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Reo@ Voting Report
The SEI European ex-U.K. Equity Fund
VOTING RECORDS
FROM:01/04/2019 TO: 30/06/2019
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ABB Ltd.
Meeting Date: 05/02/2019 Country: Switzerland
Meeting Type: Annual Ticker: ABBN
Primary ISIN: CH0012221716 Primary SEDOL: 7108899
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory Reports
1
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Approve Allocation of Income and Dividends of CHF 0.80 per Share
4
Mgmt For For Approve Creation of CHF 24 Million Pool of Capital without Preemptive Rights
5
Mgmt For For Approve Maximum Remuneration of Board of Directors in the Amount of CHF 4.7 Million
6.1
Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 55.5 Million
6.2
Mgmt For For Elect Matti Alahuhta as Director 7.1
Mgmt For For Elect Gunnar Brock as Director 7.2
Mgmt For For Elect David Constable as Director 7.3
Mgmt For For Elect Lars Foerberg as Director 7.4
Mgmt For For Elect Frederico Curado as Director 7.5
Mgmt For For Elect Jennifer Xin-Zhe Li as Director 7.6
Mgmt For For Elect Geraldine Matchett as Director 7.7
Mgmt For For Elect Satish Pai as Director 7.8
Mgmt For For Elect David Meline as Director 7.9
Mgmt For For Elect Jacob Wallenberg as Director 7.10
Mgmt For For Elect Peter Voser as Director and Board Chairman
7.11
Mgmt For For Appoint David Constable as Member of the Compensation Committee
8.1
Mgmt For For Appoint Frederico Curado as Member of the Compensation Committee
8.2
Mgmt For For Appoint Jennifer Xin-Zhe Li as Member of the Compensation Committee
8.3
Mgmt For For Designate Hans Zehnder as Independent Proxy 9
Page 1 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ABB Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG AG as Auditors 10
Mgmt Against For Transact Other Business (Voting) 11
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Adecco Group AG
Meeting Date: 04/16/2019 Country: Switzerland
Meeting Type: Annual Ticker: ADEN
Primary ISIN: CH0012138605 Primary SEDOL: 7110720
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 2.50 per Share 2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 5.1 Million 4.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 35 Million 4.2
Mgmt For For Reelect Rolf Doerig as Director and Board
Chairman 5.1.1
Mgmt For For Reelect Jean-Christophe Deslarzes as Director 5.1.2
Mgmt For For Reelect Ariane Gorin as Director 5.1.3
Mgmt For For Reelect Alexander Gut as Director 5.1.4
Mgmt For For Reelect Didier Lamouche as Director 5.1.5
Mgmt For For Reelect David Prince as Director 5.1.6
Mgmt For For Reelect Kathleen Taylor as Director 5.1.7
Mgmt For For Reelect Regula Wallimann as Director 5.1.8
Mgmt For For Reappoint Jean-Christophe Deslarzes as
Member of the Compensation Committee 5.2.1
Page 2 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Adecco Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reappoint Kathleen Taylor as Member of the
Compensation Committee 5.2.2
Mgmt For For Appoint Didier Lamouche as Member of the
Compensation Committee 5.2.3
Mgmt For For Designate Anwaltskanzlei Keller KLG as
Independent Proxy 5.3
Mgmt For For Ratify Ernst & Young AG as Auditors 5.4
Mgmt For For Approve Creation of CHF 816,720 Million Pool of
Capital without Preemptive Rights 6
Mgmt For For Approve Reduction in Share Capital via
Cancellation of Repurchased Shares 7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
adidas AG
Meeting Date: 05/09/2019 Country: Germany
Meeting Type: Annual Ticker: ADS
Primary ISIN: DE000A1EWWW0 Primary SEDOL: 4031976
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 3.35 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt Against For Reelect Ian Gallienne to the Supervisory Board 5.1
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Herbert Kauffmann to the Supervisory
Board 5.2
Page 3 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
adidas AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Igor Landau to the Supervisory Board 5.3
Voter Rationale: This director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Kathrin Menges to the Supervisory Board
5.4
Mgmt Against For Reelect Nassef Sawiris to the Supervisory Board 5.5
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Thomas Rabe to the Supervisory Board 5.6
Mgmt For For Elect Bodo Uebber to the Supervisory Board 5.7
Mgmt For For Elect Jing Ulrich to the Supervisory Board 5.8
Mgmt For For Approve Creation of EUR 16 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
6
Mgmt For For Approve Cancellation of Conditional Capital Authorization
7
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 8
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
AEGON NV
Meeting Date: 05/17/2019 Country: Netherlands
Meeting Type: Annual Ticker: AGN
Primary ISIN: NL0000303709 Primary SEDOL: 5927375
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Presentation on the Course of Business in 2018 2
Mgmt Receive Report of Management Board
(Non-Voting) 3.1
Page 4 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AEGON NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
3.2
Mgmt Discuss Financial Statements and Receive
Auditors' Reports (Non-Voting) 3.3
Mgmt For For Adopt Financial Statements and Statutory
Reports 3.4
Mgmt For For Approve Dividends of EUR 0.29 per Common
Share and EUR 0.00725 per Common Share B 3.5
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 4
Mgmt For For Approve Discharge of Management Board 5.1
Mgmt For For Approve Discharge of Supervisory Board 5.2
Mgmt For For Approve Remuneration Policy for Supervisory
Board Members 6.1
Mgmt For For Reelect Ben J. Noteboom to Supervisory Board 7.1
Mgmt For For Reelect Alexander R. Wynaendts to
Management Board 8.1
Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Exclude Pre-emptive Rights
9.1
Mgmt For For Grant Board Authority to Issue Shares Up To 25 Percent of Issued Capital in Connection with a Rights Issue
9.2
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 9.3
Mgmt Other Business (Non-Voting) 10
Mgmt Close Meeting 11
AF Gruppen ASA
Meeting Date: 05/15/2019 Country: Norway
Meeting Type: Annual Ticker: AFG
Primary ISIN: NO0003078107 Primary SEDOL: 5714771
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Registration of Attending Shareholders and Proxies
Mgmt
Mgmt Designate Inspector(s) of Minutes of Meeting 2
Page 5 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AF Gruppen ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Notice of Meeting and Agenda 3
Mgmt Receive Briefing on the Operations 4
Mgmt Receive Board's Report 5
Mgmt Review Remuneration Policy And Other Terms of
Employment For Executive Management 6
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 5.00 Per Share
7
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Approve Remuneration of Auditors 8
Mgmt For For Approve Remuneration of Directors 9
Mgmt Elect Directors Bundled in item 10 or Vote for Each Candidate Individually in items 10.1-10.7
Below
Mgmt Against For Elect Directors (Bundled) 10
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s).
Mgmt For For Reelect Hege Bomark as Director 10.1
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt Against For Reelect Kristian Holth as Director 10.2
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Borghild Lunde as Director 10.3
Mgmt Against For Reelect Pal Egil Ronn (Chair) as Director 10.4
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Reelect Arne Baumann as Director 10.5
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Kjetel Digre as New Director 10.6
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 6 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AF Gruppen ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Kristina Alvendal as New Director 10.7
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Elect Members of Nominating Committee Bundled in item 11 or Vote for Each Candidate
Individually in items 11.1-11.4 Below
Mgmt For For Elect Members of Nominating Committee (Bundled)
11
Mgmt For For Reelect Peter Groth as Member of Nominating Committee
11.1
Mgmt For For Reelect Roar Engeland as Member of Nominating Committee
11.2
Mgmt For For Reelect Marianne Johnsen as Member of Nominating Committee
11.3
Mgmt For For Reelect Roy Holth as Member of Nominating Committee
11.4
Mgmt For For Approve Remuneration of Nominating Committee
12
Mgmt For For Approve Instructions for Nominating Committee 13
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
14
Mgmt For For Approve Equity Plan Financing 15
Mgmt For For Approve Creation of NOK 149,619 Pool of Capital without Preemptive Rights
16
Mgmt For For Authorize Board to Distribute Dividends 17
ageas SA/NV
Meeting Date: 05/15/2019 Country: Belgium
Meeting Type: Annual/Special Ticker: AGS
Primary ISIN: BE0974264930 Primary SEDOL: B86S2N0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual/ Special Meeting Mgmt
Mgmt Annual Meeting Agenda
Mgmt Open Meeting 1
Mgmt Receive Directors' Reports (Non-Voting) 2.1.1
Page 7 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ageas SA/NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting) 2.1.2
Mgmt For For Approve Financial Statements and Allocation of
Income 2.1.3
Mgmt Receive Information on Company's Dividend
Policy 2.2.1
Mgmt For For Approve Dividends of EUR 2.20 Per Share 2.2.2
Mgmt For For Approve Discharge of Directors 2.3.1
Mgmt For For Approve Discharge of Auditor 2.3.2
Mgmt Against For Approve Remuneration Report 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Elect Emmanuel Van Grimbergen as Director 4.1
Mgmt For For Reelect Jozef De Mey as Independent Director 4.2
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Jan Zegering Hadders as Independent Director
4.3
Mgmt For For Reelect Lionel Perl as Independent Director 4.4
Mgmt For For Reelect Guy de Selliers de Moranville as Director 4.5
Mgmt For For Reelect Filip Coremans as Director 4.6
Mgmt For For Reelect Christophe Boizard as Director 4.7
Mgmt Special Meeting Agenda
Mgmt For For Approve Cancellation of Repurchased Shares 5.1
Mgmt Receive Special Board Report Re: Authorized Capital
5.2.1
Mgmt For For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital
5.2.2
Mgmt For For Amend Article 10 Re: Composition of the Board 5.3
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
6
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Close Meeting 7
Page 8 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Aker ASA
Meeting Date: 04/26/2019 Country: Norway
Meeting Type: Annual Ticker: AKER
Primary ISIN: NO0010234552 Primary SEDOL: B02R4D9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting; Approve Notice of Meeting and Agenda
Mgmt For For
Mgmt For For Designate Inspector(s) of Minutes of Meeting 2
Mgmt Receive Company Status Reports 3
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and
Dividends of NOK 22.50 Per Share
4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
(Advisory)
5a
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)
5b
Mgmt Discuss Company's Corporate Governance Statement
6
Mgmt For For Approve Remuneration of Directors in the Amount of NOK 620,000 for the Chairman, NOK 425,000 for Deputy Chairman and NOK 375,000 for Other Directors; Approve Remuneration for Committee Work
7
Mgmt For For Approve Remuneration of Nominating Committee in the Amount of NOK 45,000 for Each Member
8
Mgmt For For Reelect Kristin Krohn Devold and Karen Simon as Directors
9
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Relect Kjell Inge Rokke (Chairman) and Leif-Arne Langoy as Members of Nominating Committee
10
Mgmt For For Approve Remuneration of Auditors for 2018 11
Page 9 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Aker ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Share Repurchase Program in Connection with Acquisitions, Mergers, Demergers or Other Transactions
12
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against For Authorize Share Repurchase Program in Connection with Incentive Plan
13
Mgmt Against For Authorize Share Repurchase Program for Investment Purposes or Cancellation
14
Akka Technologies
Meeting Date: 06/13/2019 Country: Belgium
Meeting Type: Annual/Special Ticker: AKA
Primary ISIN: FR0004180537 Primary SEDOL: B188LG5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
This is a Duplicate Meeting for Ballots Received
via Broadridge Distribution System Mgmt
Mgmt Annual Meeting Agenda
Mgmt Receive Directors' Reports (Non-Voting) 1
Mgmt Receive Auditors' Reports (Non-Voting) 2
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting) 3
Mgmt For For Approve Financial Statements, Allocation of
Income, and Dividends of EUR 0.70 per Share 4
Mgmt For For Accept Consolidated Financial Statements and
Statutory Reports 5
Mgmt For For Approve Discharge of Directors 6
Mgmt For For Approve Discharge of Auditor 7
Mgmt For For Reelect Jean-Franck Ricci as Director 8
Mgmt Against For Reelect Alain Tisserand as Director 9
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Charles Champion as Director 10
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 10 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Akka Technologies Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors 11
Mgmt Against For Approve Remuneration Report 12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Implementation of Approved Resolutions and Filing of Required
Documents/Formalities at Trade Registry
13
Mgmt Transact Other Business 14
Mgmt Special Meeting Agenda
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
1
Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm
2
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Board to Allocate New and Existing Shares for Free
3
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Receive Special Board Report Re: Authorized Capital
4
Mgmt Against For Renew Authorization to Increase Share Capital Up to EUR 31.046 Million
5
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Amend Article 7 Paragraph 4 Re: Item 5 6
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Issue Shares in the Event of
a Public Tender Offer or Share Exchange Offer 7
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Amend Article 7 Paragraph 8 Re: Item 5 8
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Adopt New Article 16 Re: Statutory Thresholds and Renumber the Articles
9
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt For For Opt-in to New Belgian Code of Companies and
Associations 10
Mgmt For For Amend Articles of Association Re: Alignment with the New Belgian Code on Companies and Associations
11
Page 11 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Akka Technologies Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Filing of Required
Documents/Formalities at Trade Registry 12
AKWEL SA
Meeting Date: 05/29/2019 Country: France
Meeting Type: Annual/Special Ticker: AKW
Primary ISIN: FR0000053027 Primary SEDOL: 4569530
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Management and
Supervisory Board Members 2
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 3
Mgmt For For Approve Treatment of Losses and Dividends of
EUR 0.30 per Share 4
Mgmt Against For Approve Transaction with Coutier Developpement Re: Renew Animation Agreement
5
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Transaction with Coutier
Developpement Re: Renew Services Agreement 6
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Reelect Andre Coutier as Supervisory Board
Member 7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Page 12 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AKWEL SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Genevive Coutier as Supervisory Board
Member 8
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Emilie Coutier as Supervisory Board Member
9
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Coutier Developpement as Supervisory Board Member
10
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Nicolas Job as Supervisory Board Member 11
Mgmt For For Approve Remuneration Supervisory Board Members in the Aggregate Amount of EUR 120,000
12
Mgmt Against For Approve Remuneration Policy of Chairman and Members of the Management Board
13
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt Against For Approve Remuneration Policy of Chairman and
Members of the Supervisory Board 14
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Against For Approve Compensation of Mathieu Coutier,
Chairman of the Management Board 15
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Jean-Louis
Thomasset, Member of the Management Board 16
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Benoit Coutier, Member of the Management Board
17
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Page 13 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AKWEL SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Nicolas Coutier,
Member of the Management Board 18
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Frederic Marier, Member of the Management Board
19
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Andre Coutier, Chairman of the Supervisory Board
20
Voter Rationale: A vote against the remuneration granted to Andre Coutier is warranted as:- The company does not provide a compelling rationale to support the significant base salary increase; and- The base salary increase was not announced in the remuneration policy submitted to shareholders at the 2018 AGM.
Mgmt Against For Authorize Repurchase of Up to 0.5 Percent of Issued Share Capital
21
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 22
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 23
Alfa Laval AB
Meeting Date: 04/24/2019 Country: Sweden
Meeting Type: Annual Ticker: ALFA
Primary ISIN: SE0000695876 Primary SEDOL: 7332687
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Alfa Laval AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Board's Report; Receive Committees'
Report 8
Mgmt Receive Financial Statements and Statutory
Reports 9
Mgmt For For Accept Financial Statements and Statutory
Reports 10.a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 5 Per Share 10.b
Mgmt For For Approve Discharge of Board and President 10.c
Mgmt Receive Nomination Committee's Report 11
Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Fix Number of Auditors (2) and Deputy Auditors (2)
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.75 Million to the Chairman and SEK 585,000 to Other Directors; Approve Remuneration of Committee Work; Approve
Remuneration of Auditors
13
Mgmt Against For Reelect Anders Narvinger (Chairman), Finn Rausing, Jorn Rausing, Ulf Wiinberg, Anna Ohlsson-Leijon and Henrik Lange as Directors; Elect Helene Mellquist and Maria Moraeus Hanssen as New Directors; Ratify Staffan Landen and Karoline Tedeval as Auditors
14
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
15
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Close Meeting 16
Allianz SE
Meeting Date: 05/08/2019 Country: Germany
Meeting Type: Annual Ticker: ALV
Primary ISIN: DE0008404005 Primary SEDOL: 5231485
Page 15 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Allianz SE
Did Not Vote Due to Ballot Shareblocking
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 9.00 per Share
2
Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2018
4
Mgmt Do Not Vote For Approve Remuneration System for Management Board Members
5
Mgmt Do Not Vote For Approve Affiliation Agreement with AllSecur Deutschland AG
6
Almirall SA
Meeting Date: 05/08/2019 Country: Spain
Meeting Type: Annual Ticker: ALM
Primary ISIN: ES0157097017 Primary SEDOL: B1YY662
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Standalone Financial Statements Mgmt For For
Mgmt For For Approve Consolidated Financial Statements 2
Mgmt For For Approve Discharge of Board 3
Mgmt For For Approve Allocation of Income 4
Mgmt For For Approve Dividends Charged to Unrestricted
Reserves 5
Mgmt For For Approve Scrip Dividends 6
Mgmt Against For Advisory Vote on Remuneration Report 7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Page 16 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Almirall SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Ratify Appointment of and Elect Jorge Gallardo Ballart as Director
9
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Finally, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt Against For Ratify Appointment of and Elect Daniel Bravo Andreu as Director
10
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Ratify Appointment of and Elect Tom McKillop as Director
11
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify Appointment of and Elect Enrique De
Leyva Perez as Director 12
Mgmt For For Reelect Gerhard Mayr as Director 13
Mgmt For For Reelect Karin Dorrepaal as Director 14
Mgmt For For Reelect Antonio Gallardo Torrededia as Director 15
Mgmt For For Reelect Carlos Gallardo Pique as Director 16
Mgmt For For Appoint PricewaterhouseCoopers Auditores as
Auditor of Standalone Financial Statements 17
Mgmt For For Appoint PricewaterhouseCoopers Auditores as
Auditor of Consolidated Financial Statements 18
Mgmt For For Amend Article 47 Re: Audit Committee 19
Mgmt For For Amend Articles Re: Annual Accounts 20
Mgmt Against For Amend Long-term Incentive Plan 21
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the share pool of up to 2.5 percent of the share capital per year is excessive.
