Corporate Governance

 

The New York State Common Retirement Fund’s Corporate Governance Bureau helps ensure the retirement security of the New York State and Local Retirement System’s 1.2 million members, retirees, and beneficiaries by helping portfolio companies manage risk and generate long-term value. 

The Bureau does this by promoting best practices, encouraging effective oversight, and integrating environmental, social and governance (ESG) factors into the Fund’s investment process.

Consistent with his fiduciary duty, Comptroller DiNapoli uses his voice as a major investor to identify and mitigate risk, and improve corporate policies and practices by:

  • Communicating directly with corporations through letters and meetings;
  • Filing shareholder proposals asking corporate boards to address specific issues;
  • Voting on board directors and shareholder proposals at companies’ annual meetings; 
  • Supporting public policies that promote the overall stability, transparency, and efficient functioning of financial markets and the economy; and
  • Engaging the Fund’s investment managers to assess the full scope of investment risks and opportunities.

To contact the Fund’s Corporate Governance Bureau, email [email protected].

Climate Change & Environmental Sustainability

Climate change poses risks to the economy, financial markets, and the Fund’s investments. Managing these risks is integral to protecting the Fund’s investments. Also, capitalizing on the opportunities that arise from the transition to a net-zero economy is similarly critical to ensuring that the Fund is best-positioned for market changes stemming from the transition. The Fund has set bold targets and has made progress in achieving them. As we continue to work toward net-zero and address both specific and systemic climate risks to our portfolio, the Fund will keep focusing on long-term climate resilience in line with fiduciary duty.

To learn more about the Comptroller’s efforts to address climate risk and invest in climate solutions, see Leading the Way on Climate Investment.

Diversity, Equity & Inclusion

Diversity, equality, and inclusiveness are fundamental values of companies with sound, sustainable and profitable long-term strategies. Companies are increasingly recognizing that fostering a diverse workforce, promoting equity, and ensuring inclusion are critical drivers of business success. Failure to establish robust DEI policies and practices can result in reputational damage, talent attrition, and hindered innovation. Investors now view DEI as indicative of a company’s adaptability to societal shifts and its potential to weather emerging social challenges. Moreover, companies with diverse teams are better equipped to understand a broad range of perspectives, which can lead to more informed decision-making and a competitive edge in an evolving global marketplace.

Recent Highlights:
Workforce Management

A company’s value is intrinsically tied to its many stakeholders including investors, employees, customers, suppliers, creditors, regulatory agencies, and the communities in which business is conducted. Effective board oversight of these key relationships, along with the risks and opportunities associated with them, is critical to long-term shareholder value. The Fund’s stewardship of workforce management issues is based on the core principle that companies that establish and maintain constructive relationships with their workers are sustainable and profitable in the long term.  

Recent Highlights:
Fundamental Governance and Accountability

Sound governance and responsible business practices are imperative for a company's resilience during periods of uncertainty. These foundational principles directly influence a company's overall performance and stakeholder trust. It is essential that companies maintain autonomous boards composed of diverse, well-qualified directors who engage in rigorous management and risk supervision. These directors are entrusted with guaranteeing transparency and accountability, and they bear the responsibility of establishing fair compensation frameworks across the workforce. These structures should incentivize exceptional performance and the sustained creation of shareholder value over the long term.

Recent Highlights: 

For more information, see the New York State Common Retirement Fund's 2024 Stewardship Priorities & Proxy Voting Guideline updates.

Proxy Voting

The Fund votes by proxy on all director nominees, advisory votes, and shareholder proposals at annual and special meetings for each of the domestic companies in the Fund’s public equity portfolio, as well as those of select non-U.S. companies. During the 2023 Proxy Season (calendar year 2023), the Fund cast 30,915 votes on ballot items at 3,235 company meetings. 

Voting decisions are made independently by the Fund based on standards in its Proxy Voting Guidelines. Voting is an important fiduciary obligation.

2024 Proxy Vote Announcements

CompanyMeeting DateVote Decision and Reasoning

Tesla6/13/2024. 

Against all Board Nominees, Redomestication to Texas, Executive Compensation, and stock option award to Elon Musk.

The Board has failed to provide adequate oversight over management; Delaware incorporation provides benefits for both companies and shareholders; concerns remain regarding the company's executive compensation plan and the 2018 stock option award to Elon Musk.

Netflix, Inc.6/6/2024. 

