Vanguard's Investment Stewardship team has a clear, consistent, and compelling mandate to safeguard and enable long-term investment returns at the companies in which Vanguard-advised funds invest.1
Vanguard’s Investment Stewardship program is carried out by a global team of experienced corporate governance professionals.
Our approach to investment stewardship is based around four pillars of good corporate governance, and focuses on protecting and promoting long-term investment returns for Vanguard-advised funds.
We believe that good corporate governance begins with a company’s board of directors. We seek to understand to what extent board members, who are elected to represent the interests of all shareholders, are suitably independent, capable, and experienced to carry out their duties. We also aim to understand how boards assess and enhance their own effectiveness over time.
We believe that boards should be meaningfully involved in the formation, evolution, and ongoing oversight of strategy. Similarly, we believe that boards should have ongoing oversight of material risks that could impact shareholders and should establish plans to mitigate those risks. We work to understand how boards of directors are involved in strategy formation and evolution, oversee company management and execution of strategy, and identify, govern, and disclose material risks to shareholders’ long-term returns.
We believe that sound pay policies and practices linked to long-term relative company performance can drive long-term shareholder returns. We look for companies to provide clear disclosure about their compensation policies and practices, the board’s oversight of these matters, and how the policies and practices are aligned with shareholders’ long-term returns.
Shareholders have fundamental rights as company owners. We believe that a well-functioning capital markets system requires that companies have in place governance practices and structures that enable shareholders to exercise those rights.
We share our perspectives on corporate governance practices we associate with long-term investment returns for Vanguard-advised funds as well as illustrative examples of how the funds’ proxy voting policies are applied in practice.
We provide regular disclosure of our Investment Stewardship program and proxy voting policies and outcomes to help our investors, portfolio companies, regulators, and other key stakeholders understand the activities we conduct on behalf of the Vanguard-advised funds.
1 Vanguard’s Investment Stewardship program is responsible for administering proxy voting and engagement activities pursuant to the Vanguard-Advised Funds Policy for the quantitative and index equity portfolios advised by Vanguard (together, “Vanguard-advised funds”). This publication describes the proxy voting and engagement activities conducted by Vanguard’s Investment Stewardship program pursuant to the Vanguard-Advised Funds Policy; it does not include (a) votes cast on behalf of investors who, through Vanguard’s Investor Choice program, chose to have their proportionate portfolio holdings in certain index funds voted in accordance with a policy other than the Vanguard-Advised Funds Policy, or (b) proxy voting and engagement activities for externally managed funds conducted by their respective third-party investment advisors. Throughout this document, “we” refers to Vanguard’s Investment Stewardship program and “the funds” refers to Vanguard-advised fund shares voted pursuant to the Vanguard-Advised Funds Policy.
Important information:
All investing is subject to risk, including the possible loss of principal.