Mgmt For For Approve Stock-for-Salary Plan 22
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Almirall SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Issuance of Non-Convertibles Bonds to
Convertible Bonds without Preemptive Rights 23
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions 24
Amadeus FiRe AG
Meeting Date: 05/23/2019 Country: Germany
Meeting Type: Annual Ticker: AAD
Primary ISIN: DE0005093108 Primary SEDOL: 5623662
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 4.66 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for
Fiscal 2019 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration System for Management
Board Members 6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Page 18 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Arjo AB
Meeting Date: 05/07/2019 Country: Sweden
Meeting Type: Annual Ticker: ARJO.B
Primary ISIN: SE0010468116 Primary SEDOL: BF17YL3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports
7.a
Mgmt Receive Financial Statements and Statutory Reports on Consolidated Accounts
7.b
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive
Management
7.c
Mgmt Receive Board's Dividend Proposal 7.d
Mgmt Receive Board and Board Committee Reports 8
Mgmt Receive President's Report 9
Mgmt For For Accept Financial Statements and Statutory Reports
10
Mgmt For For Approve Allocation of Income and Dividends of SEK 0.55 Per Share
11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board; Determine Number of
Auditors and Deputy Auditors
13
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 4.33 Million; Approve
Remuneration of Auditors
14
Mgmt Against For Reelect Johan Malmquist as Director 15.a
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Page 19 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Arjo AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Carl Bennet as Director 15.b
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Eva Elmstedt as Director 15.c
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Ulf Grunander as Director 15.d
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Reelect Carola Lemne as Director 15.e
Mgmt For For Reelect Joacim Lindoff as Director 15.f
Mgmt Against For Elect Dan Frohm as New Director 15.g
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Johan Malmquist as Board Chairman 15.h
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 16
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Close Meeting 18
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Arkema SA
Meeting Date: 05/21/2019 Country: France
Meeting Type: Annual/Special Ticker: AKE
Primary ISIN: FR0010313833 Primary SEDOL: B0Z5YZ2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.50 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the
Absence of New Transactions
4
Mgmt For For Reelect Victoire de Margerie as Director 5
Mgmt For For Reelect Helene Moreau-Leroy as Director 6
Mgmt For For Reelect Laurent Mignon as Director 7
Mgmt For For Elect Ian Hudson as Director 8
Mgmt For For Approve Remuneration Policy of Chairman and CEO
9
Voter Rationale: Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Thierry Le Henaff, Chairman and CEO
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 11
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 12
Mgmt Against For Authorize up to 1.5 Million Shares for Use in Restricted Stock Plans
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 14
Page 21 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ASM International NV
Meeting Date: 05/20/2019 Country: Netherlands
Meeting Type: Annual Ticker: ASM
Primary ISIN: NL0000334118 Primary SEDOL: 5165294
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2
Mgmt Discuss Implementation of Remuneration Policy 3
Mgmt For For Adopt Financial Statements and Statutory Reports
4
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Dividends of EUR 1.00 Per Share 5
Mgmt For For Approve Discharge of Management Board 6
Mgmt For For Approve Discharge of Supervisory Board 7
Mgmt For For Ratify KPMG as Auditors 8
Mgmt For For Grant Board Authority to Issue Shares Up to 10
Percent of Issued Capital 9.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 9.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 10
Mgmt For For Approve Cancellation of Repurchased Shares 11
Mgmt Other Business (Non-Voting) 12
Mgmt Close Meeting 13
ASML Holding NV
Meeting Date: 04/24/2019 Country: Netherlands
Meeting Type: Annual Ticker: ASML
Primary ISIN: NL0010273215 Primary SEDOL: B929F46
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ASML Holding NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Discuss the Company's Business, Financial
Situation and Sustainability 2
Mgmt Discuss Remuneration Policy 3.a
Mgmt For For Adopt Financial Statements and Statutory
Reports 3.b
Mgmt Receive Clarification on Company's Reserves
and Dividend Policy 3.c
Mgmt For For Approve Dividends of EUR 2.10 Per Share 3.d
Mgmt For For Approve Discharge of Management Board 4.a
Mgmt For For Approve Discharge of Supervisory Board 4.b
Mgmt Against For Amend Remuneration Policy 5
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Approve 200,000 Performance Shares for Board of Management
6
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Discussion of Updated Supervisory Board Profile 7
Mgmt For For Reelect G.J. Kleisterlee to Supervisory Board 8.a
Mgmt For For Reelect A.P. Aris to Supervisory Board 8.b
Mgmt For For Reelect R.D. Schwalb to Supervisory Board 8.c
Mgmt For For Reelect W.H. Ziebart to Supervisory Board 8.d
Mgmt Receive Retirement Schedule of the Supervisory Board
8.e
Mgmt For For Approve Remuneration of Supervisory Board 9
Mgmt For For Ratify KPMG as Auditors 10
Mgmt For For Grant Board Authority to Issue Shares Up to 5 Percent of Issued Capital for General Purposes
11.a
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 11.a
11.b
Mgmt For For Grant Board Authority to Issue or Grant Rights to Subscribe for Ordinary Shares Up to 5
Percent in Case of Merger or Acquisition
11.c
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 11.c
11.d
Page 23 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ASML Holding NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 12.a
Mgmt For For Authorize Additional Repurchase of Up to 10
Percent of Issued Share Capital 12.b
Mgmt For For Authorize Cancellation of Repurchased Shares 13
Mgmt Other Business (Non-Voting) 14
Mgmt Close Meeting 15
ASR Nederland NV
Meeting Date: 05/22/2019 Country: Netherlands
Meeting Type: Annual Ticker: ASRNL
Primary ISIN: NL0011872643 Primary SEDOL: BD9PNF2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2.a
Mgmt Receive Report of Supervisory Board (Non-Voting)
2.b
Mgmt Discussion on Company's Corporate Governance Structure
2.c
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
2.d
Mgmt For For Amend Remuneration Policy 3.a
Mgmt For For Approve Remuneration of Supervisory Board 3.b
Mgmt For For Adopt Financial Statements and Statutory Reports
4.a
Mgmt Receive Explanation on Company's Reserves and Dividend Policy
4.b
Mgmt For For Approve Dividends of EUR 1.74 per Share 4.c
Mgmt Receive Explanation on Nomination and Selection Procedure
5.a
Mgmt For For Ratify KPMG as Auditors 5.b
Mgmt For For Approve Discharge of Management Board 6.a
Page 24 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ASR Nederland NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board 6.b
Mgmt For For Grant Board Authority to Issue Shares Up to 10
Percent of Issued Capital 7.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 7.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 7.c
Mgmt Accept Resignation of Annet Aris as Supervisory
Board Member 8.a
Mgmt For For Reelect Kick van der Pol to Supervisory Board 8.b
Mgmt Allow Questions 9
Mgmt Close Meeting 10
Assa Abloy AB
Meeting Date: 04/25/2019 Country: Sweden
Meeting Type: Annual Ticker: ASSA.B
Primary ISIN: SE0007100581 Primary SEDOL: BYPC1T4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory Reports
8.a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8.b
Mgmt Receive Board's Proposal on Distribution of Profits
8.c
Mgmt For For Accept Financial Statements and Statutory Reports
9.a
Page 25 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Assa Abloy AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
SEK 3.50 Per Share 9.b
Mgmt For For Approve Discharge of Board and President 9.c
Mgmt For For Determine Number of Members (7) and Deputy
Members (0) of Board 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.35 million for Chairman, SEK 900,000 for Vice Chairman and SEK 685,000 for Other Directors; Approve Remuneration for
Committee Work
11.a
Mgmt For For Approve Remuneration of Auditors 11.b
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Reelect Lars Renstrom (Chairman), Carl Douglas (Vice Chair), Eva Karlsson, Birgitta Klasen, Lena Olving, Sofia Schorling Hogberg and Jan Svensson as Directors
12.a
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 12.b
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Class B Share Repurchase Program
and Reissuance of Repurchased Shares 14
Mgmt Against For Approve Performance Share Matching Plan LTI
2019 15
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 16
Asseco Poland SA
Meeting Date: 04/26/2019 Country: Poland
Meeting Type: Annual Ticker: ACP
Primary ISIN: PLSOFTB00016 Primary SEDOL: 5978953
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Asseco Poland SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Elect Meeting Chairman Mgmt For For
Mgmt For For Acknowledge Proper Convening of Meeting;
Elect Members of Vote Counting Commission 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt Receive Management Board Report on Company's and Group's Operations in Fiscal 2018
4
Mgmt Receive Standalone and Consolidated Financial
Statements for Fiscal 2018 5
Mgmt Receive Auditor's Opinion on Financial
Statements for Fiscal 2018 6
Mgmt Receive Supervisory Board Report for Fiscal
2018 7
Mgmt For For Approve Management Board Report on Company's and Group's Operations in Fiscal 2018
8.1
Mgmt For For Approve Financial Statements for Fiscal 2018 8.2
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements for
Fiscal 2018 8.3
Mgmt For For Approve Allocation of Income and Dividends of
PLN 3.07 per Share 9
Mgmt For For Approve Discharge of Adam Goral (CEO) 10.1
Mgmt For For Approve Discharge of Andrzej Dopierala (Deputy
CEO) 10.2
Mgmt For For Approve Discharge of Tadeusz Dyrda (Deputy
CEO) 10.3
Mgmt For For Approve Discharge of Krzysztof Groyecki
(Deputy CEO) 10.4
Mgmt For For Approve Discharge of Rafal Kozlowski (Deputy
CEO) 10.5
Mgmt For For Approve Discharge of Marek Panek (Deputy
CEO) 10.6
Mgmt For For Approve Discharge of Pawel Piwowar (Deputy
CEO) 10.7
Mgmt For For Approve Discharge of Zbigniew Pomianek
(Deputy CEO) 10.8
Mgmt For For Approve Discharge of Przemyslaw Seczkowski
(Deputy CEO) 10.9
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Asseco Poland SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Artur Wiza (Deputy CEO) 10.10
Mgmt For For Approve Discharge of Gabriela Zukowicz
(Deputy CEO) 10.11
Mgmt For For Approve Discharge of Jacek Duch (Supervisory
Board Chairman) 11.1
Mgmt For For Approve Discharge of Adam Noga (Supervisory
Board Deputy Chairman) 11.2
Mgmt For For Approve Discharge of Dariusz Brzeski
(Supervisory Board Member) 11.3
Mgmt For For Approve Discharge of Artur Kucharski
(Supervisory Board Member) 11.4
Mgmt For For Approve Discharge of Izabela Albrycht
(Supervisory Board Member) 11.5
Mgmt For For Approve Discharge of Piotr Augustyniak
(Supervisory Board Member) 11.6
Mgmt Against For Approve Purchase of Real Estate 12
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Close Meeting 13
Assicurazioni Generali SpA
Meeting Date: 04/30/2019 Country: Italy
Meeting Type: Annual/Special Ticker: G
Primary ISIN: IT0000062072 Primary SEDOL: 4056719
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 1a
Mgmt For For Approve Allocation of Income 1b
Mgmt Extraordinary Business
Mgmt For For Amend Company Bylaws Re: Article 9 2a
Mgmt For For Amend Company Bylaws Re: Articles 28.2, 29.1,
and 35.2 2b
Mgmt For For Amend Company Bylaws Re: Article 35.3 2c
Mgmt For For Amend Company Bylaws Re: Article 37.22 2d
Page 28 of 294
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Assicurazioni Generali SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Ordinary Business
Mgmt Against For Fix Number of Directors 3a
Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.
Mgmt Appoint Directors (Slate Election) - Choose One
of the Following Slates
SH Do Not Vote None Slate 1 Submitted by Mediobanca Spa 3b.1
Voter Rationale: Shareholders can support only one slate. This slate contains two overboarded candidates. Slate 2 is better positioned to represent the long-term interest of minority shareholders and carryout an independent oversight of management.
SH For None Slate 2 Submitted by Institutional Investors
(Assogestioni) 3b.2
Voter Rationale: Shareholders can support only one slate. This slate has been presented by a group of institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior. Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.
Mgmt For For Approve Remuneration of Directors 3c
Mgmt For For Appoint External Auditors 4a
Mgmt For For Approve Remuneration of External Auditors 4b
Mgmt Against For Approve Remuneration Policy 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Against For Approve Group Long Term Incentive Plan 6a
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service
Group Long Term Incentive Plan
6b
Voter Rationale: We voted against given our position with respect to resolution 6a.
Mgmt Extraordinary Business
Mgmt Against For Authorize Board to Increase Capital to Service
Group Long Term Incentive Plan 6c
Voter Rationale: We voted against given our position with respect to resolution 6a.
Mgmt Ordinary Business
Mgmt For For Approve Share Plan 7a
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Share Plan
7b
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Atea ASA
Meeting Date: 04/30/2019 Country: Norway
Meeting Type: Annual Ticker: ATEA
Primary ISIN: NO0004822503 Primary SEDOL: B12TR11
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Designate Inspector(s) of Minutes of Meeting 2
Mgmt For For Approve Notice of Meeting and Agenda 3
Mgmt Receive President's Report 4
Mgmt For For Accept Financial Statements and Statutory Reports
5
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Dividends of NOK 6.50 Per Share 6.1
Mgmt For For Authorize Board to Distribute Dividend 6.2
Mgmt For For Approve Remuneration of Auditors 7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Remuneration of Board Chairman in the Amount of NOK 300,000
8.1
Mgmt For For Approve Remuneration of Shareholder Elected Directors in the Amount of NOK 150,000
8.2
Mgmt For For Approve Remuneration of Employee Elected Directors in the Amount of NOK 100,000
8.3
Mgmt For For Elect Karl Martin Stang as Member of
Nominating Committee 9.1
Mgmt For For Elect Carl Espen Wollebekk as Member of
Nominating Committee 9.2
Mgmt For For Approve Remuneration of Members of Nominating Committee
9.3
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
10.1
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Guidelines for Allotment of
Shares/Options 10.2
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Atea ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Company's Corporate Governance
Statement 11
Mgmt Against For Approve Equity Plan Financing 12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time
Mgmt For For Approve Creation of NOK 10 Million Pool of Capital without Preemptive Rights
13
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
14
Atlas Copco AB
Meeting Date: 04/25/2019 Country: Sweden
Meeting Type: Annual Ticker: ATCO.A
Primary ISIN: SE0011166610 Primary SEDOL: BD97BN2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Opening of Meeting; Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory
Reports 6
Mgmt Receive CEO's Report; Questions 7
Mgmt For For Accept Financial Statements and Statutory
Reports 8.a
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Board and President 8.b
Mgmt For For Approve Allocation of Income and Dividends of
SEK 6.3 Per Share 8.c
Mgmt For For Approve Record Dates for Dividend Payment 8.d
Mgmt For For Determine Number of Members (9) and Deputy
Members of Board (0) 9.a
Mgmt For For Determine Number of Auditors (1) and Deputy
Auditors (0) 9.b
Page 31 of 294
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Atlas Copco AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Gunilla Berg, Staffan Bohman, Tina Donikowski, Johan Forssell, Sabine Neuss, Mats Rahmstrom, Hans Straberg, Anders Ullberg and Peter Wallenberg Jr as Directors
10.a
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Elect Hans Straberg as Board Chairman 10.b
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify Deloitte as Auditors 10.c
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.3 million to Chair and SEK 740,000 to Other Directors; Approve Remuneration for Committee Work; Approve Receiving Part of Remuneration in form of Synthetic Shares
11.a
Mgmt For For Approve Remuneration of Auditors 11.b
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
12.a
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Performance Based Stock Option Plan 2019 for Key Employees
12.b
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Acquire Class A Shares Related to Personnel
Option Plan for 2019 13.a
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Against For Acquire Class A Shares Related to Remuneration of Directors in the Form of Synthetic Shares
13.b
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Against For Transfer Class A Shares Related to Personnel
Option Plan for 2019 13.c
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
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Atlas Copco AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Sell Class A Shares to Cover Costs Related to
Synthetic Shares to the Board 13.d
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Against For Sell Class A and B Shares to Cover Costs in Relation to the Performance Related Personnel Option Plans for 2014, 2015 and 2016
13.e
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Close Meeting 14
ATOS SE
Meeting Date: 04/30/2019 Country: France
Meeting Type: Annual/Special Ticker: ATO
Primary ISIN: FR0000051732 Primary SEDOL: 5654781
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.70 per Share 3
Mgmt For For Approve Stock Dividend Program 4
Mgmt For For Approve Dividends in Kind Re: Worldline Shares 5
Mgmt For For Approve Three Years Plan ADVANCE 2021 6
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 800,000 7
Mgmt For For Reelect Thierry Breton as Director 8
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Aminata Niane as Director 9
Mgmt For For Reelect Lynn Paine as Director 10
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ATOS SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Vernon Sankey as Director 11
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Vivek Badrinath as Director 12
Mgmt Against For Appoint Jean-Louis Georgelin as Censor 13
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt For For Approve Additional Pension Scheme Agreement with Thierry Breton, Chairman and CEO
14
Mgmt For For Approve Global Transaction of Alliance with Worldline
15
Mgmt Against For Approve Compensation of Thierry Breton, Chairman and CEO
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Also, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders.
Mgmt Against For Approve Remuneration Policy of Chairman and CEO
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 18
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 19
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 20
Mgmt Against For Authorize up to 0.9 Percent of Issued Capital for
Use in Restricted Stock Plans 21
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize up to 0.2 Percent of Issued Capital for
Use in Stock Option Plans 22
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Amend Article 2 of Bylaws Re: Corporate
Purpose 23
Mgmt For For Amend Article 38 of Bylaws Re: Allocation of
Company Asset to Shareholders 24
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ATOS SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Ordinary Business
Mgmt For For Approve Additional Pension Scheme Agreement
with Elie Girard 25
Mgmt Against For Approve Remuneration Policy of Vice-CEO 26
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
27
Autogrill SpA
Meeting Date: 05/23/2019 Country: Italy
Meeting Type: Annual Ticker: AGL
Primary ISIN: IT0001137345 Primary SEDOL: 5256206
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory
Reports 1.1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income 1.2
Mgmt Shareholder Proposal Submitted by
Schematrentaquattro SpA
SH For None Elect Paolo Zannoni as Director 2
Mgmt Management Proposals
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 3
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Against For Approve Remuneration Policy 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
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Autogrill SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Avio SpA
Meeting Date: 04/29/2019 Country: Italy
Meeting Type: Annual Ticker: AVIO
Primary ISIN: IT0005119810 Primary SEDOL: BYWZZF0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
3
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Azimut Holding SpA
Meeting Date: 04/24/2019 Country: Italy
Meeting Type: Annual Ticker: AZM
Primary ISIN: IT0003261697 Primary SEDOL: B019M65
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Azimut Holding SpA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Fix Number of Directors 2.1
Mgmt For For Fix Board Terms for Directors 2.2
Mgmt Appoint Directors (Slate Election)
SH Abstain None Slate Submitted by Timone Fiduciaria Srl 2.3
Voter Rationale: This is the only slate put to shareholder approval. This slate, which is only 33% independent, will appoint all candidates to the board of directors.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Shareholder Proposals Submitted by Timone Fiduciaria Srl
SH For None Elect Pietro Giuliani as Board Chair 2.4
SH For None Approve Remuneration of Directors 2.5
Mgmt Appoint Internal Statutory Auditors (Slate Election)
SH For None Slate Submitted by Timone Fiduciaria Srl 3.1
SH Against None Appoint Chairman of Internal Statutory Auditors 3.2
Voter Rationale: The names of the proposed candidate is not provided. Those investors voting by proxy are not be able to make an informed decision on this item.