Against Compensation Committee Members and Executive Compensation

Ongoing concerns with overall pay structure and high total compensation.

Paramount Global6/4/2024. 

Against Compensation Committee Members

Ongoing executive compensation concerns, including pay for performance disconnect.

General Motors Company6/4/2024. 

Against all Executive Compensation Committee Members and Executive Compensation

For significant disconnect between pay and performance, insufficient disclosure of performance goals for long-term incentives and concerns regarding target goal setting for short-term incentives.

Walmart, Inc.6/4/2024. 

Against all incumbent Executive Compensation Committee Members and Executive Compensation

Ongoing executive compensation concerns, including a disconnect between pay and performance.

Warner Bros. Discovery, Inc.6/3/2024. 

Against Compensation Committee Members and Executive Compensation

Ongoing concerns with executive compensation practices, including high total compensation despite declining financial performance and the questionable decision to exclude the impacts of the 2023 WGA and SAG-AFTRA strikes which increased compensation for executives.

Dollar General Corporation5/29/2024. 

Against all Compensation and Human Capital Management Committee Members and Executive Compensation

For ongoing concerns with executive compensation pay practices, including most recently, a “rehire” equity grant and substantial perquisites for personal use of corporate aircraft awarded to the CEO.

Meta Platforms Inc.5/29/2024. 

Against All Incumbent Directors

Failure to provide adequate oversight of the company's content management practices. Failure to disclose a plan to implement shareholder proposals that received majority support from outside shareholders.

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For Shareholder Proposal Regarding Targets and Report on Child Safety Impacts

Adoption of metrics may help the Company mitigate risks associated child safety as the company has not demonstrated issues around child safety have been appropriately managed.

Amazon.com Inc.5/22/2024. 

Against all Leadership Development and Compensation Committee members

Ongoing concerns regarding the lack of oversight by the board of workforce issues that threaten both the well-being of employees and the long-term value of the company; the committee was unresponsive to shareholder engagement. Failure to address ongoing executive compensation concerns.

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Against Executive Compensation Plan

The Board's response to last year's low say-on-pay vote was inadequate; disconnect between pay and performance.

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For Shareholder Proposal Requesting a Report on Working Condition & Shareholder Proposal Requesting a Third-Party Assessment of Freedom of Association

Both requests would assist management and the Board in managing ongoing concerns involving worker safety and labor rights.

Southern Company5/22/2024. 

For Shareholder Proposal Regarding Disclosing Short-, Medium-, and Long-term Operational GHG Targets

Southern's existing GHG targets are inadequate to align with a 1.5C pathway. Setting robust operational GHG targets is critical for the company to address climate risks.

The Boeing Company5/17/2024. 

Against Long-Tenured Directors

Against directors long tenured directors Calhoun, Good and Bradway for failing to exercise sufficient oversight of management strategy, safety and corporate culture.

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Against Executive Compensation Plan

Executive compensation plan increased total CEO pay despite the Alaska Air incident and compensation committee approved a sizable special equity award to the CEO.

Wells Fargo & Co.4/30/2024. 

Against all incumbent Board Nominees and Executive Compensation

The Board failed to implement the Fund's majority-supported shareholder proposal seeking information on how the company is preventing workplace harassment and discrimination. In addition, concerns remain regarding the company's Fed imposed asset cap and executive compensation plan.

Broadcom Inc.4/22/2024. 

Against all incumbent Compensation Committee members and Executive Compensation

The Compensation Committee has failed to make sufficient changes to the executive compensation plan, which received only 32% support in 2023. In addition to insufficient response to the prior year failed Say on Pay vote, ongoing pay practice concerns include a disconnect between pay and performance, use of front-loaded equity awards and internal pay inequity.

Starbucks Corporation3/13/2024. 

Against all incumbent Compensation and Management Development Committee members 

Failed to appropriately manage and address numerous ESG risks, including lack of oversight of workforce management issues and failure to uphold the company’s corporate policies on human rights and freedom of association.

Prior Year Proxy Votes

2023 | 2022202120202019 | 2018 | 201720162015

Manager Engagement

The Comptroller’s Program also evaluates the ESG policies and practices of the Fund’s investment managers to assess their approach and commitment to ESG. As part of the due diligence process, the Fund completes an ESG scorecard for every proposed investment. 

For more information, see the New York State Common Retirement Fund's ESG Strategy.

Corporate Governance Stewardship Reports

2023 | 2022202120202019 | 2018 | 2017