19.3 percent were “Against” the management-recommended-vote. SBA proxy voting was conducted across 80 countries, with the top ten countries comprised of the United States (2,875 votes), Japan (1,386), China/Taiwan (1,092), India (649), South Korea (599), United Kingdom (411), Cayman Islands (337), Canada (336), and Brazil (203). The SBA actively engages portfolio companies throughout the year, addressing corporate governance concerns and seeking opportunities to improve alignment with the interests of our beneficiaries. Highlights from the 2019 proxy season included an increased focus on human capital issues (such as workforce diversity and employment practices), continued dissent on compensation plans (primarily in U.S. markets), and an overall decline in the number of environmentally-related proposals.