Voting Guidelines

The Committee seeks to make proxy voting decisions that are in the best interest of the clients of its Member Firms.  For this purpose, the Committee has established detailed, pre-determined, written proxy voting guidelines for specific types of proposals and matters commonly submitted to shareholders (“Voting Guidelines”).  These Voting Guidelines are designed to assist with voting decisions which over time will result in maximizing the economic value of the securities of companies held in client accounts.  The Committee believes that this approach is consistent with the fiduciary obligations of its Member Firms and with the published positions of applicable regulators with an interest in such matters (e.g., the U.S. Securities and Exchange Commission and the U.S. Department of Labor). 

Viewed broadly, the Voting Guidelines seek to maximize shareholder value by promoting sound corporate governance policies through the support of proposals that are consistent with four key objectives:

(i) The alignment of the interests of a company’s management and board of directors with those of the company’s shareholders;

(ii) To promote the accountability of a company’s management to its board of directors, as well as the accountability of the board of directors to the company’s shareholders;

(iii) To uphold the rights of a company’s shareholders to affect change by voting on those matters submitted to shareholders for approval; and

(iv) To promote adequate disclosure about a company’s business operations and financial performance in a timely manner.

The Summary of Voting Guidelines provides a collection of summaries of how the Committee views the subject matter of various proposals and provides insight as to how the Committee is likely to vote as a result of applying the Voting Guidelines to certain types of proposals. 

Member Firm investment management clients may receive a copy of the Voting Guidelines, as well as the Committee’s Proxy Voting Policy and any related procedures, upon request.  Clients may also receive information on the proxy voting history for their Member Firm managed accounts upon request.  Please contact your Member Firm relationship manager for more information.

If a Member Firm client chooses to delegate proxy voting authority to an entity other than a Member Firm (whether such delegation applies to all or only a portion of the securities within the account managed by the Member Firm), such other entity’s (and not the Committee’s) proxy voting guidelines will apply to those securities. 

The foregoing information is only a portion of a broader description of the BNY Mellon Proxy Voting and Governance Committee and its philosophy, voting guidelines, process, and approach to conflicts of interest.  Please refer to the Introduction section and review the related information on prior and subsequent pages for the complete overview, including the meanings of the capitalized terms used herein.


The BNY Mellon Proxy Voting and Governance Committee



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



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.