Proxy Voting and Governance

Introduction to BNY Mellon’s Proxy Voting and Governance Committee.

The BNY Mellon Proxy Voting and Governance Committee (the “Committee”) consists of representatives from certain investment advisory, banking, trust company, and other fiduciary business units (each, a “Member Firm”) affiliated with The Bank of New York Mellon Corporation (“BNY Mellon”).  The Member Firms include:

BNY Mellon Investment Management:
Alcentra NY, LLC
The Bank of New York Mellon
Mellon Investments Corporation
BNY Mellon Investment Adviser, Inc.
Lockwood Advisors, Inc.
MBSC Securities Corporation

BNY Mellon Wealth Management:
BNY Mellon, National Association
BNY Mellon Trust of Delaware

Typically, as part of the fiduciary relationship between an investment management client and a Member Firm, the client delegates its right to exercise voting authority in connection with the securities being managed by the Member Firm for that client.  The Member Firm, in exercising those voting rights on behalf of the client, does so with the guidance and assistance of the Committee.  Voting rights are most commonly exercised by casting votes by proxy at shareholder meetings on matters that have been submitted to shareholders for approval. 

The Committee functions within BNY Mellon’s fiduciary business framework as a sub-Committee of BNY Mellon’s Investment Management Risk Committee (“IMRC”).  As part of its oversight responsibilities, the IMRC monitors the activities of the Committee and reviews and assists the Committee from time to time with respect to the establishment and implementation of the Committee’s proxy voting guidelines (see below) and practices. 

Certain investment advisers or other fiduciary business units of BNY Mellon are not part of the Committee, and those businesses have established separate voting practices and procedures in connection with the voting activities they undertake on behalf of their fiduciary clients.  For example, information concerning the Committee and the Voting Guidelines do not represent the views of Insight Investment, Newton Investment Management or Walter Scott & Partners Limited, and it is possible that the votes cast by any of these firms with respect to a proposal could be different than the voting of the Committee’s Member Firms on that same proposal. 

Click on a link below for more information about the Committee.


The Committee seeks to vote on proxies of non-U.S. companies through application of the Voting Guidelines.


Voting Guidelines

The Committee seeks to make proxy voting decisions that are in the best interest of the clients of its Member Firms.



Summaries of how the BNY Mellon Voting and Governance Policy Committee (the "Committee") generally views certain matters that are brought before the Committee.


The Committee has retained the services of two independent proxy advisors ("Proxy Advisors") to provide the Committee with comprehensive research, analysis and voting recommendations.

Managing Conflicts

It is the policy of the Committee to make proxy voting decisions that are solely in the best long-term economic interests of the clients of its Member Firms.


If public company issuers or their senior management have questions.