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Governance
Stewarship BlackRock 2026
Global Engagement and Voting Guidelines
Effective as of January 2026
Introduction
About BlackRock Active Investment Stewardship
Our Mission
Help more people invest better by managing client assets as fiduciaries to achieve their investment objectives.
BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group managing stewardship engagement and voting on behalf of clients invested in active strategies globally. We work in partnership with BlackRock's investment teams, providing expertise on investment stewardship and engaging with companies alongside and on behalf of those teams when appropriate.
Investment stewardship is core to our role as an asset manager and fiduciary. We engage with companies to discuss corporate governance and business practices that support delivering durable, risk-adjusted financial returns over time.
Our Stewardship Approach
Active Equities
Voting at shareholder meetings is a core principle of corporate governance. We generally support board recommendations but may vote against when companies aren't serving shareholders' financial interests. Portfolio managers have discretion on voting decisions aligned with their investment mandates.
Fixed Income
While fixed income investors don't vote at shareholder meetings, issuer engagement is a key component of BlackRock's fixed income strategies, particularly those with sustainability objectives. Engagements often occur jointly with active equity investors.
These guidelines apply to active equity holdings in fundamental equity, systematic equity, and multi-asset solutions strategies, and may apply to index and active fixed income strategies holding voting securities.
Governance Foundation
Boards of Directors: Roles and Responsibilities
An effective board of directors that advises and supervises management independently and objectively is the foundation of good corporate governance. The board oversees establishment and realization of a company's strategy, purpose, and culture—constructs that, when aligned, position companies for resilience and long-term financial performance.
Strategic Oversight
Ensuring necessary resources, policies, and procedures are in place to help management meet strategic objectives within agreed risk tolerance.
Executive Management
Appointing and removing the CEO as necessary, monitoring executive performance, and determining executive compensation.
Risk Management
Overseeing strategy execution, risk management, ensuring rigorous audit, and engaging with shareholders and stakeholders.
Board Composition and Effectiveness
01
Appointment Process
Formal, transparent process for identifying candidates with appropriate skills and experience
02
Independence
At least half of directors should be independent and free from conflicts of interest
03
Leadership
Independent chair or lead director coordinating board effectiveness
04
Tenure & Succession
Clear approach to director tenure and board renewal balancing continuity with fresh perspectives
We assess board composition against peer groups and local market requirements. Directors need sufficient capacity to effectively fulfill their duties. Regular director elections, ideally annually, support accountability to shareholders.
We may vote against directors who lack appropriate skills, experience, or capacity, or when boards don't demonstrate sufficient independence or effective appointment processes.
Board Structure
Board Committees
Many boards establish committees to focus on specific responsibilities. While we don't prescribe committee structures, we seek to understand the board's rationale and ensure all critical matters are assigned appropriately.
Audit and Risk
Oversight of financial reporting integrity, risk management, compliance with legal and regulatory requirements, internal audit function, and whistleblowing mechanisms.
Nominating, Governance and Human Capital
Oversight of corporate governance principles, board performance review, CEO and board succession planning, director appointment process, and human capital management strategies including culture and purpose.
Executive Compensation
Determines compensation policies for CEO and executives, approves annual awards and payments, and may oversee firm-wide compensation policies.

We may vote against committee chairs or members to convey concerns about how committees have undertaken their responsibilities. Annual board evaluations, ideally including periodic independent third-party reviews, are considered best practice.
Executive Compensation
Boards establish compensation arrangements that enable companies to recruit, retain, and reward executive management to deliver superior financial returns over time. We focus on alignment between variable pay and financial performance.
Fixed Pay
Base salary, benefits, and prerequisites appropriate to company size, sector, and market
Variable Pay
Performance metrics closely linked to short- and long-term strategic objectives
Long-Term Incentives
Multi-year plans motivating sustained performance with meaningful shareholding requirements
Pay Outcomes
Consistent with returns to investors over relevant time periods
Compensation arrangements should include clawback or malus provisions allowing companies to recoup variable compensation based on fraudulent activities, misstated reports, or misconduct. We may vote against compensation proposals or committee chairs where we don't see alignment with clients' financial interests.
