Ropes & Gray Series Highlights Updates to Glass Lewis Benchmark Policy Guidelines

In a two-part series, Ropes & Gray discusses ESG-related updates to the Glass Lewis 2024 U.S. Benchmark Policy Guidelines. The first part of the series discusses changes relating to board oversight of ESG matters; while the second part of the series discusses amendments relating to board diversity.

Regarding board oversight of ESG, the Ropes & Gray article notes that Glass Lewis believes “that the board plays an important role in overseeing environmental and social risks… include[ing] climate change, human capital management, diversity, stakeholder relations and health, safety and the environment.” Glass Lewis plans to examine committee charters and governance documents in order to determine whether there is a meaningful level of oversight of and accountability for its material environmental and social impacts. If Glass Lewis is not satisfied with the board’s oversight, the guidelines signal “it may recommend voting against appropriate directors.”

Part Two of the Ropes series discusses changes to the Glass Lewis guidelines on board diversity. The Ropes article notes that “Glass Lewis will carefully review a company’s disclosure of its diversity considerations and may refrain from recommending that shareholders vote against directors when the board has provided a sufficient rationale or plan to address the lack of board diversity…” The same applies to a board’s gender diversity disclosure.

These guidelines are applicable to corporate boards, however, there are likely interesting takeaways for independent fund directors.

Click here to read Part One: Board Oversight of ESG matters.
Click here to read Part Two: Amendments Relating to Board Diversity.
Click here to read the Glass Lewis 2023 Benchmark Policy Guidelines.