The New York State Common Retirement Fund’s Corporate Governance Bureau helps ensure the retirement security of the New York State and Local Retirement System’s 1.2 million members, retirees, and beneficiaries by helping portfolio companies manage risk and generate long-term value. 

The Bureau does this by promoting best practices, encouraging effective oversight, and integrating environmental, social and governance (ESG) factors into the Fund’s investment process.

Consistent with his fiduciary duty, Comptroller DiNapoli uses his voice as a major investor to identify and mitigate risk, and improve corporate policies and practices by:

• Communicating directly with corporations through letters and meetings;
• Filing shareholder proposals asking corporate boards to address specific issues;
• Voting on board directors and shareholder proposals at companies’ annual meetings; 
• Supporting public policies that promote the overall stability, transparency, and efficient functioning of financial markets and the economy; and
• Engaging the Fund’s investment managers to assess the full scope of investment risks and opportunities.

To contact the Fund’s Corporate Governance Bureau, email [email protected].

Climate Change & Environmental Sustainability

Climate change poses risks to the economy, financial markets, and the Fund’s investments. Managing these risks is integral to protecting the Fund’s investments. Also, capitalizing on the opportunities that arise from the transition to a net-zero economy is similarly critical to ensuring that the Fund is best-positioned for market changes stemming from the transition. The Fund has set bold targets and has made progress in achieving them. As we continue to work toward net-zero and address both specific and systemic climate risks to our portfolio, the Fund will keep focusing on long-term climate resilience in line with fiduciary duty.

To learn more about the Comptroller’s efforts to address climate risk and invest in climate solutions, see Leading the Way on Climate Investment.

Diversity, Equity & Inclusion

Diversity, equality, and inclusiveness are fundamental values of companies with sound, sustainable and profitable long-term strategies. Companies are increasingly recognizing that fostering a diverse workforce, promoting equity, and ensuring inclusion are critical drivers of business success. Failure to establish robust DEI policies and practices can result in reputational damage, talent attrition, and hindered innovation. Investors now view DEI as indicative of a company’s adaptability to societal shifts and its potential to weather emerging social challenges. Moreover, companies with diverse teams are better equipped to understand a broad range of perspectives, which can lead to more informed decision-making and a competitive edge in an evolving global marketplace.

Recent Highlights:

• DiNapoli Urges Companies to Join Workplace Pledge to Fight Antisemitism (11/27/23)
• DiNapoli & Lander's Proposal Calling on Wells Fargo Board to Report Efforts Preventing Discrimination & Harassment Wins Majority Support from Shareholders (5/2/23)
• DiNapoli Seeks Increased Diversity at Pension Fund's Portfolio Companies (2/15/23)

Workforce Management

A company’s value is intrinsically tied to its many stakeholders including investors, employees, customers, suppliers, creditors, regulatory agencies, and the communities in which business is conducted. Effective board oversight of these key relationships, along with the risks and opportunities associated with them, is critical to long-term shareholder value. The Fund’s stewardship of workforce management issues is based on the core principle that companies that establish and maintain constructive relationships with their workers are sustainable and profitable in the long term.  

Recent Highlights:

• eBay Pressured to Reinstate Quietly Deleted Union Support Policy (11/21/23)
• Board Diversity & Human Capital Management Comments Submitted to the SEC (11/7/23) 
• DiNapoli Calls on Companies to Adopt Better Workers Rights Policies (2/7/23)

Fundamental Governance and Accountability

Sound governance and responsible business practices are imperative for a company's resilience during periods of uncertainty. These foundational principles directly influence a company's overall performance and stakeholder trust. It is essential that companies maintain autonomous boards composed of diverse, well-qualified directors who engage in rigorous management and risk supervision. These directors are entrusted with guaranteeing transparency and accountability, and they bear the responsibility of establishing fair compensation frameworks across the workforce. These structures should incentivize exceptional performance and the sustained creation of shareholder value over the long term.

Recent Highlights: 

• DiNapoli Files Shareholder Proposals with Six Companies on Political Spending (1/23/24)
• DiNapoli Announces Political Spending Disclosure Agreements with Seven Companies (6/21/23)
• Norfolk Southern Annual Meeting a Test of Investor Response to East Palestine Crisis (5/8/23)

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Proxy Voting

The Fund votes by proxy on all director nominees, advisory votes, and shareholder proposals at annual and special meetings for each of the domestic companies in the Fund’s public equity portfolio, as well as those of select non-U.S. companies. During the 2023 Proxy Season (calendar year 2023), the Fund cast 30,915 votes on ballot items at 3,235 company meetings. 

Voting decisions are made independently by the Fund based on standards in its Proxy Voting Guidelines. Voting is an important fiduciary obligation.

2024 Proxy Vote Announcements

Prior Year Proxy Votes

2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015

Manager Engagement

The Comptroller’s Program also evaluates the ESG policies and practices of the Fund’s investment managers to assess their approach and commitment to ESG. As part of the due diligence process, the Fund completes an ESG scorecard for every proposed investment. 

For more information, see the New York State Common Retirement Fund's ESG Strategy.

Corporate Governance Stewardship Reports

2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017