John Galloway, who oversees stewardship efforts for the $6.2
trillion asset manager, said that calling for a certain number
of women or ethnic minority directors could lead to unintended
consequences such as putting a greater focus on women who are
easier for investors to identify by name.
The all-white top ranks of many businesses have drawn growing
investor attention because of social protests this summer and as
funds focused on environmental, social and governance concerns
take in record amounts of money.
"We don't believe in quotas, because we believe they could be
counter-productive," Galloway said in an interview late Monday.
Pennsylvania-based Vanguard will encourage boards to take other
steps toward diversity such as looking for candidates among
human-resources executives and other untapped talent groups, or
increasing their sizes, he said.
Vanguard may vote against directors at companies not making any
progress, Galloway said. By Vanguard's count among Russell 3000
company boards, some 200 lack gender diversity and about 500
appear to lack racial diversity.
Activists have pressed Vanguard and other top asset managers to
cast their influential proxy votes more aggressively. Their
traditional support has "shielded boards from accountability,"
shareholder group Majority Action said on Tuesday.
Vanguard's approach breaks with those of other big investment
firms. For instance, Goldman Sachs Group's asset management arm
said last week that it would urge U.S. boards to have at least
one woman and a second diverse director based on gender
identity, sexual orientation or racial and ethnic background.
Among top U.S. companies 8% of directors are Black and 5% are
Hispanic or Latino, well below the groups' share of the U.S.
population, 13% and 19%, respectively.
Vanguard will also encourage companies to disclose workforce
data such as by making public diversity information filed to the
U.S. government, Galloway said.
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