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 2019-20, SBA staff cast votes at 10,412 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. These votes involved 101,801 distinct voting items—voting 80.2% “For’’ and 17.2% “Against”, with the remaining 2.6% involving abstentions. Of all votes cast, 17.9 percent were “Against” the management-recommended-vote. SBA proxy voting was conducted across 79 countries, with the top five countries comprised of the United States (2,787 votes), Japan (1,298), China (1,246), India (542), and South Korea (320). 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 2020 proxy season included the continued focus on the lack of board gender diversity, rising support for proposals requesting an independent board chair, and median say-on-pay support levels dropping to their lowest levels ever recorded.