To push for greater female representation on a corporate board, the Ontario Teachers’ Pension Plan withheld its support for the re-election of a female board director during a shareholder vote.
During the annual general meeting of network management software developer Netscout Systems Inc., the pension fund’s proxy refrained from voting on a measure to re-elect female board director and board nominating committee member Vivian Vitale. According to its public voting records, the decision was made in response to Netscout’s lack of a clear policy to increase gender diversity on its board.
“Ontario Teachers’ typically will not support the chair of the nomination and/or governance committee when we determine the board has an insufficient number of women on the board and there are no clear commitments (including targets) to increase gender diversity within a meaningful time frame,” noted the records.
The Ontario Teachers’ policy is to be supportive of boards with at least three women or with an overall female representation of 30 per cent. Netscout’s eight-person board has just two women — Vitale and Susan Spradley — and so fails to satisfy either threshold set out by the plan’s policies.
The Ontario Teachers’ also withheld its support for the re-election of fellow board member Alfred Grasso under the same rationale. Despite the abstention, both Grasso and Vitale were re-elected to the board.
According to Dan Madge, director of external communications at the Ontario Teachers’, the decision to withhold its support for Vitale was based on its own commitment to gender equality. “We take the same approach to voting regardless of gender — thus our vote applied to all board members who were part of the nominating committee,” he wrote in an email to the Canadian Investment Review.
The vote came just days after the release of a Netscout report on its environmental, social and governance procedures. In the paper, the company outlined its official policy on encouraging diversity among board members, but didn’t include clear commitments or targets.
“Our board of directors continues to consider diversity, among other attributes, within the director recruitment process. As we have set out in our proxy statements, the nominating and corporate governance committee seeks to identify and recruit diverse, qualified candidates including women and underrepresented candidates as part of the search process for any new directors.”