CONFIDENTIAL
Proxy Voting Policies
For The BlackRock-Advised Funds
December, 2009
Copyright © 2010 BlackRock, Inc.
All rights reserved.
| | |
| | | CONFIDENTIAL |
| Table of Contents |
| | | Page |
| I. | INTRODUCTION | 1 |
| II. | PROXY VOTING POLICIES | 2 |
| A. | Boards of Directors | 2 |
| B. | Auditors | 2 |
| C. | Compensation and Benefits | 2 |
| D. | Capital Structure | 2 |
| E. | Corporate Charter and By-Laws | 3 |
| F. | Environmental and Social Issues | 3 |
| III. | CONFLICTS MANAGEMENT | 3 |
| IV. | REPORTS TO THE BOARD | 3 |
I. INTRODUCTION
The Trustees/Directors (“Directors”) of the BlackRock-Advised Funds (the “Funds”) have
the responsibility for voting proxies relating to portfolio securities of the Funds, and have
determined that it is in the best interests of the Funds and their shareholders to delegate
that responsibility to BlackRock Advisors, LLC and its affiliated U.S. registered investment
advisers (“BlackRock”), the investment adviser to the Funds, as part of BlackRock’s
authority to manage, acquire and dispose of account assets. The Directors hereby direct
BlackRock to vote such proxies in accordance with this Policy, and any proxy voting
guidelines that the Adviser determines are appropriate and in the best interests of the
Funds’ shareholders and which are consistent with the principles outlined in this Policy.
The Directors have authorized BlackRock to utilize an unaffiliated third-party as its agent
to vote portfolio proxies in accordance with this Policy and to maintain records of such
portfolio proxy voting.
Rule 206(4)-6 under the Investment Advisers Act of 1940 requires, among other things, that
an investment adviser that exercises voting authority over clients’ proxy voting adopt
policies and procedures reasonably designed to ensure that the adviser votes proxies in the
best interests of clients, discloses to its clients information about those policies and
procedures and also discloses to clients how they may obtain information on how the
adviser has voted their proxies.
BlackRock has adopted separate but substantially similar guidelines and procedures that
are consistent with the principles of this Policy. BlackRock’s Corporate Governance
Committee (the “Committee”), addresses proxy voting issues on behalf of BlackRock and
its clients, including the Funds. The Committee is comprised of senior members of
BlackRock’s Portfolio Management and Administration Groups and is advised by
BlackRock’s Legal and Compliance Department.
BlackRock votes (or refrains from voting) proxies for each Fund in a manner that
BlackRock, in the exercise of its independent business judgment, concludes are in the best
economic interests of such Fund. In some cases, BlackRock may determine that it is in the
best economic interests of a Fund to refrain from exercising the Fund’s proxy voting rights
(such as, for example, proxies on certain non-U.S. securities that might impose costly or
time-consuming in-person voting requirements). With regard to the relationship between
securities lending and proxy voting, BlackRock’s approach is also driven by our clients’
economic interests. The evaluation of the economic desirability of recalling loans
involves balancing the revenue producing value of loans against the likely economic value
of casting votes. Based on our evaluation of this relationship, BlackRock believes that the
likely economic value of casting a vote generally is less than the securities lending income,
either because the votes will not have significant economic consequences or because the
outcome of the vote would not be affected by BlackRock recalling loaned securities in
order to ensure they are voted. Periodically, BlackRock analyzes the process and benefits
of voting proxies for securities on loan, and will consider whether any modification of its
proxy voting policies or procedures are necessary in light of any regulatory changes.
BlackRock will normally vote on specific proxy issues in accordance with BlackRock’s proxy
voting guidelines. BlackRock’s proxy voting guidelines provide detailed guidance as to how
to vote proxies on certain important or commonly raised issues. BlackRock may, in the
exercise of its business judgment, conclude that the proxy voting guidelines do not cover
the specific matter upon which a proxy vote is requested, or that an exception to the
proxy voting guidelines would be in the best economic interests of a Fund. BlackRock
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votes (or refrains from voting) proxies without regard to the relationship of the issuer of
the proxy (or any shareholder of such issuer) to the Fund, the Fund’s affiliates (if any),
BlackRock or BlackRock’s affiliates. When voting proxies, BlackRock attempts to
encourage companies to follow practices that enhance shareholder value and increase
transparency and allow the market to place a proper value on their assets.