Mgmt Shareholder Proposal Submitted by Timone Fiduciaria Srl
SH For None Approve Internal Auditors' Remuneration 3.3
Mgmt Management Proposals
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
4
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against For Approve Remuneration Policy 5
Voter Rationale: We expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Azimut Holding SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Banca Generali SpA
Meeting Date: 04/18/2019 Country: Italy
Meeting Type: Annual Ticker: BGN
Primary ISIN: IT0001031084 Primary SEDOL: B1HKSV6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Approve Fixed-Variable Compensation Ratio 3
Mgmt For For Approve Long-Term Incentive Plan 4
Mgmt Against For Approve Network Loyalty Plan 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Executive Incentive Bonus Plan 6
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Remuneration Policies
7
Banca Mediolanum SpA
Meeting Date: 04/09/2019 Country: Italy
Meeting Type: Annual Ticker: BMED
Primary ISIN: IT0004776628 Primary SEDOL: BYWP840
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Banca Mediolanum SpA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 1.1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Accounting Transfers 1.2
Mgmt For For Approve Dividend Distribution 1.3
Mgmt Against For Approve Remuneration Policy 2.1
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Approve Fixed-Variable Compensation Ratio 2.2
Mgmt For For Approve Severance Payments Policy 2.3
Mgmt For For Approve Executive Incentive Bonus Plan 3
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Banco Santander SA
Meeting Date: 04/11/2019 Country: Spain
Meeting Type: Annual Ticker: SAN
Primary ISIN: ES0113900J37 Primary SEDOL: 5705946
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.A Approve Consolidated and Standalone Financial Statements
Mgmt For For
Mgmt For For Approve Non-Financial Information Report 1.B
Mgmt For For Approve Discharge of Board 1.C
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Fix Number of Directors at 15 3.A
Mgmt For For Elect Henrique de Castro as Director 3.B
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Banco Santander SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Javier Botin-Sanz de Sautuola y O'Shea
as Director 3.C
Mgmt For For Reelect Ramiro Mato Garcia-Ansorena as
Director 3.D
Mgmt For For Reelect Bruce Carnegie-Brown as Director 3.E
Mgmt For For Reelect Jose Antonio Alvarez Alvarez as Director 3.F
Mgmt For For Reelect Belen Romana Garcia as Director 3.G
Mgmt For For Ratify Appointment of PricewaterhouseCoopers
as Auditor 4
Mgmt For For Authorize Share Repurchase Program 5
Mgmt For For Authorize Capitalization of Reserves for Scrip
Dividends 6
Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 10 Billion
7
Mgmt For For Authorize Issuance of Non-Convertible Debt
Securities up to EUR 50 Billion 8
Mgmt Against For Approve Remuneration Policy 9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt For For Approve Remuneration of Directors 10
Mgmt For For Fix Maximum Variable Compensation Ratio 11
Mgmt For For Approve Deferred Multiyear Objectives Variable Remuneration Plan
12.A
Mgmt Against For Approve Deferred and Conditional Variable Remuneration Plan
12.B
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance
Mgmt For For Approve Digital Transformation Award 12.C
Mgmt For For Approve Buy-out Policy 12.D
Mgmt For For Approve Employee Stock Purchase Plan 12.E
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions 13
Mgmt Against For Advisory Vote on Remuneration Report 14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
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Barco NV
Meeting Date: 04/25/2019 Country: Belgium
Meeting Type: Annual Ticker: BAR
Primary ISIN: BE0003790079 Primary SEDOL: 4704096
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Directors' and Auditors' Reports (Non-Voting)
1
Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends of EUR 2.30 per Share
2
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting) 3
Mgmt Against For Approve Remuneration Report 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Discharge of Directors 5
Mgmt For For Approve Discharge of Auditor 6
Mgmt For For Approve Remuneration of Directors 7
Mgmt For For Approve Auditors' Remuneration 8
Mgmt Against For Approve Stock Option Plans Re: Options Barco 12 - CEO 2019, Options Barco 12 - Personnel
2019
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Barco NV
Meeting Date: 04/25/2019 Country: Belgium
Meeting Type: Special Ticker: BAR
Primary ISIN: BE0003790079 Primary SEDOL: 4704096
Page 41 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Barco NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special Meeting Agenda Mgmt
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 1
Voter Rationale: The company set a maximum annual repurchase limit of 5% of the issued capital per year. Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. In addition, shares should not be repurchased at a premium/discount to the market price of more than 10%.
Bayerische Motoren Werke AG
Meeting Date: 05/16/2019 Country: Germany
Meeting Type: Annual Ticker: BMW
Primary ISIN: DE0005190003 Primary SEDOL: 5756029
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.52 per Preferred Share and EUR 3.50 per
Ordinary Share
2
Mgmt Abstain For Approve Discharge of Management Board for Fiscal 2018
3
Voter Rationale: We abstained on a precautionary basis in light of the ongoing investigations concerning antitrust violations amongst German carmakers, which could potentially result in fines for BMW of up to 10 percent of its annual revenue.
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. Also, we note the ongoing investigations concerning antitrust violations amongst German carmakers, which could potentially result in fines for BMW of up to 10 percent of its annual revenue.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 5
Mgmt Against For Elect Susanne Klatten to the Supervisory Board 6.1
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Page 42 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Bayerische Motoren Werke AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Stefan Quandt to the Supervisory Board 6.2
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Further, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Vishal Sikka to the Supervisory Board 6.3
Mgmt Against For Approve Creation of EUR 5 Million Pool of Capital for Employee Stock Purchase Plan
7
Voter Rationale: Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.
Beiersdorf AG
Meeting Date: 04/17/2019 Country: Germany
Meeting Type: Annual Ticker: BEI
Primary ISIN: DE0005200000 Primary SEDOL: 5107401
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.70 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for
Fiscal 2019 5
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm
Mgmt For For Elect Hong Chow to the Supervisory Board 6.1
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Beiersdorf AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Martin Hansson to the Supervisory Board 6.2
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Likewise, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt Against For Elect Michael Herz to the Supervisory Board 6.3
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Christine Martel to the Supervisory Board 6.4
Mgmt For For Elect Frederic Pflanz to the Supervisory Board 6.5
Mgmt Against For Elect Reinhard Poellath to the Supervisory Board 6.6
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Likewise, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Beatrice Dreyfus as Alternate Supervisory Board Member
6.7
BELIMO Holding AG
Meeting Date: 04/01/2019 Country: Switzerland
Meeting Type: Annual Ticker: BEAN
Primary ISIN: CH0001503199 Primary SEDOL: 4152952
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of
CHF 100 per Share 2
Mgmt For For Approve Remuneration Report (Non-Binding) 3
Page 44 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
BELIMO Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board and Senior
Management 4
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 900,000 5.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 5.4 Million 5.2
Mgmt For For Reelect Adrian Altenburger as Director 6.1.1
Mgmt For For Reelect Patrick Burkhalter as Director 6.1.2
Mgmt For For Reelect Sandra Emme as Director 6.1.3
Mgmt For For Reelect Martin Zwyssig as Director 6.1.4
Mgmt For For Elect Urban Linsi as Director 6.2
Mgmt For For Elect Patrick Burkhalter as Board Chairman 6.3.1
Mgmt For For Reelect Martin Zwyssig as Deputy Chairman 6.3.2
Mgmt For For Reappoint Adrian Altenburger as Member of the
Compensation Committee 6.4.1
Mgmt For For Reappoint Sandra Emme as Member of the
Compensation Committee 6.4.2
Mgmt For For Designate Proxy Voting Services GmbH as
Independent Proxy 6.5
Mgmt For For Ratify KPMG AG as Auditors 6.6
Mgmt Against For Transact Other Business (Voting) 7
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Berner Kantonalbank AG
Meeting Date: 05/14/2019 Country: Switzerland
Meeting Type: Annual Ticker: BEKN
Primary ISIN: CH0009691608 Primary SEDOL: 5679546
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of
CHF 8.00 per Share 2
Page 45 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Berner Kantonalbank AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Daniel Bloch as Director 4.1.1
Mgmt For For Reelect Antoinette Hunziker-Ebneter as Director 4.1.2
Mgmt For For Reelect Christoph Lengwiler as Director 4.1.3
Mgmt For For Reelect Rudolf Staempfli as Director 4.1.4
Mgmt For For Reelect Peter Wittwer as Director 4.1.5
Mgmt For For Elect Gilles Frote as Director 4.1.6
Mgmt For For Elect Annelis Haemmerli as Director 4.1.7
Mgmt For For Elect Pascal Sieber as Director 4.1.8
Mgmt For For Elect Antoinette Hunziker-Ebneter as Board
Chairman 4.2
Mgmt For For Reappoint Daniel Bloch as Member of the
Compensation Committee 4.3.1
Mgmt For For Reappoint Antoinette Hunziker-Ebneter as
Member of the Compensation Committee 4.3.2
Mgmt For For Reappoint Peter Wittwer as Member of the
Compensation Committee 4.3.3
Mgmt For For Designate Daniel Graf as Independent Proxy 4.4
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.5
Mgmt Against For Approve Remuneration of Directors in the
Amount of CHF 1.4 Million 5.1
Voter Rationale: A vote AGAINST this resolution is warranted because the non-executive chairwoman of the board receives pension benefits.
Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 4 Million
5.2
Mgmt Against For Transact Other Business (Voting) 6
Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Bilia AB
Meeting Date: 04/08/2019 Country: Sweden
Meeting Type: Annual Ticker: BILI.A
Primary ISIN: SE0009921588 Primary SEDOL: BDVLJ38
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Bilia AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8
Mgmt For For Accept Financial Statements and Statutory
Reports 9
Mgmt For For Approve Allocation of Income and Dividends of
SEK 4.75 Per Share 10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (10) and
Deputy Members (0) of Board 12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 360,000 for Chairman and Vice Chairman and SEK 230,000 for Other Directors;
Approve Remuneration for Committee Work
13
Mgmt Against For Reelect Ingrid Jonasson Blank, Gunnar Blomkvist, Anna Engebretsen, Jack Forsgren, Mats Holgerson, Jan Pettersson (Vice Chairman), Nicklas Paulson, Mats Qviberg (Chairman) and Jon Risfelt as Directors; Elect
Eva Eriksson as New Director
14
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Ratify KPMG as Auditor; Approve Remuneration
of Auditors 15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Page 47 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Bilia AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 17
Mgmt Other Business 18
Mgmt Close Meeting 19
BioGaia AB
Meeting Date: 05/08/2019 Country: Sweden
Meeting Type: Annual Ticker: BIOG.B
Primary ISIN: SE0000470395 Primary SEDOL: 5473124
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory Reports
8
Mgmt For For Accept Financial Statements and Statutory Reports
9.a
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of
SEK 10 Per Share 9.b
Mgmt For For Approve Discharge of Board and President 9.c
Mgmt For For Determine Number of Members (7) and Deputy
Members of Board (0) 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 600,000 for Chairman, SEK 430,000 for Vice Chairman and SEK 230,000 for Other Directors; Approve Extra Remuneration of Peter Rothschild; Approve Remuneration of
Auditors
11
Mgmt For For Reelect Ewa Bjorling as Director 12.a
Page 48 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
BioGaia AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect David Dangoor as Director 12.b
Mgmt For For Reelect Peter Elving as Director 12.c
Mgmt For For Reelect Inger Holmstrom as Director 12.d
Mgmt For For Reelect Anthon Jahreskog as Director 12.e
Mgmt For For Reelect Peter Rothschild as Director 12.f
Voter Rationale: Executive directors should not serve on the key committees. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Brit Stakston as Director 12.g
Mgmt Against For Reelect Peter Rothschild as Board Chairman and David Dangoor as Vice Chairman
13
Voter Rationale: The board should appoint an independent Chair and a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Ratify Deloitte as Auditors 14
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
15
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Close Meeting 17
bioMerieux SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: BIM
Primary ISIN: FR0013280286 Primary SEDOL: BF0LBX7
Page 49 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
bioMerieux SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Discharge of Directors 3
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.35 per Share 4
Mgmt For For Approve Transaction with Silliker Group Corporation France Re: Provision of One Employee
5
Mgmt For For Approve Transaction with Institut Merieux Re:
Creation of GNEH 6
Mgmt Against For Approve Amendment of Transaction with
Institut Merieux Re: Services Agreement 7
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt For For Acknowledge End of Mandate of Michele Palladino as Director and Decision Not to Renew
8
Mgmt Against For Reelect Philippe Archinard as Director 9
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Agnes Lemarchand as Director 10
Mgmt For For Acknowledge End of Mandate of Philippe Gillet
as Director and Decision Not to Renew 11
Mgmt Against For Approve Remuneration Policy of Chairman and
CEO 12
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Lastly, companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company.
Mgmt Against For Approve Remuneration Policy of Vice-CEOs 13
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.Lastly, companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company.
Page 50 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
bioMerieux SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Alexandre Merieux,
Chairman and CEO 14
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
15
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
16
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 4,210,280
17
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 4,210,280
18
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements
19
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
20
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17
to 19
21
Voter Rationale: Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company. In addition, this authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 22
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Page 51 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
bioMerieux SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 4,210,280 for Bonus Issue or Increase in Par Value
23
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Instruments without Preemptive Rights Including by Companies Owning over 50 Percent of the Company Share Capital up to
Aggregate Nominal Amount of EUR 4,210,280
24
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
25
Mgmt For For Eliminate Preemptive Rights Pursuant to Item 25 Above, in Favor of Employees
26
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17 to 25
at EUR 4,210,280
27
Mgmt For For Authorize Filing of Required Documents/Other Formalities
28
BNP Paribas SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: BNP
Primary ISIN: FR0000131104 Primary SEDOL: 7309681
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 3.02 per Share 3
Mgmt For For Receive Auditors' Special Report on
Related-Party Transactions 4
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 5
Mgmt For For Reelect Jean-Laurent Bonnafe as Director 6
Page 52 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
BNP Paribas SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Wouter De Ploey as Director 7
Mgmt For For Reelect Marion Guillou as Director 8
Mgmt For For Reelect Michel Tilmant as Director 9
Mgmt For For Ratify Appointment of Rajna Gibson-Brandon as
Director 10
Mgmt For For Approve Remuneration Policy of Chairman of
the Board 11
Mgmt For For Approve Remuneration Policy of CEO and
Vice-CEO 12
Mgmt For For Approve Compensation of Jean Lemierre,
Chairman of the Board 13
Mgmt Against For Approve Compensation of Jean-Laurent
Bonnafe, CEO 14
Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Mgmt Against For Approve Compensation of Philippe Bordenave, Vice-CEO
15
Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Mgmt For For Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible
Officers and the Risk-takers
16
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
17
Mgmt For For Authorize Filing of Required Documents/Other Formalities
18
Bobst Group SA
Meeting Date: 04/04/2019 Country: Switzerland
Meeting Type: Annual Ticker: BOBNN
Primary ISIN: CH0012684657 Primary SEDOL: 7222755
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Discharge of Board of Directors 2
Page 53 of 294
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Bobst Group SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
CHF 1.5 per Share 3
Mgmt For For Reelect Alain Guttmann as Director 4.1
Mgmt For For Reelect Thierry de Kalbermatten as Director 4.2
Mgmt For For Reelect Gian-Luca Bona as Director 4.3
Mgmt For For Reelect Juergen Brandt as Director 4.4
Mgmt For For Reelect Philip Mosimann as Director 4.5
Mgmt For For Reelect Alain Guttmann as Board Chairman 4.6
Mgmt For For Reappoint Gian-Luca Bona as Member of the
Compensation Committee 5.1
Mgmt For For Reappoint Thierry de Kalbermatten as Member
of the Compensation Committee 5.2
Mgmt Against For Approve Remuneration of Board of Directors in
the Amount of CHF 1.6 Million 6.1
Voter Rationale: A vote AGAINST this resolution is warranted because:The proposal represents a large potential increase in board fees and the company has not provide a compelling rationale.
Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 7 Million
6.2
Mgmt For For Ratify PricewaterhouseCoopers SA as Auditors 7
Mgmt For For Designate Ofisa SA as Independent Proxy 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Boiron SA
Meeting Date: 05/16/2019 Country: France
Meeting Type: Annual/Special Ticker: BOI
Primary ISIN: FR0000061129 Primary SEDOL: 7622043
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 54 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Boiron SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.45 per Share 3
Mgmt Against For Approve Auditors' Special Report on
Related-Party Transactions 4
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Reelect Christian Boiron as Director 5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Virginie Heurtaut as Director 6
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Michel Bouissou as Director 7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 242,615 8
Mgmt For For Approve Compensation of Thierry Boiron,
Chairman of the Board 9
Mgmt Against For Approve Compensation of Christian Boiron, CEO 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Valerie
Lorentz-Poinsot, Vice-CEO 11
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Christophe Bayssat,
Vice-CEO 12
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy of Chairman, CEO and Vice-CEOs
13
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Page 55 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Boiron SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 14
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
15
Mgmt For For Authorize Filing of Required Documents/Other Formalities
16
Boliden AB
Meeting Date: 05/03/2019 Country: Sweden
Meeting Type: Annual Ticker: BOL
Primary ISIN: SE0011088665 Primary SEDOL: BDFD9D0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt Receive Report on Work of Board and its
Committees 8
Mgmt Receive President's Report 9
Mgmt Receive Report on Audit Work During 2018 10
Mgmt For For Accept Financial Statements and Statutory
Reports 11
Mgmt For For Approve Allocation of Income and Dividends of
SEK 8.75 Per Share 12
Mgmt For For Approve Discharge of Board and President 13
Mgmt For For Determine Number of Directors (7) and Deputy Directors (0) of Board; Set Number of Auditors at One
14
Page 56 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Boliden AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.75 Million for Chairman and SEK 580,000 for Other Directors; Approve Remuneration for Committee Work
15
Mgmt For For Reelect Marie Berglund as Director 16.a
Mgmt For For Reelect Tom Erixon as Director 16.b
Mgmt For For Reelect Michael G:son Low as Director 16.c
Mgmt For For Reelect Elisabeth Nilsson as Director 16.d
Mgmt For For Reelect Pia Rudengren as Director 16.e
Mgmt Against For Reelect Anders Ullberg as Director 16.f
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Perttu Louhiluoto as New Director 16.g
Mgmt Against For Reelect Anders Ullberg as Board Chairman 16.h
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Approve Remuneration of Auditors 17
Mgmt For For Ratify Deloitte as Auditors 18
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
19
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Reelect Jan Andersson (Chairman), Lars Erik Forsgardh, Ola Peter Gjessing, Tommi Saukkoriipi and Anders Ullberg as Members of
Nominating Committee
20
Mgmt For For Approve Share Redemption Program 21
Mgmt Allow Questions 22
Mgmt Close Meeting 23
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Brenntag AG
Meeting Date: 06/13/2019 Country: Germany
Meeting Type: Annual Ticker: BNR
Primary ISIN: DE000A1DAHH0 Primary SEDOL: B4YVF56
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.20 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019
5
Capgemini SE
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: CAP
Primary ISIN: FR0000125338 Primary SEDOL: 4163437
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.70 per Share 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Page 58 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Capgemini SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Compensation of Paul Hermelin,
Chairman and CEO 5
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Compensation of Thierry Delaporte, Vice-CEO
6
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Compensation of Aiman Ezzat, Vice-CEO
7
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Remuneration Policy of Chairman and CEO
8
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Remuneration Policy of Vice-CEOs 9
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify Appointment of Laura Desmond as
Director 10
Mgmt For For Elect Xiaoqun Clever as Director 11
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 12
Mgmt Extraordinary Business
Mgmt For For Amend Article 12 of Bylaws Re: Directors
Attendance 13
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Employees
and Executive Officers
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 15
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries
16
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Capgemini SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 17
Carrefour SA
Meeting Date: 06/14/2019 Country: France
Meeting Type: Annual/Special Ticker: CA
Primary ISIN: FR0000120172 Primary SEDOL: 5641567
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.46 per Share
3
Mgmt For For Ratify Change Location of Registered Office to 93 Avenue de Paris, 91300 Massy
4
Mgmt For For Ratify Appointment of Claudia Almeida e Silva as Director
5
Mgmt Against For Ratify Appointment of Alexandre Arnault as Director
6
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Thierry Breton as Director 7
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Flavia Buarque de Almeida as Director 8
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Abilio Diniz as Director 9
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Page 60 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Carrefour SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Charles Edelstenne as Director 10
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 1.28 Million
11
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the
Absence of New Transactions
12
Mgmt Against For Approve Non-Compete Agreement with Alexandre Bompard, Chairman and CEO
13
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt Against For Approve Compensation of Alexandre Bompard, Chairman and CEO
14
Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt Against For Approve Remuneration Policy of Alexandre Bompard, Chairman and CEO
15
Voter Rationale: Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 16
Mgmt Extraordinary Business
Mgmt For For Amend Bylaws Re: Adding a Preamble 17
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million
19
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 175 Million
20
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 175 Million
21
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Carrefour SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
22
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 23
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value
24
Mgmt Against For Authorize up to 0.8 Percent of Issued Capital for
Use in Restricted Stock Plans 25
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
26
Mgmt For For Authorize Filing of Required Documents/Other Formalities
27
Cembra Money Bank AG
Meeting Date: 04/17/2019 Country: Switzerland
Meeting Type: Annual Ticker: CMBN
Primary ISIN: CH0225173167 Primary SEDOL: BFSSBH4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Allocation of Income and Dividends of
3.75 per Share 3
Mgmt For For Approve Discharge of Board and Senior
Management 4
Mgmt For For Reelect Felix Weber as Director 5.1.1
Mgmt For For Reelect Peter Athanas as Director 5.1.2
Mgmt For For Reelect Urs Baumann as Director 5.1.3
Mgmt For For Reelect Denis Hall as Director 5.1.4
Mgmt For For Reelect Katrina Machin as Director 5.1.5
Mgmt For For Reelect Monica Maechler as Director 5.1.6
Page 62 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Cembra Money Bank AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Ben Tellings as Director 5.1.7
Mgmt For For Reelect Felix Weber as Board Chairman 5.2
Mgmt For For Reappoint Urs Baumann as Member of the
Compensation and Nomination Committee 5.3.1
Mgmt For For Reappoint Katrina Machin as Member of the
Compensation and Nomination Committee 5.3.2
Mgmt For For Reappoint Ben Tellings as Member of the
Compensation and Nomination Committee 5.3.3
Mgmt For For Designate Keller KLG as Independent Proxy 5.4
Mgmt For For Ratify KPMG AG as Auditors 5.5
Mgmt For For Approve Creation of CHF 3 Million Pool of
Capital without Preemptive Rights 6
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 1.5 Million 7.1
Mgmt For For Approve Fixed and Variable Remuneration of Executive Committee in the Amount of CHF 6.4 Million
7.2
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
CEWE Stiftung & Co. KGaA
Meeting Date: 06/05/2019 Country: Germany
Meeting Type: Annual Ticker: CWC
Primary ISIN: DE0005403901 Primary SEDOL: 5740806
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports for Fiscal 2018 Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.95 per Share 2
Mgmt For For Approve Discharge of Personally Liable Partner Neumueller CEWE COLOR Stiftung for Fiscal 2018
3
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CEWE Stiftung & Co. KGaA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify BDO AG as Auditors for Fiscal 2019 5
Mgmt For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 130,000 Pool of Conditional Capital to Guarantee Conversion Rights
6
Christian Dior SE
Meeting Date: 04/18/2019 Country: France
Meeting Type: Annual/Special Ticker: CDI
Primary ISIN: FR0000130403 Primary SEDOL: 4061393
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 6.00 per Share 3
Mgmt Against For Approve Auditors' Special Report on
Related-Party Transactions 4
Voter Rationale: The proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.
Mgmt Against For Reelect Nicolas Bazire as Director 5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Renaud Donnedieu de Vabres as
Director 6
Mgmt Against For Reelect Segolene Gallienne as Director 7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 64 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Christian Dior SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Christian de Labriffe as Director 8
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt For For Renew Appointment of Ernst and Young et Autres as Auditor
9
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Acknowledge End of Mandate of Auditex as Alternate Auditor and Decision Not to Renew
10
Mgmt For For Renew Appointment of Mazars as Auditor 11
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Acknowledge End of Mandate of Gilles Rainaut as Alternate Auditor and Decision Not to Renew
12
Mgmt Against For Approve Compensation of Bernard Arnault, Chairman of the Board
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Sidney Toledano, CEO 14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Chairman of
the Board 15
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of CEO 16
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
17
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
18
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Christian Dior SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Article 16 of Bylaws to Comply with
Legal Changes Re: Alternate Auditors 19
Cloetta AB
Meeting Date: 04/04/2019 Country: Sweden
Meeting Type: Annual Ticker: CLA.B
Primary ISIN: SE0002626861 Primary SEDOL: B3K5QQ3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports
7
Mgmt Receive Board's Report 8
Mgmt Receive President's Report 9
Mgmt For For Accept Financial Statements and Statutory Reports
10
Mgmt For For Approve Allocation of Income and Dividends of SEK 1.00 Per Share
11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board
13
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 685,000 for Chairman and SEK 315,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
14
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Reelect Lilian Fossum Biner as Director 15.a
Mgmt For For Reelect Mikael Aru as Director 15.b
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Cloetta AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Lottie Knutson as Director 15.c
Mgmt For For Reelect Alan McLean Raleigh as Director 15.d
Mgmt For For Reelect Mikael Svenfelt as Director 15.e
Mgmt Against For Reelect Camilla Svenfelt as Director 15.f
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Patrick Bergander as New Director 15.g
Mgmt For For Reelect Lilian Fossum Biner as Board Chairman 16
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 17
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Nominating Committee Procedures 18
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
19
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Incentive Plan LTIP 2019 for Key Employees
20
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Close Meeting 21
CNH Industrial NV
Meeting Date: 04/12/2019 Country: Netherlands
Meeting Type: Annual Ticker: CNHI
Primary ISIN: NL0010545661 Primary SEDOL: BDX85Z1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
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CNH Industrial NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Discuss Remuneration Policy 2.a
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 2.b
Mgmt For For Adopt Financial Statements and Statutory
Reports 2.c
Mgmt For For Approve Dividends of EUR 0.18 Per Share 2.d
Mgmt For For Approve Discharge of Directors 2.e
Mgmt For For Reelect Suzanne Heywood as Executive Director 3.a
Mgmt For For Reelect Hubertus Mühlhäuser as Executive
Director 3.b
Mgmt For For Reelect Léo W. Houle as Non-Executive Director 3.c
Mgmt Against For Reelect John B. Lanaway as Non-Executive
Director 3.d
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Silke C. Scheiber as Non-Executive Director
3.e
Mgmt For For Reelect Jacqueline A. Tammenoms as Non-Executive Director
3.f
Mgmt For For Reelect Jacques Theurillat as Non-Executive Director
3.g
Mgmt For For Elect Alessandro Nasi as Non-Executive Director 3.h
Mgmt For For Elect Lorenzo Simonelli as Non-Executive Director
3.i
Mgmt For For Ratify Ernst & Young as Auditors 4
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
5
Mgmt Close Meeting 6
CNP Assurances SA
Meeting Date: 04/18/2019 Country: France
Meeting Type: Annual Ticker: CNP
Primary ISIN: FR0000120222 Primary SEDOL: 5543986
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CNP Assurances SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.89 per Share 3
Mgmt For For Approve Transaction with Arial CNP Assurances
Re: Collective Pension Plan 4
Mgmt For For Approve Transaction with Caixa Economica Federal, Caixa Seguridade Participacoes,CSH, and Wiz Re: Exclusive Distribution Agreement
5
Mgmt For For Approve Transaction with CDC and Altarea
Cogedim Re: Real-Estate Acquisition 6
Mgmt For For Approve Transaction with CDC and Altarea
Cogedim Re: Real-Estate Cession 7
Mgmt For For Approve Health Insurance Coverage Agreement with Antoine Lissowski, CEO Since Sep. 1st, 2018
8
Mgmt For For Approve Health Insurance Coverage Agreement
with Frederic Lavenir, CEO Until Aug. 31, 2018 9
Mgmt For For Approve Health Insurance Coverage Agreement
with Jean-Paul Faugere, Chairman of the Board 10
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 11
Mgmt For For Approve Remuneration policy of Chairman of
the Board 12
Mgmt For For Approve Compensation of Jean-Paul Faugere,
Chairman of the Board 13
Mgmt For For Approve Remuneration policy of CEO 14
Mgmt For For Approve Compensation of Frederic Lavenir, CEO
Until Aug. 31, 2018 15
Mgmt For For Approve Compensation of Antoine Lissowski,
CEO Since Sep. 1st, 2018 16
Mgmt Against For Ratify Appointment of Annabelle Beugin-Soulon
as Director 17
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
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CNP Assurances SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Ratify Appointment of Alexandra Basso as
Director 18
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment of Olivier Fabas as Director 19
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment of Laurence Giraudon as Director
20
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment of Laurent Mignon as Director
21
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 22
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 23
Coface SA
Meeting Date: 05/16/2019 Country: France
Meeting Type: Annual/Special Ticker: COFA
Primary ISIN: FR0010667147 Primary SEDOL: BNFWV75
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.79 per Share
3
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 450,000
4
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
5
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Coface SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Ratify Appointment of Francois Riahi as Director 6
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
7
Mgmt Against For Approve Compensation of Xavier Durand, CEO 8
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy of Xavier Durand, CEO
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Elect Nicolas Moreau as Director 10
Mgmt For For Elect Nathalie Bricker as Director 11
Mgmt For For Renew Appointment of Deloitte as Auditor 12
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Acknowledge End of Mandate of BEAS as
Alternate Auditor and Decision Not to Replace 13
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries
14
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 15
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 16
comdirect bank AG
Meeting Date: 05/09/2019 Country: Germany
Meeting Type: Annual Ticker: COM
Primary ISIN: DE0005428007 Primary SEDOL: 5975266
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comdirect bank AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.25 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for
Fiscal 2019 5
Mgmt Against For Elect Michael Mandel to the Supervisory Board 6.1
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Also, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Verena Pausder to the Supervisory Board 6.2
Mgmt Against For Elect Sabine Schmittroth to the Supervisory Board
6.3
Mgmt Against For Elect Jochen Sutor to the Supervisory Board 6.4
Mgmt Against For Approve Cancellation of Authorized Capital; Approve Creation of EUR 70 Million Pool of
Capital without Preemptive Rights
7
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Compagnie de Saint-Gobain SA
Meeting Date: 06/06/2019 Country: France
Meeting Type: Annual/Special Ticker: SGO
Primary ISIN: FR0000125007 Primary SEDOL: 7380482
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Compagnie de Saint-Gobain SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.33 per Share 3
Mgmt For For Reelect Anne-Marie Idrac as Director 4
Mgmt Against For Reelect Dominique Leroy as Director 5
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Denis Ranque as Director 6
Mgmt For For Reelect Jacques Pestre as Representative of
Employee Shareholders to the Board 7
Mgmt Against For Approve Compensation of Pierre-Andre de
Chalendar, Chairman and CEO 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman and CEO
9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Vice-CEO 10
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Severance Agreement of Benoit Bazin, Vice-CEO
11
Mgmt For For Approve Additional Pension Scheme Agreement with Benoit Bazin
12
Mgmt For For Approve Health Insurance Agreement with Benoit Bazin
13
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
14
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 437 Million
15
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Compagnie de Saint-Gobain SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 218 Million
16
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 218 Million
17
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
18
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 19
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 109 Million for Bonus Issue or Increase in Par Value
20
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
21
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 22
Mgmt For For Authorize up to 1.5 Percent of Issued Capital for Use in Stock Option Plans Reserved For Executive Officers
23
Mgmt For For Authorize up to 1.2 Percent of Issued Capital for Use in Restricted Stock Plans Reserved For Executive Officers
24
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 25
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 26
Compagnie Generale des Etablissements Michelin SCA
Meeting Date: 05/17/2019 Country: France
Meeting Type: Annual/Special Ticker: ML
Primary ISIN: FR0000121261 Primary SEDOL: 4588364
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
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Compagnie Generale des Etablissements Michelin SCA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 3.70 per Share 2
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 5
Mgmt Against For Approve Compensation of Jean-Dominique
Senard, Chairman of the General Managment 6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Florent Menegaux, Managing General Partner
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Yves Chapot, Non-Partner General Manager
8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Michel Rollier, Chairman of the Supervisory Board Member
9
Mgmt For For Elect Barbara Dalibard as Supervisory Board Member
10
Mgmt For For Elect Aruna Jayanthi as Supervisory Board Member
11
Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR 770,000
12
Mgmt Extraordinary Business
Mgmt For For Authorize up to 0.7 Percent of Issued Capital for Use in Restricted Stock Plans Reserved Employees, Executive Officers Excluded
13
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
14
Mgmt For For Amend Article 10 of Bylaws Re: Bond Issuance 15
Mgmt For For Authorize Filing of Required Documents/Other Formalities
16
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Conzzeta AG
Meeting Date: 04/16/2019 Country: Switzerland
Meeting Type: Annual Ticker: CON
Primary ISIN: CH0244017502 Primary SEDOL: BP4W2Q6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 18 per Class A Share, and CHF 3.60 per
Class B Share
2
Mgmt For For Approve Discharge of Board of Directors 3
Mgmt Against For Reelect Ernst Baertschi as Director 4.1
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt For For Reelect Roland Abt as Director 4.2
Mgmt Against For Reelect Matthias Auer as Director 4.3
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt Against For Reelect Philip Mosimann as Director 4.4
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt For For Reelect Urs Riedener as Director 4.5
Mgmt Against For Reelect Jacob Schmidheiny as Director 4.6
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
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Conzzeta AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Robert Spoerry as Director 4.7
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt For For Elect Michael Koenig as Director 4.8
Mgmt Against For Reelect Ernst Baertschi as Board Chairman 5
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt Against For Reappoint Philip Mosimann as Member of the Compensation Committee
6.1
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt Against For Reappoint Robert Spoerry as Member of the Compensation Committee
6.2
Voter Rationale: Board Elections (Items 4.1-5)Votes AGAINST the non-independent nominees, Ernst Baertschi (Item 4.1), Matthias Auer, Philip Mosimann, Jacob Schmidheiny and Robert Spoerry are warranted due to the failure to establish a majority independent board.A vote AGAINST Enrst Baertschi as chairman (Item 5) is warranted because his election to the board does not warrant supportVotes FOR the independent nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 6.1-6.3)Votes AGAINST the non-independent nominees Philip Mosimann and Robert Spoerry are warranted due to the failure to establish a majority-independent compensation committee.A vote FOR the independent compensation committee nominee, Urs Riedener, is warranted.
Mgmt For For Appoint Urs Riedener as Member of the
Compensation Committee 6.3
Mgmt Against For Approve Remuneration Report 7.1
Voter Rationale: A vote AGAINST the remuneration report is warranted because: - The company awarded a discretionary special bonus to an executive committee member during the financial year under review, and limited information surrounding this is disclosed. - Equity awards under the LTI are based upon EPS performance over a single year and are not subject to any performance conditions after grant.
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 1.5 Million 7.2
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 8.4 Million 7.3
Mgmt For For Ratify KPMG AG as Auditors 8
Mgmt For For Designate Marianne Sieger as Independent
Proxy 9
Page 77 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Conzzeta AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Transact Other Business (Voting) 10
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Corporacion Financiera Alba SA
Meeting Date: 06/17/2019 Country: Spain
Meeting Type: Annual/Special Ticker: ALB
Primary ISIN: ES0117160111 Primary SEDOL: 5730409
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial
Statements Mgmt For For
Mgmt For For Approve Discharge of Board 2
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Scrip Dividends 4
Mgmt For For Fix Number of Directors at 13 5.1
Mgmt For For Elect Maria Luisa Guibert Ucin as Director 5.2
Mgmt For For Elect Ana Maria Plaza Arregui as Director 5.3
Mgmt For For Reelect Ramon Carne Casas as Director 5.4
Mgmt For For Reelect Juan March Juan as Director 5.5
Mgmt Against For Reelect Anton Pradera Jauregui as Director 5.6
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Advisory Vote on Remuneration Report 6
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy 7.1
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Page 78 of 294
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Corporacion Financiera Alba SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Annual Maximum Remuneration 7.2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.