Capital Management
Capital Structure
Boards ensure senior leadership establishes capital strategy achieving appropriate allocation supporting long-term financial resilience. We assess capital-related proposals on a case-by-case basis.
Share Issuance
Generally support authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. Companies should seek regular approval allowing shareholders to consider prior use and current circumstances.
Share Buybacks
Assess in context of disclosed capital management strategy and balance between investment supporting long-term growth and returning cash to investors. Consider effects on balance sheet and executive compensation.
Dividends
Generally defer to management and board on dividend policy but may engage for clarification where proposed dividends appear out of line with financial position.
Differentiated Voting Rights
We prefer one-share, one-vote structures for share classes with same economic exposure. Companies new to public markets may justify differentiated voting rights structures, but should evaluate and seek approval periodically.
We may vote against capital-related authorities or support shareholder proposals seeking conversion to one-share, one-vote when concerned about a company's approach.
Transactions and Special Situations
Mergers and Acquisitions
We evaluate proposed M&A by assessing financial outcomes for clients as minority shareholders. Management should provide strategic and financial rationale, execution and operational risks. Boards may establish ad hoc transaction committees for independent assessment of significant deals.
Anti-Takeover Defenses
We generally don't support poison pills or shareholder rights plans as they can entrench management. By exception, may support if purpose is delaying sub-optimal takeovers to seek improved offers. Defense mechanisms should be limited in term and threshold, with shareholder vote for those exceeding 12 months.
Shareholder Activism
When companies face activism campaigns, we may communicate with activists and engage with management and board members. We evaluate concerns raised, quality of plans from both parties, and candidate qualifications, assessing potential financial outcomes for clients.

Boards of companies with affiliated shareholders should give equitable consideration to all shareholders' interests. Related party transactions should be disclosed in detail, conducted on arm's-length terms, reviewed by independent directors, and voted on only by disinterested shareholders.
Corporate Reporting, Risk Management and Audit
Investors depend on corporate reporting to understand strategy, implementation, financial performance, and potential to create shareholder value. Boards should oversee corporate reporting and policies underpinning internal audit and external audit functions.
Financial Reporting
Provide decision-useful information with accurate, balanced assessment of risks and opportunities. Prepared per global standards with reasonable assumptions.
Audit Committee
Independent oversight of accounts, material information, internal controls, and Enterprise Risk Management systems strengthens quality and reliability.
Independent Audit
Comprehensive audit by independent firm contributes to investor confidence. Audit report should provide insight into scope, focus, and critical matters identified.
Companies should establish robust risk management and internal control processes appropriate to their business and regulatory environment. We may vote against directors if corporate reporting is insufficient, there are material misstatements, or we're concerned about auditor independence or audit quality.
Shareholder Rights
Shareholder Rights and Protections
General Shareholder Meetings
Companies should disclose materials relevant to shareholder meetings sufficiently in advance for informed voting decisions. Virtual participation options are welcome but shouldn't limit shareholder rights compared to in-person meetings.
Bylaw Amendments
We review management-proposed bylaw amendments case-by-case and generally support those aligned with minority shareholders' interests. Material changes should be explained in detail and put to shareholder vote.
Special Meeting Rights
Shareholders with meaningful holdings should have the right to call special meetings. The threshold should balance utility with costs to the company.
Proxy Access
Shareholders with meaningful holdings should have the right to nominate directors. The threshold should avoid being unduly disruptive to the board's nomination process.
Key Accountability Mechanisms
While we wouldn't use special meeting or proxy access rights ourselves, we see them as important accountability mechanisms.
We may support shareholder proposals seeking addition of these provisions to company bylaws.
We may vote against directors when meeting materials aren't timely, don't provide sufficient information, or meeting formats don't accommodate reasonable shareholder participation.
