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On Wednesday, the SEC issued guidance to investment advisers about the contours of their fiduciary responsibility when voting proxies on behalf of their clients. SEC Commissioner Elad Roisman summarized the SEC’s view: “Advisers who vote proxies must do so in a manner consistent with their fiduciary obligations and, to the extent they rely on voting advice from proxy advisory firms they must take reasonable steps to ensure the use of that advice is consistent with their fiduciary duties.” Today, we offer the 10 most significant investment adviser proxy voting requirements.
The 10 Most Significant Investment Adviser Proxy Voting Requirements
- Fiduciary Responsibility. Proxy voting is part of an investment adviser’s fiduciary responsibility, which requires the adviser to vote proxies in the best interest of every client based on a reasonable understanding of the client’s objectives.
- Implied Duty. If the agreement with a client does not otherwise limit an adviser’s proxy voting obligations, the adviser has the implied duty to vote proxies on behalf of the client.
- Consider Cost of Voting. An adviser may refrain from voting if it would be in the best interest of the client (e.g. voting would impose unnecessary costs on the client.)
- Policies and Procedures. Advisers must adopt, implement, and test policies and procedures to ensure that the firm votes proxies in the best interest of its clients.
- Can’t Outsource Liability. Hiring a third party proxy firm does not relieve an adviser of its fiduciary obligations to ensure every vote is cast in the best interest of clients.
- Reasonable Investigation. Advisers must conduct a reasonable investigation into matters on which the adviser votes, whether or not delegated to a proxy voting firm.
- Client-Specific Policies. Advisers should scrutinize whether applying the same voting policy to all clients, regardless of size or type, would satisfy the fiduciary responsibility and consider client-specific policies.
- Corporate Actions. Significant events (e.g. corporate events, contested director elections) require a more detailed analysis than more routine events.
- Service Provider Oversight. Advisers must conduct a detailed initial and ongoing due diligence of third party proxy advisory firms that includes an investigation into staffing, policies and procedures, technology, and methodologies.
- Obligation to Update. The adviser should require the proxy advisory firm to update the adviser regarding any relevant business changes.