Mgmt Against For Approve Share Appreciation Rights Plan 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Share Repurchase and Capital Reduction via Amortization of Repurchased
Shares
9
Mgmt Against For Authorize Increase in Capital up to 20 Percent via Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
10.1
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities with Preemptive Rights
10.2
Mgmt For For Set Global Limit for Capital Increase to Result From All Issuance Requests
10.3
Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights
up to EUR 500 Million
11
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions 12
Mgmt For For Approve Minutes of Meeting 13
Credit Suisse Group AG
Meeting Date: 04/26/2019 Country: Switzerland
Meeting Type: Annual Ticker: CSGN
Primary ISIN: CH0012138530 Primary SEDOL: 7171589
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Approve Remuneration Report Mgmt For For
Mgmt For For Accept Financial Statements and Statutory Reports
1.2
Mgmt For For Approve Discharge of Board and Senior Management
2
Page 79 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Credit Suisse Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income 3.1
Mgmt For For Approve Dividends of CHF 0.26 per Share from
Capital Contribution Reserves 3.2
Mgmt For For Approve Creation of CHF 4.1 Million Pool of
Capital without Preemptive Rights 4
Mgmt For For Amend Articles Re: General Meeting of
Shareholders; Deletions 5.1
Mgmt For For Amend Articles Re: Voting Rights 5.2
Mgmt For For Reelect Urs Rohner as Director and Board
Chairman 6.1.a
Mgmt For For Reelect Iris Bohnet as Director 6.1.b
Mgmt For For Reelect Andreas Gottschling as Director 6.1.c
Mgmt For For Reelect Alexander Gut as Director 6.1.d
Mgmt For For Reelect Michael Klein as Director 6.1.e
Mgmt For For Reelect Seraina Macia as Director 6.1.f
Mgmt For For Reelect Kai Nargolwala as Director 6.1.g
Mgmt For For Elect Ana Pessoa as Director 6.1.h
Mgmt For For Reelect Joaquin Ribeiro as Director 6.1.i
Mgmt For For Reelect Severin Schwan as Director 6.1.j
Mgmt For For Reelect John Tiner as Director 6.1.k
Mgmt For For Elect Christian Gellerstad as Director 6.1.l
Mgmt For For Elect Shan Li as Director 6.1.m
Mgmt For For Reappoint Iris Bohnet as Member of the
Compensation Committee 6.2.1
Mgmt For For Reappoint Kai Nargolwala as Member of the
Compensation Committee 6.2.2
Mgmt For For Appoint Christian Gellerstad as Member of the
Compensation Committee 6.2.3
Mgmt For For Appoint Michael Klein as Member of the
Compensation Committee 6.2.4
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 12 Million 7.1
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 30.6 Million
7.2.1
Mgmt For For Approve Fixed Remuneration of Executive
Committee in the Amount of CHF 31 Million 7.2.2
Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 30.2 Million
7.2.3
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Credit Suisse Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG AG as Auditors 8.1
Mgmt For For Ratify BDO AG as Special Auditors 8.2
Mgmt For For Designate Anwaltskanzlei Keller KLG as
Independent Proxy 8.3
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Dassault Systemes SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: DSY
Primary ISIN: FR0000130650 Primary SEDOL: 5330047
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.65 per Share 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Mgmt For For Approve Remuneration Policy of Chairman of
the Board 5
Mgmt Against For Approve Remuneration Policy of Vice Chairman
of the Board and CEO 6
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Charles Edelstenne,
Chairman of the Board 7
Page 81 of 294
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Dassault Systemes SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Bernard Charles, Vice
Chairman of the Board and CEO 8
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Reelect Catherine Dassault as Director 9
Mgmt For For Reelect Toshiko Mori as Director 10
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
11
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
12
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 12 Million
13
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 12 Million
14
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to
Aggregate Nominal Amount of EUR 12 Million
15
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation
Submitted to Shareholder Vote Above
16
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 12 Million for Bonus Issue or Increase in
Par Value
17
Mgmt Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
18
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plans Reserved for
Employees and Executive Officers
19
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
20
Mgmt For For Authorize Filing of Required Documents/Other Formalities
21
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Dermapharm Holding SE
Meeting Date: 06/04/2019 Country: Germany
Meeting Type: Annual Ticker: DMP
Primary ISIN: DE000A2GS5D8 Primary SEDOL: BFYTTC2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.77 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2018
4
Mgmt For For Ratify Warth & Klein Grant Thornton AG as Auditors for Fiscal 2019
5
Deutsche Boerse AG
Meeting Date: 05/08/2019 Country: Germany
Meeting Type: Annual Ticker: DB1
Primary ISIN: DE0005810055 Primary SEDOL: 7021963
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.70 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Mgmt For For Elect Clara-Christina Streit to the Supervisory
Board 5.1
Mgmt For For Elect Charles Stonehill to the Supervisory Board 5.2
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
6
Page 83 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Deutsche Boerse AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Use of Financial Derivatives when
Repurchasing Shares 7
Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.
Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 17.8 Million Pool of Capital to Guarantee Conversion Rights
8
Mgmt For For Approve Affiliation Agreement with Subsidiary Clearstream Beteiligungs AG
9
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 10
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Deutsche Lufthansa AG
Meeting Date: 05/07/2019 Country: Germany
Meeting Type: Annual Ticker: LHA
Primary ISIN: DE0008232125 Primary SEDOL: 5287488
Did Not Vote Due to Ballot Shareblocking
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 0.80 per Share
2
Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2018
4
Mgmt Do Not Vote For Elect Monika Ribar to the Supervisory Board 5
Mgmt Do Not Vote For Approve Remuneration System for Management Board Members
6
Mgmt Do Not Vote For Approve Creation of EUR 450 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
7
Mgmt Do Not Vote For Approve Creation of EUR 30 Million Pool of Capital for Employee Stock Purchase Plan
8
Page 84 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Deutsche Lufthansa AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
9
Mgmt Do Not Vote For Authorize Use of Financial Derivatives when
Repurchasing Shares 10
Mgmt Do Not Vote For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 11
DEUTZ AG
Meeting Date: 04/30/2019 Country: Germany
Meeting Type: Annual Ticker: DEZ
Primary ISIN: DE0006305006 Primary SEDOL: 4557847
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.15 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 5
Mgmt For For Elect Ulrich Dohle to the Supervisory Board 6.1
Mgmt For For Elect Dietmar Voggenreiter to the Supervisory
Board 6.2
Dialog Semiconductor Plc
Meeting Date: 05/02/2019 Country: United Kingdom
Meeting Type: Annual Ticker: DLG
Primary ISIN: GB0059822006 Primary SEDOL: 5982200
Page 85 of 294
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Dialog Semiconductor Plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Severance payments for early termination as a result of a change in control should be similar to those available under normal circumstances.
Mgmt For For Approve Remuneration Report 3
Mgmt For For Reappoint Deloitte LLP as Auditors 4
Mgmt For For Authorise Board to Fix Remuneration of Auditors 5
Mgmt For For Re-elect Jalal Bagherli as Director 6
Mgmt For For Re-elect Nicholas Jeffery as Director 7
Mgmt Against For Re-elect Eamonn O'Hare as Director 8
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Authorise Issue of Equity 9
Mgmt For For Authorise Issue of Equity in Connection with a Rights Issue
10
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
11
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
12
Mgmt For For Authorise the Company to Enter into a Contingent Forward Share Purchase Contract
with Barclays Bank plc
13
Mgmt For For Authorise the Company to Enter into a Contingent Forward Share Purchase Contract
with Goldman Sachs International
14
Mgmt For For Authorise the Company to Enter into a Contingent Forward Share Purchase Contract
with HSBC Bank plc
15
Mgmt For For Authorise the Company to Enter into a Contingent Forward Share Purchase Contract
with Merrill Lynch International
16
Mgmt For For Amend Articles of Association 17
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
18
Page 86 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
DiaSorin SpA
Meeting Date: 04/24/2019 Country: Italy
Meeting Type: Annual Ticker: DIA
Primary ISIN: IT0003492391 Primary SEDOL: B234WN9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Fix Number of Directors 3.1
Mgmt For For Fix Board Terms for Directors 3.2
Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates
SH Do Not Vote None Slate 1 Submitted by IP Investimenti e Partecipazioni Srl
3.3.1
Voter Rationale: Shareholders can support only one slate. Slate 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.
SH For None Slate 2 Submitted by Institutional Investors
(Assogestioni) 3.3.2
Voter Rationale: Shareholders can support only one slate. The nominee is independent. This candidate has been put forth by minority shareholders and could be well positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.
Mgmt Against For Approve Remuneration of Directors 3.4
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Appoint Internal Statutory Auditors (Slate
Election) - Choose One of the Following Slates
SH Against None Slate 1 Submitted by IP Investimenti e
Partecipazioni Srl 4.1.1
SH For None Slate 2 Submitted by Institutional Investors
(Assogestioni) 4.1.2
Voter Rationale: This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior. The profiles and details of candidates submitted under this item have been provided also in English which facilitates scrutiny by global investors.
Page 87 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
DiaSorin SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Appoint Chairman of Internal Statutory Auditors 4.2
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Approve Internal Auditors' Remuneration 4.3
Mgmt Against For Approve Stock Option Plan 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service
Stock Option Plan
6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
D'Ieteren SA
Meeting Date: 06/06/2019 Country: Belgium
Meeting Type: Annual/Special Ticker: DIE
Primary ISIN: BE0974259880 Primary SEDOL: 4247494
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual/ Special Meeting Mgmt
Mgmt Annual Meeting Agenda
Mgmt Receive Directors' and Auditors' Reports (Non-Voting)
1
Mgmt For For Approve Financial Statements and Allocation of Income
2
Mgmt Against For Approve Remuneration Report 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Additionally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Discharge of Directors 4.1
Mgmt For For Approve Discharge of Auditor 4.2
Page 88 of 294
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D'Ieteren SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Nicolas D'Ieteren as Director 5.1
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Olivier Perier as Director 5.2
Mgmt Against For Reelect Michele Sioen as Director 5.3
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Gemms Partners SARL, Permanently Represented by Sophie Gasperment, as
Independent Director
5.4
Mgmt Receive Information on End of Mandate of Axel Miller as Director
5.5
Mgmt Special Meeting Agenda
Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital
1
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
DSV A/S
Meeting Date: 05/27/2019 Country: Denmark
Meeting Type: Special Ticker: DSV
Primary ISIN: DK0060079531 Primary SEDOL: B1WT5G2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Issuance of Shares in Connection with Acquisition of Panalpina Welttransport (Holding) AG
Mgmt For For
Dufry AG
Meeting Date: 05/09/2019 Country: Switzerland
Meeting Type: Annual Ticker: DUFN
Primary ISIN: CH0023405456 Primary SEDOL: B0R80X9
Page 89 of 294
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Dufry AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of CHF 4.00 per Share from Capital Contribution Reserves
2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Approve CHF 16.5 Million Reduction in Share
Capital via Cancellation of Repurchased Shares 4
Mgmt For For Approve Creation of CHF 25 Million Pool of
Capital without Preemptive Rights 5
Mgmt For For Reelect Juan Carretero as Director and Board
Chairman 6.1
Mgmt For For Reelect Jorge Born as Director 6.2.1
Mgmt For For Reelect Claire Chiang as Director 6.2.2
Mgmt For For Reelect Julian Gonzalez as Director 6.2.3
Mgmt For For Reelect Heekyung Min as Director 6.2.4
Mgmt For For Reelect Andres Neumann as Director 6.2.5
Mgmt For For Reelect Steven Tadler as Director 6.2.6
Mgmt For For Reelect Lynda Tyler-Cagni as Director 6.2.7
Mgmt For For Elect Luis Camino as Director 6.3
Mgmt For For Reappoint Jorge Born as Member of the
Compensation Committee 7.1
Mgmt For For Reappoint Claire Chiang as Member of the
Compensation Committee 7.2
Mgmt For For Reappoint Lynda Tyler-Cagni as Member of the
Compensation Committee 7.3
Mgmt For For Ratify Ernst & Young Ltd as Auditors 8
Mgmt For For Designate Altenburger Ltd as Independent
Proxy 9
Mgmt For For Amend Articles Re: Remuneration of the Board
of Directors 10
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 8.5 Million 11.1
Page 90 of 294
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Dufry AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration of Executive Committee
in the Amount of CHF 42.5 Million 11.2
Voter Rationale: A vote AGAINST this proposal is warranted because: * The company has proposed a pay envelope for executive management that represents a significant potential increase in remuneration, and the company has not provided an explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its compensation disclosures. * Compensation levels at Dufry are already high relative to peers. Some shareholders may wish to support the proposal in view of the reduced per person budget compared to the prior year.
Mgmt Against For Transact Other Business (Voting) 12
Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Eastnine AB
Meeting Date: 05/15/2019 Country: Sweden
Meeting Type: Annual Ticker: EAST
Primary ISIN: SE0002158568 Primary SEDOL: B28KPZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Board's Report 7.a
Mgmt Receive President's Report 7.b
Mgmt Receive Auditor's Report 7.c
Mgmt For For Accept Financial Statements and Statutory
Reports 8.a
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of
SEK 2.30 Per Share 8.b
Mgmt For For Approve Discharge of Board and President 8.c
Mgmt Receive Nominating Committee's Report 9
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Eastnine AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Determine Number of Members and Deputy Members of Board; Determine Number of Auditors and Deputy Auditors
10
Mgmt For For Approve Remuneration of Directors; Approve
Remuneration of Auditors 11
Mgmt For For Elect Directors 12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Auditors 13
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Reissuance of Repurchased Shares 15
Mgmt Against For Authorize Share Repurchase Program 16
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt For For Amend Articles Re: Auditors 17
Mgmt Close Meeting 18
Eckert & Ziegler Strahlen- und Medizintechnik AG
Meeting Date: 05/29/2019 Country: Germany
Meeting Type: Annual Ticker: EUZ
Primary ISIN: DE0005659700 Primary SEDOL: 5689857
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.20 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
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Eckert & Ziegler Strahlen- und Medizintechnik AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify BDO AG as Auditors for Fiscal 2019 5
Mgmt For For Elect Frank Perschmann to the Supervisory Board
6.1
Mgmt For For Elect Paola Eckert-Palvarini as Alternate Supervisory Board Member
6.2
Mgmt For For Approve Discharge of Board of Directors of Eckert & Ziegler BEBIG SA for Fiscal 2018
7
Mgmt For For Approve Affiliation Agreement with Eckert & Ziegler Radiopharma GmbH
8
Ege Profil Ticaret ve Sanayi AS
Meeting Date: 05/07/2019 Country: Turkey
Meeting Type: Annual Ticker: EGPRO
Primary ISIN: TRAEGPRO91E8 Primary SEDOL: B03MRZ6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Open Meeting and Elect Presiding Council of
Meeting 1
Mgmt For For Accept Board Report 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Accept Audit Report 3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Accept Financial Statements 4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Board 5
Mgmt Against For Elect Directors and Approve Their Remuneration 6
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.Furthermore, companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
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Ege Profil Ticaret ve Sanayi AS Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income 7
Mgmt Against For Approve Auditors and Authorize Board to Fix
Their Remuneration 8
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Upper Limit of Donations for 2019 and
Receive Information on Donations Made in 2018 9
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose and Receive Information in Accordance to Article 1.3.6 of Corporate Governance Principles
10
Mgmt Receive Information on Related Party
Transactions 11
Mgmt Receive Information on Guarantees, Pledges
and Mortgages Provided to Third Parties 12
Mgmt Wishes 13
Mgmt Close Meeting 14
Eiffage SA
Meeting Date: 04/24/2019 Country: France
Meeting Type: Annual/Special Ticker: FGR
Primary ISIN: FR0000130452 Primary SEDOL: B13X013
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.40 per Share
3
Mgmt For For Renew Appointment of KPMG Audit IS as Auditor
4
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Eiffage SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge End of Mandate of KPMG Audit ID as Alternate Auditor and Decision Not to Replace
5
Mgmt For For Appoint Mazars as Auditor 6
Mgmt For For Acknowledge End of Mandate of Annick Chaumartin as Alternate Auditor and Decision Not to Replace
7
Mgmt For For Reelect Benoit de Ruffray as Director 8
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Isabelle Salaun as Director 9
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt Against For Reelect Laurent Dupont as Representative of Employee Shareholders to the Board
10
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve Compensation of Benoit de Ruffray, Chairman and CEO
11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy for Chairman and
CEO 12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 13
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 14
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 80 Million for Bonus Issue or Increase in Par Value
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 156.8 Million
16
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 39.2 Million
17
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Eiffage SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 39.2 Million
18
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16-18
19
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 20
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17,18 and 20 at EUR 39.2 Million
21
Mgmt Against For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 22
Voter Rationale: This plan could lead to excessive dilution.
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 23
Elica SpA
Meeting Date: 04/18/2019 Country: Italy
Meeting Type: Annual Ticker: ELC
Primary ISIN: IT0003404214 Primary SEDOL: B1GFPS8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1.1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 1.2
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Elica SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Phantom Stock and Voluntary
Co-Investment Plan 2019 - 2025 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
4
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Elis SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: ELIS
Primary ISIN: FR0012435121 Primary SEDOL: BVSS790
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Treatment of Losses 3
Mgmt For For Approve Dividends of EUR 0.37 per Share 4
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 5
Mgmt For For Reelect Thierry Morin as Supervisory Board
Member 6
Mgmt Against For Reelect Magali Chesse as Supervisory Board
Member 7
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Philippe Delleur as Supervisory Board
Member 8
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Ratify Appointment of Antoine Burel as Supervisory Board Member
9
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Elis SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Renew Appointment of Pricewaterhouse
Coopers Audit as Auditor 10
Mgmt For For Renew Appointment of Mazars as Auditor 11
Mgmt For For Approve Remuneration Policy of the Chairman
of the Supervisory Board 12
Mgmt For For Approve Remuneration Policy of Supervisory
Board Members 13
Mgmt For For Approve Remuneration Policy of the Chairman
of the Management Board 14
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Management Board Members
15
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Thierry Morin, Chairman of the Supervisory Board
16
Mgmt Against For Approve Compensation of Xavier Martire, Chairman of the Management Board
17
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice
Mgmt Against For Approve Compensation of Louis Guyot, Management Board Member
18
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice
Mgmt Against For Approve Compensation of Matthieu Lecharny,
Management Board Member 19
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 20
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 21
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of International Subsidiaries
22
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Elis SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 23
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 24
Emlak Konut Gayrimenkul Yatirim Ortakligi AS
Meeting Date: 04/30/2019 Country: Turkey
Meeting Type: Annual Ticker: EKGYO
Primary ISIN: TREEGYO00017 Primary SEDOL: B586565
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Open Meeting and Elect Presiding Council of Meeting; Authorize Presiding Council to Sign Minutes of Meeting
1
Mgmt For For Accept Board Report 2
Mgmt For For Accept Audit Report 3
Mgmt For For Accept Financial Statements 4
Mgmt For For Approve Discharge of Board 5
Mgmt For For Approve Profit Distribution Policy 6
Mgmt For For Approve Allocation of Income 7
Mgmt Against For Ratify External Auditors 8
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Against For Ratify Director Appointments 9
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Elect Directors 10
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. In addition, companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Receive Information on Remuneration Policy 11
Mgmt Against For Approve Director Remuneration 12
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Approve Donation Policy 13
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Emlak Konut Gayrimenkul Yatirim Ortakligi AS Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Upper Limit of Donations for 2019 and
Receive Information on Donations Made in 2018 14
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
15
Mgmt Receive Information on Share Repurchase Program
16
Mgmt Receive Information on Guarantees, Pledges and Mortgages Provided to Third Parties
17
Mgmt Receive Information in Accordance to Article 1.3.6 of Capital Markets Board Corporate
Governance Principles
18
Mgmt Receive Information on Director Remuneration for 2018
19
Mgmt Receive Information in Accordance to Article 37 of Communique on Principles Regarding Real
Estate Investment Trusts
20
Mgmt Receive Information in Accordance to Article 21 of Communique on Principles Regarding Real
Estate Investment Trusts
21
Mgmt Wishes 22
Enel SpA
Meeting Date: 05/16/2019 Country: Italy
Meeting Type: Annual Ticker: ENEL
Primary ISIN: IT0003128367 Primary SEDOL: 7144569
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory
Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 2
Page 100 of 294
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Enel SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 3
Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.
Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates
SH For None Slate 1 Submitted by Italian Ministry of Economy and Finance
4.1
Voter Rationale: Supporting Slate 1 helps ensure that the chairman of the statutory auditor board is appointed from the minority shareholder slate.
SH Do Not Vote None Slate 2 Submitted by Institutional Investors (Assogestioni)
4.2
Voter Rationale: Supporting Slate 1 helps ensure that the chairman of the statutory auditor board is appointed from the minority shareholder slate.
Mgmt Shareholder Proposal Submitted by Italian Ministry of Economy and Finance
SH For None Approve Internal Auditors' Remuneration 5
Mgmt Management Proposals
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
6
Mgmt For For Approve Long-Term Incentive Plan 7
Mgmt Against For Approve Remuneration Policy 8
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Eni SpA
Meeting Date: 05/14/2019 Country: Italy
Meeting Type: Annual Ticker: ENI
Primary ISIN: IT0003132476 Primary SEDOL: 7145056
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 2
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Eni SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Share Repurchase Program 3
Mgmt Against For Approve Remuneration Policy 4
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Epiroc AB
Meeting Date: 05/09/2019 Country: Sweden
Meeting Type: Annual Ticker: EPI.A
Primary ISIN: SE0011166933 Primary SEDOL: BDZV116
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory
Reports 6
Mgmt Receive President's Report 7
Mgmt For For Accept Financial Statements and Statutory
Reports 8.a
Mgmt For For Approve Discharge of Board and President 8.b
Mgmt For For Approve Allocation of Income and Dividends of
SEK 2.10 Per Share 8.c
Mgmt For For Approve Record Date for Dividend Payment 8.d
Mgmt For For Determine Number of Members (8) and Deputy
Members of Board 9.a
Mgmt For For Determine Number of Auditors (1) and Deputy
Auditors 9.b
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Epiroc AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Lennart Evrell, Johan Forssell, Jeane Hull, Ronnie Leten, Per Lindberg, Ulla Litzen, Astrid Skarheim Onsum and Anders Ullberg as Directors
10.a
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt Against For Reelect Ronnie Leten as Board Chairman 10.b
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify Deloitte as Auditors 10.c
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.1 Million for Chair and SEK 640,000 for Other Directors; Approve Partly Remuneration in Synthetic Shares; Approve
Remuneration for Committee Work
11.a
Mgmt For For Approve Remuneration of Auditors 11.b
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
12.a
Mgmt For For Approve Stock Option Plan 2019 for Key Employees
12.b
Mgmt For For Approve Equity Plan Financing of Stock Option Plan 2019 Through Repurchase of Class A
Shares
13.a
Mgmt For For Approve Repurchase of Shares to Pay 50 Per cent of Director's Remuneration in Synthetic
Shares
13.b
Mgmt For For Approve Equity Plan Financing of Stock Option Plan 2019 Through Transfer of Class A Shares to
Participants
13.c
Mgmt For For Approve Sale of Class A Shares to Finance Director Remuneration in Synthetic Shares
13.d
Mgmt For For Approve Sale of Class A Shares to Finance Stock Option Plan 2014, 2015 and 2016
13.e
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
14
Mgmt Close Meeting 15
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EXOR NV
Meeting Date: 05/29/2019 Country: Netherlands
Meeting Type: Annual Ticker: EXO
Primary ISIN: NL0012059018 Primary SEDOL: BYSLCX9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2.a
Mgmt Discuss Implementation of Remuneration Policy 2.b
Mgmt For For Adopt Financial Statements 2.c
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Receive Explanation on Company's Dividend
Policy 2.d
Mgmt For For Approve Dividends 2.e
Mgmt For For Ratify Ernst & Young as Auditors 3
Mgmt For For Approve Discharge of Executive Directors 4.a
Mgmt For For Approve Discharge of Non-Executive Directors 4.b
Mgmt Against For Authorize Repurchase of Shares 5
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Close Meeting 6
Faes Farma SA
Meeting Date: 06/18/2019 Country: Spain
Meeting Type: Annual Ticker: FAE
Primary ISIN: ES0134950F36 Primary SEDOL: B1PQHS6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial Statements, Allocation of Income, and Discharge of Board
Mgmt For For
Mgmt For For Approve Non-Financial Information Report 2
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Faes Farma SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Inigo Zavala Ortiz de la Torre as Director 3.1
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Reelect Carlos de Alcocer Torra as Director 3.2
Mgmt Against For Reelect Francisco Javier Usaola Garcia as Director
3.3
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Maria Eugenia Zugaza Salazar as Director 3.4
Mgmt For For Approve Scrip Dividends 4
Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities
up to EUR 100 Million
5
Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked
Securities with Preemptive Rights
6
Mgmt Against For Advisory Vote on Remuneration Report 7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
8
Mgmt Allow Questions 9
Faurecia SA
Meeting Date: 05/28/2019 Country: France
Meeting Type: Annual/Special Ticker: EO
Primary ISIN: FR0000121147 Primary SEDOL: 4400446
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Page 105 of 294
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Faurecia SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.25 per Share 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Regarding New Transactions
4
Mgmt For For Renew Appointment of Ernst and Young as Auditor and Acknowledge End of Mandate of Auditex as Alternate Auditor and Decision to Neither Renew Nor Replace
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Appoint Mazars as Auditor and Acknowledge End of Mandate of Etienne Boris as Alternate Auditor and Decision to Neither Renew Nor Replace
6
Mgmt For For Ratify Appointment of Philippe de Rovira as Director
7
Mgmt For For Ratify Appointment and Renew Gregoire Olivier as Director
8
Mgmt For For Elect Yan Mei as Director 9
Mgmt For For Elect Peter Mertens as Director 10
Mgmt For For Elect Denis Mercier as Director 11
Mgmt For For Approve Remuneration Policy of Chairman of the Board
12
Mgmt Against For Approve Remuneration Policy of CEO 13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share-based incentive plan allows for full vesting of awards following an executive's departure from the company.
Mgmt For For Approve Compensation of Michel de Rosen, Chairman of the Board
14
Mgmt For For Approve Compensation of Patrick Koller, CEO 15
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt For For Ratify Change Location of Registered Office to 23-27 Avenue des Champs-Pierreux, 92000 Nanterre and Amend Bylaws Accordingly
17
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 145 Million
19
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Faurecia SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 95 Million
20
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 95 Million
21
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
22
Mgmt Against For Authorize up to 2 Million Shares for Use in
Restricted Stock Plans 23
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
24
Mgmt For For Authorize Filing of Required Documents/Other Formalities
25
Fiat Chrysler Automobiles NV
Meeting Date: 04/12/2019 Country: Netherlands
Meeting Type: Annual Ticker: FCA
Primary ISIN: NL0010877643 Primary SEDOL: BRJFWP3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Director's Report (Non-Voting) 2.a
Mgmt Implementation of Remuneration Policy 2.b
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 2.c
Mgmt For For Adopt Financial Statements and Statutory
Reports 2.d
Mgmt For For Approve Dividends of EUR 0.65 Per Share 2.e
Mgmt For For Approve Discharge of Directors 2.f
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Fiat Chrysler Automobiles NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect John Elkann as Executive Director 3.a
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Michael Manley as Executive Director 3.b
Mgmt For For Elect Richard Palmer as Executive Director 3.c
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Ronald L. Thompson as Non-Executive Director
4.a
Mgmt For For Reelect John Abbott as Non-Executive Director 4.b
Mgmt For For Reelect Andrea Agnelli as Non-Executive Director
4.c
Mgmt For For Reelect Tiberto Brandolini d'Adda as Non-Executive Director
4.d
Mgmt For For Reelect Glenn Earle as Non-Executive Director 4.e
Mgmt For For Reelect Valerie A. Mars as Non-Executive Director
4.f
Mgmt For For Reelect Michelangelo A. Volpi Non-Executive as Director
4.g
Mgmt For For Reelect Patience Wheatcroft Non-Executive as Director
4.h
Mgmt For For Reelect Ermenegildo Zegna Non-Executive as Director
4.i
Mgmt For For Ratify Ernst & Young as Auditors 5
Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital in Case of Acquisition
6.1
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 6.1
6.2
Mgmt Against For Grant Board Authority to Issue Special Voting Shares and Right to Subscription Up to
Maximum Aggregate Special Voting Shares
6.3
Voter Rationale: The proposal is not in the interests of minority shareholders.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 7
Mgmt For For Approve Cancellation of Special Voting Shares 8
Page 108 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Fiat Chrysler Automobiles NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve CEO Bonus 9.a
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, remuneration committee should not allow vesting of incentive awards for below median performance. Finally, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Against For Approve Award of Performance Shares to Executive Directors
9.b
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 10
Fiera Milano SpA
Meeting Date: 04/18/2019 Country: Italy
Meeting Type: Annual Ticker: FM
Primary ISIN: IT0003365613 Primary SEDOL: 7518324
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Lastly, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 3
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Fnac Darty SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: FNAC
Primary ISIN: FR0011476928 Primary SEDOL: B7VQL46
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Non-Deductible Expenses 3
Mgmt For For Approve Treatment of Losses 4
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
5
Mgmt For For Renew Appointment of KPMG SA as Auditor 6
Mgmt For For Acknowledge End of Mandate of KPMG Audit IS as Alternate Auditor and Decision to Neither
Replace Nor Renew
7
Mgmt For For Approve Compensation of Jacques Veyrat, Chairman of the Board
8
Mgmt Against For Approve Compensation of Enrique Martinez, CEO
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
10
Mgmt Against For Approve Remuneration Policy of CEO and Executive Corporate Officers
11
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors..On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
Page 110 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Fnac Darty SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 13 Million for Bonus Issue or Increase in Par Value
14
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 13 Million
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2.6 Million
16
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 2.6 Million
17
Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
18
Voter Rationale: Any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 to 17
19
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
20
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
21
Mgmt Against For Authorize up to 5 Percent of Issued Capital for Use in Stock Option Plans
22
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize up to 5 Percent of Issued Capital for Use in Restricted Stock Plans
23
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Amend Article 12 of Bylaws Re: Directors Length of Term
24
Voter Rationale: The proposal is not in the interests of minority shareholders.
Mgmt For For Amend Article 12 of Bylaws Re: Staggered Terms for Directors
25
Mgmt For For Amend Article 12 of Bylaws Re: Employee Representative
26
Mgmt Ordinary Business
Mgmt For For Reelect Jacques Veyrat as Director 27
Mgmt For For Reelect Daniela Weber Rey as Director 28
Mgmt For For Reelect Antoine Gosset Grainville as Director 29
Mgmt For For Elect Javier Santiso as Director 30
Page 111 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Fnac Darty SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Enrique Martinez as Director 31
Mgmt For For Elect Jean-Marc Janaillac as Director 32
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 33
Fuchs Petrolub SE
Meeting Date: 05/07/2019 Country: Germany
Meeting Type: Annual Ticker: FPE3
Primary ISIN: DE0005790430 Primary SEDOL: 4354350
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.94 per Ordinary Share and EUR 0.95 per Preferred Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Elect Kurt Bock to the Supervisory Board 5
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 6
Gazprom PJSC
Meeting Date: 06/28/2019 Country: Russia
Meeting Type: Annual Ticker: GAZP
Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for ADR Holders Mgmt
Page 112 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Gazprom PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Annual Report 1
Mgmt For For Approve Financial Statements 2
Mgmt For For Approve Allocation of Income 3
Mgmt For For Approve Dividends of RUB 16.61 per Share 4
Mgmt For For Ratify Auditor 5
Mgmt Approve Remuneration of Directors 6
Mgmt For For Approve Remuneration of Members of Audit
Commission 7
Mgmt For For Amend Charter 8
Mgmt For For Amend Regulations on General Meetings 9
Mgmt For For Amend Regulations on Board of Directors 10
Mgmt For For Amend Regulations on Management 11
Mgmt For For Approve Termination of Regulations on Dividend
Payment 12
Mgmt Elect 11 Directors by Cumulative Voting
Mgmt Elect Andrei Akimov as Director 13.1
Mgmt Against None Elect Viktor Zubkov as Director 13.2
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against None Elect Timur Kulibaev as Director 13.3
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Denis Manturov as Director 13.4
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Vitalii Markelov as Director 13.5
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Page 113 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Gazprom PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Viktor Martynov as Director 13.6
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against None Elect Vladimir Mau as Director 13.7
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Elect Aleksei Miller as Director 13.8
Mgmt Against None Elect Aleksandr Novak as Director 13.9
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Dmitrii Patrushev as Director 13.10
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Mikhail Sereda as Director 13.11
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Elect Nine Members of Audit Commission
Mgmt Against For Elect Ivan Bezmenov as Member of Audit
Commission 14.1
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt For For Elect Vadim Bikulov as Member of Audit
Commission 14.2
Mgmt For For Elect Aleksandr Gladkov as Member of Audit
Commission 14.3
Page 114 of 294
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Gazprom PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Margarita Mironova as Member of Audit
Commission 14.4
Mgmt Against For Elect Iurii Nosov as Member of Audit
Commission 14.5
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Karen Oganian as Member of Audit Commission
14.6
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Dmitrii Pashkovskii as Member of Audit Commission
14.7
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Sergei Platonov as Member of Audit Commission
14.8
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Evgenii Stoliarov as Member of Audit
Commission 14.9
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Tatiana Fisenko as Member of Audit
Commission 14.10
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Geberit AG
Meeting Date: 04/03/2019 Country: Switzerland
Meeting Type: Annual Ticker: GEBN
Primary ISIN: CH0030170408 Primary SEDOL: B1WGG93
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 10.80 per Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Reelect Albert Baehny as Director and Board Chairman
4.1.1
Page 115 of 294
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Geberit AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Felix Ehrat as Director 4.1.2
Mgmt For For Reelect Thomas Huebner as Director 4.1.3
Mgmt For For Reelect Hartmut Reuter as Director 4.1.4
Mgmt For For Reelect Eunice Zehnder-Lai as Director 4.1.5
Mgmt For For Elect Bernadette Koch as Director 4.1.6
Mgmt For For Reelect Hartmut Reuter as Member of the
Nomination and Compensation Committee 4.2.1
Mgmt For For Reelect Eunice Zehnder-Lai as Member of the
Nomination and Compensation Committee 4.2.2
Mgmt For For Appoint Thomas Huebner as Member of the
Nomination and Compensation Committee 4.2.3
Mgmt For For Designate Roger Mueller as Independent Proxy 5
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 6
Mgmt For For Approve Remuneration Report 7.1
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 2.4 Million 7.2
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 11.5 Million 7.3
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Getinge AB
Meeting Date: 04/23/2019 Country: Sweden
Meeting Type: Annual Ticker: GETI.B
Primary ISIN: SE0000202624 Primary SEDOL: 7698356
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Page 116 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Getinge AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7.a
Mgmt Receive Consolidated Financial Statements and
Statutory Reports 7.b
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
7.c
Mgmt Receive Board's Dividend Proposal 7.d
Mgmt Receive Board and Board Committee Reports 8
Mgmt Receive President's Report 9
Mgmt For For Accept Financial Statements and Statutory
Reports 10
Mgmt For For Approve Allocation of Income and Dividends of
SEK 1.00 Per Share 11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Determine Number of Members (10) and
Deputy Members (0) of Board 13.a
Mgmt For For Determine Number of Auditors (1) and Deputy
Auditors (0) 13.b
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.18 Million for Chairman and SEK 592,000 for Other Directors; Approve Remuneration for Committee Work
14.a
Mgmt For For Approve Remuneration of Auditors 14.b
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Reelect Carl Bennet as Director 15.a
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Johan Bygge as Director 15.b
Mgmt Against For Reelect Cecilia Daun Wennborg as Director 15.c
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Barbro Friden as Director 15.d
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Getinge AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Dan Frohm as Director 15.e
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Sofia Hasselberg as Director 15.f
Mgmt Against For Reelect Johan Malmquist as Director 15.g
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Mattias Perjos as Director 15.h
Mgmt Against For Reelect Malin Persson as Director 15.i
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Johan Stern as Director 15.j
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Johan Malmquist as Board Chairman 15.k
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.Also, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 16
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 18
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
GL Events SA
Meeting Date: 04/26/2019 Country: France
Meeting Type: Annual/Special Ticker: GLO
Primary ISIN: FR0000066672 Primary SEDOL: 7154104
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Discharge of Directors 2
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
3
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.65 per Share
4
Mgmt Against For Approve Transaction with Polygone SA Re: Services Agreement
5
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 6
Mgmt For For Reelect Fanny Picard as Director 7
Mgmt Against For Reelect Philippe Marcel as Director 8
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Daniel Havis as Director 9
Mgmt Against For Approve Compensation of Olivier Ginon, Chairman and CEO
10
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Compensation of Olivier Roux, Vice-Chairman and Vice-CEO
11
Mgmt Against For Approve Compensation of Olivier Ferraton, Vice-CEO
12
Voter Rationale: ncentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Chairman and CEO; Vice-Chairman and Vice-CEO
13
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Page 119 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
GL Events SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of the Vice-CEO 14
Voter Rationale: ncentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
15
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
16
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 30 Million
17
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
18
Mgmt Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
19
Mgmt For Against Authorize Capital Issuances for Use in Employee Stock Purchase Plans
20
Mgmt Against For Authorize up to 200,000 Shares for Use in Restricted Stock Plans
21
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 22
GlaxoSmithKline Plc
Meeting Date: 05/08/2019 Country: United Kingdom
Meeting Type: Annual Ticker: GSK
Primary ISIN: GB0009252882 Primary SEDOL: 0925288
Page 120 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
GlaxoSmithKline Plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Elect Iain Mackay as Director 3
Mgmt For For Re-elect Philip Hampton as Director 4
Mgmt For For Re-elect Emma Walmsley as Director 5
Mgmt For For Re-elect Vindi Banga as Director 6
Mgmt For For Re-elect Dr Hal Barron as Director 7
Mgmt For For Re-elect Dr Vivienne Cox as Director 8
Mgmt For For Re-elect Lynn Elsenhans as Director 9
Mgmt For For Re-elect Dr Laurie Glimcher as Director 10
Mgmt For For Re-elect Dr Jesse Goodman as Director 11
Mgmt For For Re-elect Judy Lewent as Director 12
Mgmt For For Re-elect Urs Rohner as Director 13
Mgmt For For Reappoint Deloitte LLP as Auditors 14
Mgmt For For Authorise the Audit & Risk Committee to Fix
Remuneration of Auditors 15
Mgmt For For Authorise EU Political Donations and
Expenditure 16
Mgmt For For Authorise Issue of Equity 17
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights 18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports
21
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice 22
Page 121 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
GlaxoSmithKline Plc
Meeting Date: 05/08/2019 Country: United Kingdom
Meeting Type: Special Ticker: GSK
Primary ISIN: GB0009252882 Primary SEDOL: 0925288
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Consumer Healthcare Joint Venture with Pfizer Inc.