Shareholder Proposals
Shareholders in many markets who meet eligibility criteria can submit proposals to general shareholder meetings asking companies to take particular actions, subject to majority vote support. Topics can address a range of matters relevant to a company's business.
1
Case-by-Case Assessment
We assess relevance to company's business, current approach, consistency with shareholders' interests, and potential impact on financial performance.
2
Engagement First
Our general approach when we have concerns is to engage to understand differences in perspective. If companies aren't acting in shareholders' financial interests, we may vote against directors.
3
Support When Aligned
We may support relevant shareholder proposals if doing so aligns with clients' financial interests. Generally don't support proposals that are legally binding, seek to alter strategy, direct operations, or are unrelated to risk management or financial returns.

BlackRock is subject to rules and regulations that restrict how we interact with companies, including our ability to submit shareholder proposals. We don't submit proposals but can vote on proposals put forth by others on behalf of clients who authorize us to do so.
Material Sustainability-Related Risks and Opportunities
We seek to understand how companies manage material risks and opportunities inherent in their business operations. Sustainability-related factors relevant to business or material to financial performance are generally operational considerations embedded into day-to-day management systems.
Specific sustainability-related factors that may be financially material or business relevant vary by company business model, sector, key markets, and time horizon. From disclosures and engagement, we aim to understand how management identifies, assesses, and integrates material sustainability-related risks and opportunities into business decision-making.
Key Stakeholders
Companies should understand and consider interests of parties on whom they depend for success over time. Key stakeholders often include employees, business partners, clients and consumers, regulators, and communities where they operate. Companies that appropriately balance investor and stakeholder interests are more likely to be financially resilient.
We may vote against directors or support relevant shareholder proposals if concerned about how companies manage or disclose approaches to material sustainability-related risks impacting financial returns.
Climate Focus
Climate and Decarbonization Investment Objectives
Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. For those funds' holdings, our stewardship activity differs in some respects from BAIS' benchmark guidelines.
Decarbonization Alignment
We look to investee companies to demonstrate alignment with a decarbonization pathway meaning their business model would be viable in a low-carbon economy limiting global temperature rise to 1.5°C above pre-industrial levels.
Focus Companies
Guidelines focus on companies producing goods and services contributing to real world decarbonization or with carbon-intensive business models facing outsized impacts from low-carbon transition, based on scopes 1, 2, and 3 greenhouse gas emissions.
Disclosure Expectations
Companies should provide disclosures on governance, strategy, risk management processes, metrics and targets relevant to decarbonization, including decarbonization scenarios used in planning and scope 1, 2, and material scope 3 GHG emissions and reduction targets.
Under these climate-specific guidelines, BAIS may recommend voting against directors or supporting relevant shareholder proposals if companies don't adequately act on or disclose material climate-related risks. We may support proposals seeking information relevant to low-carbon transition strategies not currently provided that would be helpful to investment decision-making.
Oversight & Transparency
How We Fulfill Our Stewardship Responsibilities
Independent Oversight
The Global Head of BAIS has primary oversight and responsibility for the team's activities. BAIS is independent from BlackRock Investment Stewardship in engagement, voting, reporting lines, and oversight. The Stewardship Leaders Group helps shape our approach.
Voting Execution
We vote on proxy issues when clients authorize us to do so, based on evaluation of alignment with long-term economic interests. Portfolio managers have the right to vote differently on their holdings if more aligned with investment objectives and financial interests.
Conflicts Management
BlackRock maintains policies and procedures to prevent undue influence on proxy voting. We've established reporting structures separating BAIS from sales and business partnership roles, and use independent third-party voting service providers in certain instances to avoid perceived conflicts.
Transparency and Reporting
We're committed to transparency in stewardship work. We inform clients about engagement and voting policies and activities through direct communication and disclosure on our website. BlackRock offers Voting Choice, providing eligible clients more opportunities to participate in the proxy voting process.