Glass Lewis announces 2025 Benchmark Corporate Governance Policy Guidelines

Glass Lewis, the corporate governance solutions provider, has released its 2025 Proxy Voting Guidelines, with significant changes to Board-Level Diversity, Composition, and Oversight of AI. These guidelines enable institutional investors and publicly listed companies to make informed decisions about their senior management and approach to Corporate Social Responsibility (CSR).

Key Changes Include:

• Director Tenure: If the tenure of the chair of the board has exceeded nine years, Glass Lewis will review the position on a case-by-case basis, as opposed to the previous policy, which recommended against re-election based on tenure alone.
• Board-Level Diversity: In the absence of a compelling reason, if a Main Market company has failed to appoint at least two gender diverse directors, or if a FTSE 250 company has failed to appoint at least one director from an ethnic minority background, Glass Lewis will recommend against re-election of the nomination committee chair.
• AI: Glass Lewis has also kept up with the rapid expansion of AI. There must be Board Oversight of AI, and if this oversight is insufficient and results in material harm to shareholders, Glass Lewis may recommend that shareholders vote against the re-election of accountable directors.
• The Format of Shareholder Meetings: The 2025 recommendation is that shareholders vote against the re-election of accountable directors or other matters up for vote if the board fails to address their concerns about the format of Virtual Shareholder Meetings.
• Voting Structure: When a board adopts a multi-class share structure in connection with an IPO, spin-off, or direct listing, and a share class with superior rights is unlisted, Glass Lewis will recommend voting against, for example, the chair of the governance committee. This recommendation is unless the board has either (i) committed to submitting the new structure to a shareholder vote at the first meeting following, or (ii) provided a reasonable sunset of the structure (generally, no more than 7 years).
• Pension Contributions: Executive director contribution rates must not exceed the pension contribution rates applicable to most of the workers.
• New Executive Salary: If a new executive has a higher salary than their predecessor, the remuneration committee should disclose the rationale for this.
• Conflicts of Interest: Senior directors should be held accountable if they had oversight of related party transactions which were ‘particularly egregious’ transactions and posed a risk to shareholders’ interests.

Glass Lewis has also updated its proxy voting guidelines regarding Dilution Limits and Special Purpose Acquisition Companies, among other things. To read more about these updates, see the full 2025 UK Proxy Voting Policy Guidelines here.

ECM, ESG and Corporate Governance at Edwin Coe

Our equity capital markets team has considerable experience in advising listed and privately held companies as well as their advisers on the full spectrum of corporate governance issues. If you or your business require any assistance with corporate governance matters, please do not hesitate to contact Daniel Bellau, or any other member of the Corporate team.

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