Mgmt For For
Global Gaming 555 AB
Meeting Date: 05/16/2019 Country: Sweden
Meeting Type: Annual Ticker: GLOBAL
Primary ISIN: SE0002685958 Primary SEDOL: BF4VRS0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt For For Approve Agenda of Meeting 6.a
Mgmt Receive President's Report 6.b
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt For For Accept Financial Statements and Statutory
Reports 8.a
Mgmt For For Approve Allocation of Income and Omission of
Dividends 8.b
Mgmt For For Approve Discharge of Board and President 8.c
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 1.1 Million; Approve Remuneration of Auditors
9
Page 122 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Global Gaming 555 AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Peter Eidensjo (Chairman), Tobias Fagerlund and Adriana Hamberg as Directors; Elect Mika Leppanen and Pasi Nousiainen as New Directors; Ratify KPMG as Auditors
10
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Authorize Chairman of Board and Representatives of up to Three of Company's Largest Shareholders or Groups of Shareholders to Serve on Nominating Committee
11
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights
13
Mgmt Close Meeting 14
Granges AB
Meeting Date: 05/08/2019 Country: Sweden
Meeting Type: Annual Ticker: GRNG
Primary ISIN: SE0006288015 Primary SEDOL: BRJ3BP0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive CEO's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8
Mgmt For For Accept Financial Statements and Statutory
Reports 9.a
Page 123 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Granges AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
SEK 3.20 Per Share 9.b
Mgmt For For Approve Discharge of Board and President 9.c
Mgmt For For Determine Number of Members (7) and Deputy
Members (0) of Board 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 625,000 for Chairman, and SEK 310,000 for Other Directors; Approve Remuneration for the Committee Work
11
Mgmt For For Reelect Anders Carlberg (Chairman), Carina Andersson, Peter Carlsson, Katarina Lindstrom, Hans Porat, Ragnhild Wiborg and Mats Backman as Directors
12
Mgmt For For Determine Number of Auditors (1); Approve Remuneration for Auditors; Ratify Ernst & Young as Auditors
13
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Long-Term Incentive Program 2019 for Management Team and Key Employees
15
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights
16
Mgmt Close Meeting 17
Groupe Bruxelles Lambert SA
Meeting Date: 04/23/2019 Country: Belgium
Meeting Type: Annual Ticker: GBLB
Primary ISIN: BE0003797140 Primary SEDOL: 7097328
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Page 124 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Groupe Bruxelles Lambert SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Directors' and Auditors' Reports
(Non-Voting) 1
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting) 2.1
Mgmt For For Adopt Financial Statements 2.2
Mgmt For For Approve Discharge of Directors 3
Mgmt For For Approve Discharge of Auditor 4
Mgmt Receive Information on Resignation of Arnaud
Vial as Director 5.1
Mgmt Against For Elect Xavier Le Clef as Director 5.2a
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, for controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Claude Genereux as Director 5.2b
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Co-optation of Agnes Touraine as Director
5.3
Mgmt For For Reelect Antoinette d'Aspremont Lynden as Director
5.4a
Mgmt Against For Reelect Paul Desmarais, Jr. as Director 5.4b
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Gerald Frere as Director 5.4c
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Cedric Frere as Director 5.4d
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Segolene Gallienne as Director 5.4e
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Reelect Gerard Lamarche as Director 5.4f
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Marie Polet as Director 5.4g
Mgmt For For Indicate Antoinette d'Aspremont Lynden as Independent Board Member
5.5a
Page 125 of 294
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Groupe Bruxelles Lambert SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Indicate Marie Polet as Independent Board
Member 5.5b
Mgmt For For Indicate Agnes Touraine as Independent Board
Member 5.5c
Mgmt For For Ratify Deloitte as Auditor and Approve Auditors'
Remuneration 5.6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Remuneration Report 6
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Stock Option Plan 7.1
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Approve Change-of-Control Clause Re: Stock Option Plan under Item 7.1
7.2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Approve Stock Option Plan Grants for 2019 up to EUR 4.32 Million Re: Stock Option Plan under Item 7.1
7.3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Approve Special Board Report Re: Article 629 of
the Company Code Re: Item 7.5 7.4
Mgmt Against For Approve Guarantee to Acquire Shares under
New Stock Option Plan Re: Item 7.1 7.5
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Transact Other Business 8
Groupe Crit SA
Meeting Date: 06/07/2019 Country: France
Meeting Type: Annual/Special Ticker: CEN
Primary ISIN: FR0000036675 Primary SEDOL: 7071775
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Groupe Crit SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.00 per Share
3
Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the
Absence of New Transactions
4
Mgmt Against For Approve Remuneration Policy of Chairman and CEO
5
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt Against For Approve Remuneration Policy of Vice-CEOs 6
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt For For Approve Compensation of Claude Guedj, Chairman and CEO
7
Mgmt For For Approve Compensation of Karine Guedj, Vice-CEO
8
Mgmt For For Approve Compensation of Nathalie Jaoui, Vice-CEO
9
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Amend Article 5 of Bylaws Re: Company
Duration 11
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 12
Groupe Open SA
Meeting Date: 05/15/2019 Country: France
Meeting Type: Annual/Special Ticker: OPN
Primary ISIN: FR0004050300 Primary SEDOL: B01XQR6
Page 127 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Groupe Open SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Discharge of Directors 3
Mgmt For For Approve Allocation of Income and Absence of
Dividends 4
Mgmt For For Approve Dividends of EUR 0.42 per Share 5
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 6
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 150,000 7
Mgmt Against For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 8
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Approve Compensation of Frederic Sebag, Chairman and CEO
9
Mgmt For For Approve Compensation of Guy Mamou-Mani, Vice-CEO
10
Mgmt For For Approve Compensation of Laurent Sadoun, Vice-CEO
11
Mgmt Against For Approve Remuneration Policy of Frederic Sebag, Chairman and CEO
12
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt Against For Approve Remuneration Policy of Guy Mamou-Mani, Vice-CEO
13
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt For For Renew Appointment of Auditeurs et Conseils Associes as Auditor and Lelong Olivier as
Alternate Auditor
14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Page 128 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Groupe Open SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Renew Appointment of Ernst and Young et Autres as Auditor and Auditex as Alternate Auditor
15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Extraordinary Business
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 150,000
16
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
17
Mgmt Against For Authorize up to 10 Percent of Issued Capital for Use in Restricted Stock Plans
18
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
19
Mgmt For For Authorize Filing of Required Documents/Other Formalities
20
Haulotte Group SA
Meeting Date: 05/28/2019 Country: France
Meeting Type: Annual/Special Ticker: PIG
Primary ISIN: FR0000066755 Primary SEDOL: 5968846
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Chairman and CEO, Vice-CEO and Directors
2
Mgmt For For Approve Treatment of Losses 3
Page 129 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Haulotte Group SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Dividends of EUR 0.22 per Share 4
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 5
Mgmt Against For Approve Amendment of Transaction with SAS
JM Consulting Re: Consulting Services 6
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Amendment of Transaction with SAS JM Consulting Re: Industrial Consulting Services
7
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Remuneration policy of Chairman and CEO and Vice-CEO
8
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt Against For Approve Compensation of Pierre Saubot, Chairman and CEO
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Alexandre Saubot,
Vice-CEO 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 11
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1,223,479.69
12
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 815,653.12
13
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
Page 130 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Haulotte Group SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors or Restricted Number of Investors, up to Aggregate Nominal Amount of EUR 815,653.12
14
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to
Issue Authority without Preemptive Rights
15
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation
Submitted to Shareholder Vote Above
16
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Also, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Item 16 of May 30, 2017 GM; Items 16-17 of May 29, 2018 GM and Items 12-14, 16, 18 Above at EUR 3.9 Million
17
Mgmt For Against Authorize Capital Issuances for Use in Employee Stock Purchase Plans
18
Mgmt Against For Amend Article 12 of Bylaws Re: Composition of the Board
19
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
20
Heineken Holding NV
Meeting Date: 04/25/2019 Country: Netherlands
Meeting Type: Annual Ticker: HEIO
Primary ISIN: NL0000008977 Primary SEDOL: B0CCH46
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Heineken Holding NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Report of Management Board
(Non-Voting) 1
Mgmt Discuss Remuneration Policy for Management
Board Members 2
Mgmt For For Adopt Financial Statements 3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 4
Mgmt For For Approve Discharge of Management Board 5
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 6.a
Mgmt For For Grant Board Authority to Issue Shares Up To 10
Percent of Issued Capital 6.b
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 6.c
Mgmt For For Reelect C.L. de Carvalho-Heineken as Executive
Director 7.a
Mgmt For For Reelect M.R. de Carvalho as Executive Director 7.b
Mgmt Against For Reelect C.M. Kwist as Non-Executive Director 7.c
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Cancellation of Repurchased Shares 8
Heineken NV
Meeting Date: 04/25/2019 Country: Netherlands
Meeting Type: Annual Ticker: HEIA
Primary ISIN: NL0000009165 Primary SEDOL: 7792559
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Report of Management Board (Non-Voting)
1.a
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Heineken NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
1.b
Mgmt For For Adopt Financial Statements 1.c
Mgmt Receive Explanation on Dividend Policy 1.d
Mgmt For For Approve Dividends of EUR 1.60 Per Share 1.e
Mgmt For For Approve Discharge of Management Board 1.f
Mgmt For For Approve Discharge of Supervisory Board 1.g
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 2.a
Mgmt For For Grant Board Authority to Issue Shares Up To 10
Percent of Issued Capital 2.b
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances under Item 2b 2.c
Mgmt For For Approve Remuneration of Supervisory Board 3
Mgmt For For Reelect L.M. Debroux to Management Board 4
Mgmt Against For Reelect M.R. de Carvalho to Supervisory Board 5.a
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect R.L. Ripley to Supervisory Board 5.b
Mgmt For For Elect I.H. Arnold to Supervisory Board 5.c
Hellenic Petroleum SA
Meeting Date: 06/07/2019 Country: Greece
Meeting Type: Annual Ticker: ELPE
Primary ISIN: GRS298343005 Primary SEDOL: 5475658
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Accept Statutory Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 133 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Hellenic Petroleum SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements 2
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Discharge of Board and Auditors 4
Mgmt Against For Approve Director Remuneration 5
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Auditors and Fix Their Remuneration 6
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Other Business 7
Voter Rationale: Any Other Business should not be a voting item.
Hera SpA
Meeting Date: 04/30/2019 Country: Italy
Meeting Type: Annual Ticker: HER
Primary ISIN: IT0001250932 Primary SEDOL: 7598003
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 3
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
HUBER+SUHNER AG
Meeting Date: 04/10/2019 Country: Switzerland
Meeting Type: Annual Ticker: HUBN
Primary ISIN: CH0030380734 Primary SEDOL: 7132832
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 2.50 per Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Reelect Urs Kaufmann as Director and Board Chairman
4.1
Mgmt For For Reelect Beat Kaelin as Director 4.2
Mgmt For For Reelect Monika Buetler as Director 4.3
Mgmt For For Reelect George Mueller as Director 4.4
Mgmt For For Reelect Rolf Seiffert as Director 4.5
Mgmt For For Reelect Joerg Walther as Director 4.6
Mgmt For For Elect Franz Studer as Director 4.7
Mgmt For For Reappoint Urs Kaufmann as Member of the Nomination and Compensation Committee
5.1
Mgmt For For Reappoint Beat Kaelin as Member of the Nomination and Compensation Committee
5.2
Mgmt Against For Approve Fixed Remuneration of Directors in the Amount of CHF 700,000 from 2019 AGM Until
2020 AGM
6.1
Voter Rationale: Item 6.1A vote AGAINST this proposal is warranted, because the chairman of the board is entitled to retirement benefits as part of his fixed compensation.Item 6.3A vote FOR this proposal is warranted as no concerns are noted.
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 3.7 Million for
the Period July 1, 2019 - June 30, 2020
6.2
Mgmt For For Approve Share-Based Remuneration of Board of Directors in the Amount of CHF 960,000 from
2018 AGM Until 2019 AGM
6.3
Mgmt Against For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3 Million for
Fiscal 2018
6.4
Voter Rationale: Item 6.2A vote FOR the fixed compensation for executive management is warranted, as it is broadly in line with market practice. Item 6.4A vote AGAINST the variable compensation for executive management is warranted because the long-term incentive plan guarantees a minimum grant of free shares without performance conditions and does not appear to provide a robust long-term performance alignment.
Mgmt For For Ratify Ernst & Young AG as Auditors 7
Page 135 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
HUBER+SUHNER AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Designate Bratschi AG as Independent Proxy 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Hunter Douglas NV
Meeting Date: 06/05/2019 Country: Curacao
Meeting Type: Special Ticker: HDG
Primary ISIN: ANN4327C1220 Primary SEDOL: 5291810
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special Meeting Agenda Mgmt
Mgmt For For Approve Dividends of EUR 2.00 per Share 1
Mgmt Against For Other Business (Voting) 2
Voter Rationale: Any Other Business should not be a voting item.
Hunter Douglas NV
Meeting Date: 06/05/2019 Country: Curacao
Meeting Type: Annual Ticker: HDG
Primary ISIN: ANN4327C1220 Primary SEDOL: 5291810
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Report to the Shareholders 1
Mgmt For For Accept Financial Statements and Statutory
Reports (Voting) 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Management 3
Page 136 of 294
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Hunter Douglas NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Dividends of EUR 2.00 per Common
Share and EUR 0.0054 per Preferred Shares 4
Mgmt For For Reelect A. Nuhn, A. Ruys, J.T. Sherwin, R. Sonnenberg and F. Wagener as Directors and Reelect D.H. Sonnenberg and M.H. Sonnenberg as Substitutes
5
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Ernst & Young as Auditors 6
Mgmt Against For Other Business (Voting) 7
Voter Rationale: Any Other Business should not be a voting item.
Impexmetal SA
Meeting Date: 06/25/2019 Country: Poland
Meeting Type: Annual Ticker: IPX
Primary ISIN: PLIMPXM00019 Primary SEDOL: 5228186
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Acknowledge Proper Convening of Meeting 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Elect Members of Vote Counting Commission 5
Mgmt For For Approve Management Board Report on Company's and Group's Operations
6
Mgmt For For Approve Financial Statements 7
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements 8
Mgmt Receive Supervisory Board Report 9
Mgmt For For Approve Discharge of Malgorzata Iwanejko (CEO)
10.1
Mgmt For For Approve Discharge of Jan Wozniak (Management Board Member)
10.2
Mgmt For For Approve Discharge of Piotr Szeliga (CEO) 10.3
Page 137 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Impexmetal SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Arkadiusz Krezel
(Supervisory Board Chairman) 11.1
Mgmt For For Approve Discharge of Karina Wsciubiak-Hanko
(Supervisory Board Deputy Chairman) 11.2
Mgmt For For Approve Discharge of Damian Pakulski
(Supervisory Board Member) 11.3
Mgmt For For Approve Discharge of Piotr Szeliga (Supervisory
Board Member) 11.4
Mgmt For For Approve Discharge of Pawel Blaszczyk
(Supervisory Board Member) 11.5
Mgmt For For Approve Discharge of Janusz Wisniewski
(Supervisory Board Member) 11.6
Mgmt For For Approve Allocation of Income 12
Mgmt Against For Elect Piotr Lisiecki as Supervisory Board Member 13
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Recall Supervisory Board Member 14.1
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Elect Supervisory Board Member 14.2
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Amend Statute Re: Management Board 15
Mgmt Close Meeting 16
Infotel SA
Meeting Date: 05/29/2019 Country: France
Meeting Type: Annual/Special Ticker: INF
Primary ISIN: FR0000071797 Primary SEDOL: 5604667
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 138 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Infotel SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 3
Mgmt For For Approve Discharge of Directors 4
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.60 per Share 5
Mgmt For For Approve Compensation of Bernard Lafforet,
Chairman and CEO 6
Mgmt For For Approve Compensation of Michel Koutchouk,
Vice-CEO 7
Mgmt For For Approve Compensation of Josyane Muller,
Vice-CEO 8
Mgmt For For Approve Compensation of Jean-Marie Meyer,
Vice-CEO 9
Mgmt For For Approve Compensation of Eric Fabretti,
Vice-CEO 10
Mgmt Against For Approve Remuneration Policy of Chairman and
CEO, and of Vice-CEOs 11
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.
