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The key updates to BlackRock's 2024 Stewardship Guidelines
BlackRock recently published its EMEA investment stewardship guidelines for the year ahead. Although there are some notable changes, BlackRock remain focused on keeping corporates accountable to ‘good’ governance. BlackRock’s guidelines exhibit a nuanced shift towards the ‘financial’ benefits that good governance can induce, detailing that effective governance should be consistent with “durable long-term financial value creation” and align with “shareholders’ economic interest”. In this article, we highlight some of the key changes you should be aware of:
BlackRock’s focus topics remain unchanged from their 2023 guidelines, with the five broad themes reflective of:
1. Board quality and effectiveness
2. Strategy, purpose, and financial value creation
3. Incentives aligned with financial value creation
4. Climate and natural capital and;
5. Company impacts on people
In a notable change, BlackRock has deleted the specific commitment to proactively engage in promoting sound governance and business practices. The guidelines, however, still underscore the importance of engagement as a tool for maximizing long-term shareholder value.
BlackRock maintains a strong stance on effective corporate governance, emphasizing the board's role in ensuring durable long-term financial value creation. New expectations include clear descriptions of the board's role, committee functions, and increased oversight on director engagement with and oversight of management.
BlackRock provides clarity on assessing directors' tenure during structural changes like mergers or spin-offs. The guidelines emphasize that individual directors' tenures do not automatically reset in such situations, highlighting the need for a balanced approach to continuity and periodic self-assessment.
Directors' time commitments now factor into the considerations for appointing new directors. BlackRock advocates for increased transparency from Nomination Committees on how they assess directors' time commitments, offering shareholders insights into the board's effectiveness.
BlackRock reaffirms its commitment to gender diversity, considering only shareholder-elected board members in gender representation calculations. The guidelines also stress the importance of an appropriate number of directors from under-represented genders, aligning with local market practices.
In a notable change, BlackRock now considers directors representing a shareholder with a shareholding over 10% as non-independent. This move aims to ensure a higher level of independence and unbiased decision-making within the board.
BlackRock adjusts its language on benchmarking for fixed remuneration, advocating for it to be a frame of reference rather than a negotiation starting point. The guidelines continue to stress the link between remuneration and long-term financial value creation.
BlackRock encourages companies to align their reporting with the International Sustainability Standards Board (ISSB) recommendations, signaling a move towards standardized reporting. The guidelines acknowledge the phased approach companies may take in aligning with ISSB standards.
Companies heavily reliant on natural capital or exposed to nature-related risks in their supply chains now face explicit expectations from BlackRock. The guidelines call for disclosures on how companies manage and measure their impact on natural capital, integrating these considerations into their overall strategy.
BlackRock expects companies proposing reincorporation to provide a strong rationale for such changes. This underscores the importance of transparent communication with shareholders regarding corporate structure decisions.
BlackRock now asks companies to disclose the names of proponents or organizations submitting shareholder proposals. The guidelines also provide clarity on BlackRock's voting approach, emphasizing that support for a proposal does not necessarily endorse every element, allowing for a nuanced evaluation aligned with clients' long-term financial interests.
BlackRock has streamlined its approach by removing country-specific guidelines on equity issuance requests, opting for a global standard. The shift encourages companies to focus on market-level guidance for share capital requests, promoting consistency across regions.
In conclusion, BlackRock's revised guidelines reflect a proactive approach to adapting corporate governance practices in response to evolving market dynamics. Investors, board secretaries, and ESG managers are encouraged to leverage these guidelines as a strategic tool for navigating the complexities of responsible investing and corporate governance in the years to come.
