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Proxy Advisory Firm or Institutional Shareholder
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Board Diversity Guidelines
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Disclosure Guidelines
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ISS
(Updated February 2025)
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Indefinitely halted consideration of gender and racial and/or ethnic diversity of a company’s board.
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No specific policies regarding the disclosure of board members’ self-identified personal characteristics.
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Glass Lewis
(Last Updated November 2024 – Update expected on March 3, 2025)
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Generally recommend voting against the chair of the nominating committee of a board that is not at least 30 percent gender diverse, or all members of the nominating committee of a board with no gender diverse directors, at companies within the Russell 3000 index, subject to certain exceptions. For companies outside the Russell 3000 index, the policy requires a minimum of one gender diverse director.
Generally recommend against the chair of the nominating committee of a board with fewer than one director from an underrepresented community on the board at companies within the Russell 1000 index, subject to certain exceptions.
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Expects disclosure regarding: (i) the board’s current percentage of racial/ethnic diversity; (ii) whether the board’s definition of diversity explicitly includes gender and/or race/ethnicity; (iii) whether the board has adopted a policy requiring women and minorities to be included in the initial pool of candidates when selecting new director nominees. At companies in the Russell 1000 index that have not provided any disclosure in any of the above categories, will generally recommend voting against the chair of the nominating and/or governance committee. Further, when companies in the Russell 1000 index have not provided any disclosure of individual or aggregate racial/ethnic minority board demographic information, will generally recommend voting against the chair of the nominating and/or governance committee.
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BlackRock
(Updated December 2024)
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BlackRock takes a case-by-case approach in assessing board composition, based on a company’s board size, business model, strategy, location and market capitalization. BlackRock looks for companies to explain how their approach to board composition supports the company’s governance practices.
BlackRock notes that more than 98% of S&P 500 companies have diverse representation of 30% or greater, and to the extent an S&P 500 company board is an outlier and does not have a mix of professional and personal characteristics that is comparable to market norms, BlackRock may vote on a case-by-case basis against members of the nominating/governance committee. BlackRock recognizes that companies with smaller market capitalizations and in certain sectors may face more challenges in nominating directors from different backgrounds. Amongst such companies, BlackRock looks for a relevant mix of professional and personal characteristics.
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No specific policies regarding the disclosure of board members’ self-identified personal characteristics.
Expects boards to disclose (1) how candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors’ networks are engaged to identify and/or assess candidates, and (2) how diversity, including professional and personal characteristics, is considered in board composition, given the company’s long-term strategy and business model.
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Fidelity
(Last Updated October 2024)
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Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if (1) there is no gender diversity on the board, or if a board of ten or more members has fewer than two gender diverse directors, or (2) there are no racially or ethnically diverse directors on the board.
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No specific policies regarding the disclosure of board members’ self-identified personal characteristics.
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State Street
(Last Updated March 2024)
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Expects boards of all listed companies to have at least one female board member. If a company does not meet the applicable expectation for three consecutive years, State Street may vote against all incumbent members of the nominating committee or those persons deemed responsible for the nomination process.
In addition, expect the boards of companies in the following indices to be composed of at least 30-percent female directors: Russell 3000, TSX, FTSE 350, STOXX 600, ASX 300. If a company does not meet the applicable expectation, State Street may vote against the chair of the board’s nominating committee or the board leader in the absence of a nominating committee, subject to certain exceptions.
May withhold support from the chair of the nominating committee when a company in the S&P 500 or FTSE 100 does not have at least one director from an underrepresented racial/ethnic community on its board, subject to certain exceptions.
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Expects disclosure of board diversity characteristics, including racial, ethnic, and gender makeup (at minimum) of the board of directors.
Expects companies to articulate goals and strategy related to diverse representation at the board (including race, ethnicity, and gender, at minimum), including how the board reflects the diversity of the company’s workforce, community, customers, and other key stakeholders.
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Vanguard
(Updated January 2025)
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No specific objectives or minimum thresholds, but look for boards to be “fit for purpose” by reflecting sufficient breadth of skills, experience, perspective, and personal characteristics (such as age, gender, and/or race/ethnicity) resulting in cognitive diversity that enables effective, independent oversight on behalf of all shareholders.
Vanguard looks for a board’s composition to comply with requirements set by relevant market-specific governance frameworks (e.g., listing standards, governance codes, laws, regulations, etc.) and to be consistent with market norms in the markets in which the company is listed. To the extent that a board’s composition is inconsistent with such requirements or differs from prevailing market norms, the funds look for the board’s rationale for such differences (and any anticipated actions) to be explained in the company’s public disclosures.
May vote against the nomination/governance committee chair if, based on research and/or engagement, a company’s board composition and/or related disclosure is inconsistent with relevant market-specific governance frameworks or market norms.
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No specific policies regarding the disclosure of board members’ self-identified personal characteristics.
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