SSGA released its updated Global Proxy Voting and Engagement guidelines that consolidates its approach to stewardship in 2024, effective for voting decisions as of March 26, 2024. Key changes to its policy are discussed below.

Global Policy Approach

New for 2024, SSGA revised its prior approach of implementing separate regional policies by combining them into a singular Global Proxy Voting and Engagement Policy. SSGA’s intention is to centralize its stewardship policies by consolidating the format for its clients and investee companies, enabling them to readily find the information they seek within a single policy document. The revised policy notes the provisions which are only applicable to specific regions and includes SSGA’s expectations for disclosure and considerations for voting and engagement on thematic ESG-related topics such as climate and diversity. SSGA, which previously provided its insights on such ESG-related topics via the issuance of various position papers, has revised its approach for 2024 to include this information within its Global Proxy Voting and Engagement Policy as part of its annual update to its voting guidelines.

Director Commitments

Per its prior notification in March 2023, SSGA has implemented a material change relating to expectations of disclosure on Director Time Commitments for S&P 500 companies. This change may impact how SSGA votes on S&P 500 company directors in 2024.

SSGA’s revised policy on Director Time Commitments includes an expectation for S&P 500 companies to adhere to two key criteria related to disclosure:

SSGA expects that a company publicly disclose its director time commitment policy (e.g., within corporate governance guidelines, proxy statement, company website), providing:

  • A description of the annual review process undertaken by the nominating committee to evaluate director time commitments.
  • Numerical limit(s) on public company board seat(s) the company’s directors can serve on.

For companies in the S&P 500, SSGA may vote against the nominating committee chair at companies that do not publicly disclose a policy compliant with the above criteria, or do not commit to doing so within a reasonable timeframe.
For other companies in the United States (ex-S&P 500) that do not publicly disclose a policy compliant with the above criteria, SSGA will continue to consider the number of outside board directorships that the company’s non-executive and executive directors may undertake per its existing policy:
SSGA may take voting action against a director who exceeds the number of board mandates listed below:

  • Named Executive Officers (NEOs) of a public company who sit on more than two public company boards.
  • Non-executive board chairs or lead independent directors who sit on more than three public company boards.
  • Non-executive directors who sit on more than four public company boards.

If a director is imminently leaving a board and the departure is disclosed in a written, time-bound, and publicly available manner, SSGA may consider waiving its withhold vote when evaluating the director for excessive time commitments.

Georgeson Perspective

SSGA’s update directed towards companies in the S&P 500 appears to shift the focus from numerical limits and targeted votes on overboarded directors to emphasizing the importance of a board’s processes and disclosure of its own company specific policy on director commitments.

  • A significant impact seems probable based on an approximate 20 percent of S&P 500 companies that do not currently disclose numerical limits.
  • While the update for 2024 is likely to have an immediate voting impact limited to S&P 500 companies, there is potential for SSGA to consider expanding the scope to an extended range of companies in the future.
  • Companies that did not receive previous adverse voting from SSGA based upon its prior policy (no overboarded directors per numerical limits), are now vulnerable to targeted voting against the nominating committee chair if they do not comply with the criteria of the new policy.
  • Companies may wish to focus on evolving and developing policy, processes, and disclosure, rather than providing specific rationale for individual director time commitments.
  • This update aligns with an overall investor trend of not telling companies what to do (being overly prescriptive), while focusing more on decision-useful disclosure to enable investors to evaluate a board’s ability to provide effective oversight of material ESG-related risks.
  • SSGA’s expectation for disclosure pertaining to an annual review process provides an opportunity for companies to implement improvements to strategy and maximize board effectiveness.
  • Based on SSGA’s 2024 update and prior year signaling of its expectations for companies to consider establishing and refining a director commitment policy, companies should anticipate and prepare for engagement on this topic accordingly.


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This notice is provided by Georgeson for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Georgeson is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Georgeson nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject.