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The Global Principles of Accountable Corporate Governance
create the framework by which CalPERS executes its proxy voting responsibilities in addition to providing a foundation for supporting the System's corporate engagement and governance initiatives. CalPERS implements its proxy voting responsibility and corporate governance initiatives in a manner that is consistent with the Global Principles unless such action may result in long-term harm to the company that outweighs all reasonably likely long-term benefit or unless such a vote is contrary to the interests of the beneficiaries of CalPERS system.
The execution of proxies and voting instructions is the primary means by which shareowners can influence a company's operations and corporate governance. It is therefore important for shareowners to exercise their right to participate in the voting and make their decisions based on a full understanding of the information and legal documentation presented to them. CalPERS will vote in favor of or "For", an individual or slate of director nominees up for election that the System believes will effectively oversee CalPERS interests as a shareowner consistent with the Global Principles.
However, CalPERS will withhold its vote from or vote "Against" an individual or slate of director nominees at companies that do not effectively oversee CalPERS interests as a shareowner consistent with the Global Principles or in limited circumstances where a company has consistently demonstrated long-term economic underperformance.
Through the adoption of the Global Principles of Accountable Corporate Governance, CalPERS strives to influence the market through advancing corporate governance dialogue while also providing an educational forum by representing a foundation for accountability between a corporation's management and its owners.
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