II. PROXY VOTING POLICIES
A. Boards of Directors
The Funds generally support the board’s nominees in the election of directors and
generally support proposals that strengthen the independence of boards of directors. As a
general matter, the Funds believe that a company’s board of directors (rather than
shareholders) is most likely to have access to important, nonpublic information regarding a
company’s business and prospects, and is therefore best-positioned to set corporate policy
and oversee management. The Funds therefore believe that the foundation of good
corporate governance is the election of responsible, qualified, independent corporate
directors who are likely to diligently represent the interests of shareholders and oversee
management of the corporation in a manner that will seek to maximize shareholder value
over time. In individual cases, consideration may be given to a director nominee’s history
of representing shareholder interests as a director of the company issuing the proxy or
other companies, or other factors to the extent deemed relevant by the Committee.
B. Auditors
These proposals concern those issues submitted to shareholders related to the selection of
auditors. As a general matter, the Funds believe that corporate auditors have a
responsibility to represent the interests of shareholders and provide an independent view
on the propriety of financial reporting decisions of corporate management. While the
Funds anticipate that BlackRock will generally defer to a corporation’s choice of auditor,
in individual cases, consideration may be given to an auditors’ history of representing
shareholder interests as auditor of the company issuing the proxy or other companies, to
the extent deemed relevant.
C. Compensation and Benefits
These proposals concern those issues submitted to shareholders related to management
compensation and employee benefits. As a general matter, the Funds favor disclosure of a
company’s compensation and benefit policies and oppose excessive compensation, but
believe that compensation matters are normally best determined by a corporation’s board
of directors, rather than shareholders. Proposals to “micro-manage” a company’s
compensation practices or to set arbitrary restrictions on compensation or benefits should
therefore generally not be supported.
D. Capital Structure
These proposals relate to various requests, principally from management, for approval of
amendments that would alter the capital structure of a company, such as an increase in
authorized shares. As a general matter, the Funds expect that BlackRock will support
requests that it believes enhance the rights of common shareholders and oppose requests
that appear to be unreasonably dilutive.
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E. Corporate Charter and By-Laws
These proposals relate to various requests for approval of amendments to a corporation’s
charter or by-laws. As a general matter, the Funds generally vote against anti-takeover
proposals and proposals that would create additional barriers or costs to corporate
transactions that are likely to deliver a premium to shareholders.
F. Environmental and Social Issues
These are shareholder proposals addressing either corporate social and environmental
policies or requesting specific reporting on these issues. The Funds generally do not
support proposals on social issues that lack a demonstrable economic benefit to the issuer
and the Fund investing in such issuer. BlackRock seeks to make proxy voting decisions in
the manner most likely to protect and promote the long-term economic value of the
securities held in client accounts. We intend to support economically advantageous
corporate practices while leaving direct oversight of company management and strategy to
boards of directors. We seek to avoid micromanagement of companies, as we believe that
a company’s board of directors is best positioned to represent shareholders and oversee
management on shareholders behalf. Issues of corporate social and environmental
responsibility are evaluated on a case-by-case basis within this framework.
III. CONFLICTS MANAGEMENT
BlackRock maintains policies and procedures that are designed to prevent any relationship
between the issuer of the proxy (or any shareholder of the issuer) and a Fund, a Fund’s
affiliates (if any), BlackRock or BlackRock’s affiliates, from having undue influence on
BlackRock’s proxy voting activity. In certain instances, BlackRock may determine to
engage an independent fiduciary to vote proxies as a further safeguard against potential
conflicts of interest or as otherwise required by applicable law. The independent fiduciary
may either vote such proxies or provide BlackRock with instructions as to how to vote such
proxies. In the latter case, BlackRock votes the proxy in accordance with the independent
fiduciary’s determination.
IV. REPORTS TO THE BOARD
BlackRock will report to the Directors on proxy votes it has made on behalf of the Funds at
least annually.
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