BlackRock Governance Guidelines

Newly updated proxy voting guidelines from the prominent asset management firm BlackRock can provide the health system governance committee with a useful and informed perspective on trends in boardroom practices.

The voting guidelines are intended to set forth how BlackRock makes proxy voting decisions, and to share its views about corporate governance. The 2018 guidelines contain a series of elements that may be noteworthy to hospitals and health systems.

These include (i) a more stringent view on director independence; (ii) failure to exercise oversight with regards to accounting practices or audit oversight; (iii) the role of the compensation committee in periods when executive compensation appears excessive when compared to peers; and (iv) the performance of the governance committee chair where the board is not composed of a majority of independent directors.