Glass Lewis has updated its proxy voting guidelines for the U.S., Canada, U.K., and continental Europe, relating to climate disclosures, board diversity, and remuneration.

Environmental and social issues

Glass Lewis may recommend voting against Russell 1000 and S&P/TSX Composite governance committee chairs in instances when the company is deemed to have failed to provide “explicit disclosure” concerning board oversight of environmental and social issues.

Companies in all regions with material exposure to climate risks will be expected to provide “thorough climate-related disclosures” in line with the Task Force on Climate-related Financial Disclosures (TCFD).

Board diversity

Starting in 2023, the proxy adviser will complete its transition from a fixed numerical approach to a percentage-based approach for board gender diversity, recommending votes against Russell 3000 nominating committee chairs for boards featuring less than 30% gender diversity.

Glass Lewis will also recommend voting against the nominating committee chair of any Russell 1000 board with fewer than one director from an underrepresented community – in terms of race, LGBT status or gender identity – on the board.

Starting in 2023, the proxy adviser has also “codified” its approach to proposals requesting racial equity or civil rights audits at companies in all regions. After assessing company operations, existing disclosure, and relevant controversies, Glass Lewis will generally favor such proposals, it revealed.


Glass Lewis has revised the minimum percentage of the long-term incentive grant that should be performance-based, from 33% up to 50% for all regions. The adviser added that it may refrain from a negative recommendation in the absence of other significant issues with the program’s design or operation.

Voting and governance

In its updated U.K. and Canadian policies, Glass Lewis extended its external commitments guidelines to outline cases where it believes a director may be overcommitted. Directors will now be considered overcommitted while serving as an executive director and serving on more than one additional external public company board, or when serving as a non-executive director on more than five public company boards.

For all regions, Glass Lewis argued that companies should provide clear disclosure in their proxy statements concerning the identity of the proponent of any shareholder proposals that may be going to a vote, adding that it would recommend voting against the governance committee chair if this is not provided.

Glass Lewis will recommend voting against governance committee chairs at companies listed on a major European blue-chip or mid-cap index that fail to disclose vote results from their previous annual meeting.

Multi-class share structures

Beginning in 2023, Glass Lewis will recommend voting against governance committee chairs, a representative of the major shareholder, or another relevant proposal at European-listed companies with a multi-class share structure and unequal voting rights without “a reasonable sunset” – generally seven years or less.

The adviser may also recommend voting against the governance committee chair in cases where the company has been unresponsive to minority shareholder concerns relating to its multi-class structure.

Cybersecurity risk

For the U.S. and Canada, the proxy adviser has also opened a new discussion on its approach to cyber risk oversight, stating that it would “closely evaluate” a company’s disclosure in instances where cyber-attacks have caused “significant harm to shareholders” and may recommend against appropriate directors, should it find such disclosure to be insufficient.