In March 1982, the Board established the Proxy Committee to carry out the SBI’s voting responsibilities. As a stockholder, the State Board of Investment (SBI) is entitled to participate in corporate annual meetings through direct attendance or by casting its votes by proxy. Through proxy voting, the Board directs company representatives to vote its shares in a particular way on resolutions under consideration at annual meetings. Many of these proxy votes are on proposals concerning material ESG issues related to subjects such as board of directors, audits, executive compensation, climate change, diversity, opioids and other ESG related risks. In effect, as a shareholder the SBI can participate in shaping corporate policies and practices.
Each Board member has one designee on the Proxy Committee. The current membership is:
- Karl Procaccini - Governor’s designee
- Ramona Advani - State Auditor’s designee
- Bibi Black - Secretary of State’s designee
- Luz Frias - Attorney General’s designee
The Board recognizes its fiduciary responsibility to cast votes on proxy issues. Except for the shares held by the international managers, the SBI does not delegate the duty to its external investment managers. Rather, the SBI actively votes all shares in accordance with the Proxy Voting Guidelines approved by the Board and reviewed its Proxy Committee.
In accordance with the Proxy Voting Guidelines approved by the Board and precedents established by the Committee, SBI staff votes the proxies of all U.S. companies for which the SBI is entitled a vote. When a proposal is not covered by the Proxy Voting Guidelines, it is added as a voting item to the agenda of the next Proxy Committee meeting. SBI staff and the SBI Proxy committee use research material provided by Glass Lewis to gain a better understanding of many proposals but do not rely on the voting recommendations provided by Glass Lewis. Glass Lewis compiles large amounts of disparate data to make researching ballot items more efficient. Proxy advisory services are integral to the SBI’s ability to conduct due diligence on companies and proxy ballot items.