Mgmt Against For Elect Alain Hallereau as Director 12
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
13
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 3,000
14
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
15
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 12 Million for Bonus Issue or Increase in Par Value
16
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million
17
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Page 139 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Infotel SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 1.3 Million
18
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above Under Items 17 and 18
19
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Capital Increase of Up to 10 Percent of Issued Capital for Future Exchange Offers or
for Contribution in Kind
20
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
21
Mgmt For For Authorize Filing of Required Documents/Other Formalities
22
ING Groep NV
Meeting Date: 04/23/2019 Country: Netherlands
Meeting Type: Annual Ticker: INGA
Primary ISIN: NL0011821202 Primary SEDOL: BZ57390
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board
(Non-Voting) 2.a
Mgmt Receive Announcements on Sustainability 2.b
Mgmt Receive Report of Supervisory Board
(Non-Voting) 2.c
Mgmt Discuss Remuneration Report 2.d
Page 140 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ING Groep NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Adopt Financial Statements and Statutory
Reports 2.e
Mgmt Receive Explanation on Profit Retention and
Distribution Policy 3.a
Mgmt For For Approve Dividends of EUR 0.68 Per Share 3.b
Mgmt Against For Approve Discharge of Management Board 4.a
Voter Rationale: We voted against as a precautionary measure considering the ongoing regulatory investigations. However, we recognise the significant improvements made by the company in terms anti-money laundering processed during the year, and well as positive developments in the company's governance and culture which led us to support the election of the board directors.
Mgmt Against For Approve Discharge of Supervisory Board 4.b
Voter Rationale: We voted against as a precautionary measure considering the ongoing regulatory investigations. However, we recognise the significant improvements made by the company in terms anti-money laundering processed during the year, and well as positive developments in the company's governance and culture which led us to support the election of the board directors.
Mgmt For For Ratify KPMG as Auditors 5
Mgmt For For Elect Tanate Phutrakul to Executive Board 6
Mgmt For For Reelect Mariana Gheorghe to Supervisory Board 7.a
Mgmt For For Elect Mike Rees to Supervisory Board 7.b
Mgmt Against For Elect Herna Verhagen to Supervisory Board 7.c
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Grant Board Authority to Issue Shares 8.a
Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights
8.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
9
Instalco Intressenter AB
Meeting Date: 05/08/2019 Country: Sweden
Meeting Type: Annual Ticker: INSTAL
Primary ISIN: SE0009664253 Primary SEDOL: BDVJY60
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting; Elect Chairman of Meeting Mgmt For For
Page 141 of 294
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Instalco Intressenter AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive President's Report 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt For For Accept Financial Statements and Statutory
Reports 8
Mgmt For For Approve Allocation of Income and Dividends of
SEK 1.50 Per Share 9
Mgmt For For Approve Discharge of Board and President 10
Mgmt For For Determine Number of Members (6) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)
11
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 2 Million; Approve Remuneration of Auditors
12
Mgmt For For Reelect Olof Ehrlen (Chairman), Johnny Alvarsson, Carina Qvarngard, Carina Edblad, Per Leopoldsson and Camilla Oberg as Directors; Ratify Grant Thornton as Auditors
13
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
14
Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
15
Mgmt For For Amend Articles Re: Change Company Name to Instalco AB; Edit Object of Company Business
16
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
17
Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights
18
Mgmt Close Meeting 19
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Intesa Sanpaolo SpA
Meeting Date: 04/30/2019 Country: Italy
Meeting Type: Annual Ticker: ISP
Primary ISIN: IT0000072618 Primary SEDOL: 4076836
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory Reports
1.a
Mgmt For For Approve Allocation of Income 1.b
Mgmt For For Accept Financial Statements and Statutory Reports of Intesa Sanpaolo Group Services ScpA
1.c
Mgmt For For Accept Financial Statements and Statutory Reports of Cassa di Risparmio di Pistoia e della
Lucchesia SpA
1.d
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
2
Mgmt Shareholder Proposal Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and
Fondazione Cassa di Risparmio in Bologna
SH For None Fix Number of Directors 3.a
Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates
SH For None Slate 1 Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione
Cassa di Risparmio in Bologna
3.b.1
Voter Rationale: Shareholders can support only one slate. Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- Given the election mechanism in force at Intesa Sanpaolo, supporting Slate 1 is essential in order to elect as many directors reserved to minorities from slate 2 as possible.
SH Do Not Vote None Slate 2 Submitted by Institutional Investors (Assogestioni)
3.b.2
Voter Rationale: Shareholders can support only one slate. Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- Given the election mechanism in force at Intesa Sanpaolo, supporting Slate 1 is essential in order to elect as many directors reserved to minorities from slate 2 as possible.
Page 143 of 294
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Intesa Sanpaolo SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Shareholder Proposal Submitted by Compagnia di Sanpaolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and
Fondazione Cassa di Risparmio in Bologna
SH For None Elect Massimo Gian Maria Gros-Pietro as Board Chair and Paolo Andrea Colombo as Vice-Chairman
3.c
Voter Rationale: We are supportive of the re-appointment of the incumbent chairman.
Mgmt Management Proposals
Mgmt For For Approve Remuneration Policies for Directors 4.a
Voter Rationale: We voted for but will expect any exceptional awards that the company might make under this policy in future to be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Approve Remuneration of Directors 4.b
Mgmt For For Approve Remuneration and Incentive Policies of
the Intesa Sanpaolo Group for 2019 4.c
Mgmt For For Approve Fixed-Variable Compensation Ratio 4.d
Mgmt For For Approve Severance Payments Policy 4.e
Mgmt For For Approve 2018 Annual Incentive Plan 4.f
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service 2018 Annual Incentive Plan
4.g
Mgmt For For Approve Renunciation of Legal Action Against Former Chairman and Former General Manager of the Merged Subsidiary Banca Monte Parma
SpA
5
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Ipsen SA
Meeting Date: 05/28/2019 Country: France
Meeting Type: Annual/Special Ticker: IPN
Primary ISIN: FR0010259150 Primary SEDOL: B0R7JF1
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Ipsen SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Treatment of Losses and Dividends of
EUR 1.00 per Share 3
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 4
Mgmt Against For Reelect Marc de Garidel as Director 5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Henri Beaufour as Director 6
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Michele Ollier as Director 7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Approve Compensation of Marc de Garidel, Chairman of the Board
8
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Compensation of David Meek, CEO 9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
10
Mgmt Against For Approve Remuneration Policy of CEO 11
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 12
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 13
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Ipsen SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Capitalization of Reserves of up to 20 Percent of Issued Share Capital for Bonus Issue or Increase in Par Value
14
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 20 Percent of Issued Share Capital
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 10 Percent of Issued Share Capital
16
Mgmt For For Approve Issuance of up to 10 Percent of Issued
Capital Per Year for a Private Placement 17
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15-17
18
Mgmt Against For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 19
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
20
Mgmt Against For Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plans
21
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
22
Ipsos SA
Meeting Date: 05/28/2019 Country: France
Meeting Type: Annual/Special Ticker: IPS
Primary ISIN: FR0000073298 Primary SEDOL: B188NJ2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Page 146 of 294
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Ipsos SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.88 per Share 3
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions 4
Mgmt Against For Reelect Patrick Artus as Director 5
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Jennifer Hubber as Director 6
Mgmt Against For Reelect Neil Janin as Director 7
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Reelect Laurence Stoclet as Director 8
Mgmt For For Elect Eliane Rouyer-Chevalier as Director 9
Mgmt For For Approve Compensation of Didier Truchot, Chairman and CEO
10
Mgmt Against For Approve Compensation of Pierre Le Manh, Vice-CEO
11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Laurence Stoclet, Vice-CEO
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Henri Wallard,
Vice-CEO 13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Remuneration Policy for Chairman and
CEO 14
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice
Mgmt For For Approve Remuneration Policy for Vice-CEOs 15
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Mgmt Extraordinary Business
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Ipsos SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize up to 1 Percent of Issued Capital for
Use in Restricted Stock Plans 17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
18
IVS Group SA
Meeting Date: 05/14/2019 Country: Luxembourg
Meeting Type: Annual Ticker: IVS
Primary ISIN: LU0556041001 Primary SEDOL: B3QYK40
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Board and Auditor's Report
(Non-Voting) 1
Mgmt For For Approve Consolidated Financial Statements 2
Mgmt For For Approve Financial Statements 3
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 4
Mgmt For For Approve Discharge of Directors 5
Mgmt For For Renew Appointment of Auditor 6
Mgmt For For Approve Share Repurchase 7
Jeronimo Martins SGPS SA
Meeting Date: 04/11/2019 Country: Portugal
Meeting Type: Annual Ticker: JMT
Primary ISIN: PTJMT0AE0001 Primary SEDOL: B1Y1SQ7
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Jeronimo Martins SGPS SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Individual and Consolidated Financial
Statements and Statutory Reports Mgmt For For
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve Discharge of Management and
Supervisory Boards 3
Mgmt Abstain For Approve Statement on Remuneration Policy 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Abstain For Elect Corporate Bodies 5
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Elect Remuneration Committee 6
Julius Baer Gruppe AG
Meeting Date: 04/10/2019 Country: Switzerland
Meeting Type: Annual Ticker: BAER
Primary ISIN: CH0102484968 Primary SEDOL: B4R2R50
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of CHF 1.50 per Share from Capital Contribution Reserves
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 3.8 Million from 2019 AGM Until 2020 AGM
4.1
Mgmt For For Approve Variable Cash-Based Remuneration of Executive Committee in the Amount of CHF 5.9 Million for Fiscal 2018
4.2.1
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Julius Baer Gruppe AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Variable Share-Based Remuneration of Executive Committee in the Amount of CHF 6.2 Million for Fiscal 2019
4.2.2
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.9 Million for Fiscal 2020
4.2.3
Mgmt For For Reelect Gilbert Achermann as Director 5.1.1
Mgmt For For Reelect Heinrich Baumann as Director 5.1.2
Mgmt For For Reelect Richard Campbell-Breeden as Director 5.1.3
Mgmt For For Reelect Paul Man Yiu Chow as Director 5.1.4
Mgmt For For Reelect Ivo Furrer as Director 5.1.5
Mgmt For For Reelect Claire Giraut as Director 5.1.6
Mgmt For For Reelect Charles Stonehill as Director 5.1.7
Mgmt For For Elect Romeo Lacher as Director 5.2.1
Mgmt For For Elect Eunice Zehnder-Lai as Director 5.2.2
Mgmt For For Elect Olga Zoutendijk as Director 5.2.3
Mgmt For For Elect Romeo Lacher as Board Chairman 5.3
Mgmt For For Reappoint Gilbert Achermann as Member of the
Compensation Committee 5.4.1
Mgmt For For Reappoint Heinrich Baumann as Member of the
Compensation Committee 5.4.2
Mgmt For For Reappoint Richard Campbell-Breeden as
Member of the Compensation Committee 5.4.3
Mgmt For For Appoint Eunice Zehnder-Lai as Member of the
Compensation Committee 5.4.4
Mgmt For For Ratify KPMG AG as Auditors 6
Mgmt For For Designate Marc Nater as Independent Proxy 7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Kaufman & Broad SA
Meeting Date: 05/02/2019 Country: France
Meeting Type: Annual/Special Ticker: KOF
Primary ISIN: FR0004007813 Primary SEDOL: B138HB7
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Kaufman & Broad SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.50 per Share 2
Mgmt For For Approve Stock Dividend Program Re: FY 2018 3
Mgmt For For Approve Stock Dividend Program Re: FY 2019 4
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 5
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
6
Mgmt Against For Approve Severance Agreement with Nordine
Hachemi, Chairman and CEO 7
Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.
Mgmt For For Approve Non-Compete Agreement with Nordine
Hachemi, Chairman and CEO 8
Mgmt For For Approve Additional Pension Scheme Agreement
with Nordine Hachemi, Chairman and CEO 9
Mgmt For For Approve Remuneration Policy of Chairman and
CEO 10
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Compensation of Chairman and CEO 11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reelect Yves Gabriel as Director 12
Mgmt Against For Reelect Jean-Louis Chaussade as Director 13
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Michel Paris as Director 14
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
15
Mgmt Extraordinary Business
Page 151 of 294
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Kaufman & Broad SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 16
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 853,000 for Bonus Issue or Increase in Par Value
17
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2.27 Million
18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 568,000
19
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 568,000
20
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
21
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 18-20
22
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 23
Mgmt For For Authorize Capital Increase of Up to EUR
568,000 for Future Exchange Offers 24
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 25
Mgmt Against For Authorize up to 250,000 Shares for Use in
Restricted Stock Plans 26
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 2.27 Million
27
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
28
Kingspan Group Plc
Meeting Date: 05/03/2019 Country: Ireland
Meeting Type: Annual Ticker: KRX
Primary ISIN: IE0004927939 Primary SEDOL: 4491235
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Kingspan Group Plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Eugene Murtagh as Director 3a
Mgmt For For Re-elect Gene Murtagh as Director 3b
Mgmt For For Re-elect Geoff Doherty as Director 3c
Mgmt For For Re-elect Russell Shiels as Director 3d
Mgmt For For Re-elect Peter Wilson as Director 3e
Mgmt For For Re-elect Gilbert McCarthy as Director 3f
Mgmt For For Re-elect Linda Hickey as Director 3g
Voter Rationale: Whilst we note Linda's currently relationship with Goodbody, we do not consider it material in this instance to warrant a vote against her election.
Mgmt For For Re-elect Michael Cawley as Director 3h
Mgmt For For Re-elect John Cronin as Director 3i
Voter Rationale: Whilst we note Linda's currently relationship with one of the company's law firms, we do not consider it material in this instance to warrant a vote against her election.
Mgmt For For Re-elect Bruce McLennan as Director 3j
Mgmt For For Re-elect Jost Massenberg as Director 3k
Mgmt For For Authorise Board to Fix Remuneration of Auditors 4
Mgmt For For Approve Remuneration of Directors 5
Mgmt For For Approve Remuneration Policy 6
Voter Rationale: We have encouraged the board to review its approach to bonus deferral but overall consider a vote For to be appropriate.
Mgmt For For Approve Remuneration Report 7
Mgmt For For Authorise Issue of Equity 8
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
9
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
10
Mgmt For For Authorise Market Purchase of Shares 11
Mgmt For For Authorise Reissuance of Treasury Shares 12
Mgmt For For Authorise the Company to Call EGM with Two Weeks' Notice
13
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Klepierre SA
Meeting Date: 04/16/2019 Country: France
Meeting Type: Annual/Special Ticker: LI
Primary ISIN: FR0000121964 Primary SEDOL: 7582556
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.10 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Mgmt For For Reelect Rose-Marie Van Lerberghe as Supervisory Board Member
5
Mgmt For For Reelect Beatrice de Clermont-Tonnerre as Supervisory Board Member
6
Mgmt Against For Approve Compensation of Jean-Marc Jestin 7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Remuneration committee should not allow vesting of incentive awards for below median performance.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Jean-Michel Gault 8
Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Supervisory
Board Members 9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of the Chairman
of the Management Board 10
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of the
Management Board Members 11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Mgmt Extraordinary Business
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Klepierre SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 13
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 90 Million
14
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 42 Million
15
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 42 Million
16
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
17
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 18
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 100 Million for Bonus Issue or Increase in Par Value
19
Mgmt For Against Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 20
Mgmt For For Set Total Limit for Capital Increase to Result
from All Issuance Requests at EUR 100 Million 21
Mgmt For For Authorize up to 0.5 Percent of Issued Capital for
Use in Restricted Stock Plans 22
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
23
Knorr-Bremse AG
Meeting Date: 06/18/2019 Country: Germany
Meeting Type: Annual Ticker: KBX
Primary ISIN: DE000KBX1006 Primary SEDOL: BD2P9X9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.75 per Share 2
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Knorr-Bremse AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 5
Knowit AB
Meeting Date: 04/26/2019 Country: Sweden
Meeting Type: Annual Ticker: KNOW
Primary ISIN: SE0000421273 Primary SEDOL: 5364886
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports
6
Mgmt Receive President's Report 7
Mgmt For For Accept Financial Statements and Statutory Reports
8.a
Mgmt For For Approve Allocation of Income and Dividends of SEK 5.80 Per Share
8.b
Mgmt For For Approve Discharge of Board and President 8.c
Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board
9
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 575,000 for the Chairman and SEK 235,000 for Other Directors; Approve
Remuneration of Auditors
10
Mgmt For For Reelect Gunilla Asker, Stefan Gardefjord, Camilla Monefeldt Kirstein, Mats Olsson (Chairman), Kia Orback-Pettersson, Peder Ramel and Jon Risfelt
as Directors; Ratify KPMG as Auditor
11
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
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Knowit AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 12
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Issuance of 500,000 Shares without Preemptive Rights
13
Mgmt Close Meeting 14
Komercni banka, a.s.
Meeting Date: 04/24/2019 Country: Czech Republic
Meeting Type: Annual Ticker: KOMB
Primary ISIN: CZ0008019106 Primary SEDOL: 4519449
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Management Board Report on Company's Operations and State of Its Assets in Fiscal 2018
Mgmt For For
Mgmt Receive Report on Act Providing for Business
Undertaking in Capital Market 2
Mgmt Receive Management Board Report on Related
Entities 3
Mgmt Receive Management Board Reports, Financial Statements, Consolidated Financial Statement and Proposal for Allocation of Income
4
Mgmt Receive Supervisory Board Reports on Financial Statements, Its Activities, and Management Board Report on Related Entities; Proposal on
Allocation of Income
5
Mgmt Receive Audit Committee Report 6
Mgmt For For Approve Financial Statements 7
Mgmt For For Approve Allocation of Income and Dividends of
CZK 51 per Share 8
Mgmt For For Approve Consolidated Financial Statements 9
Page 157 of 294
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Komercni banka, a.s. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Cecile Camilli as Supervisory Board
Member 10.1
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Petra Wendelova as Supervisory Board Member
10.2
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Petra Wendelova as Member of Audit Committee
11
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify Deloitte Audit s.r.o as Auditor 12
Koninklijke Philips NV
Meeting Date: 05/09/2019 Country: Netherlands
Meeting Type: Annual Ticker: PHIA
Primary ISIN: NL0000009538 Primary SEDOL: 5986622
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt President's Speech 1
Mgmt Discuss Remuneration Policy 2.a
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 2.b
Mgmt For For Adopt Financial Statements 2.c
Mgmt For For Approve Dividends of EUR 0.85 Per Share 2.d
Mgmt For For Approve Discharge of Management Board 2.e
Mgmt For For Approve Discharge of Supervisory Board 2.f
Mgmt For For Reelect F.A. van Houten to Management Board
and President/CEO 3.a
Mgmt For For Reelect A. Bhattacharya to Management Board 3.b
Mgmt For For Reelect D.E.I. Pyott to Supervisory Board 4.a
Mgmt For For Elect E. Doherty to Supervisory Board 4.b
Page 158 of 294
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Koninklijke Philips NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify Ernst & Young as Auditors 5
Mgmt For For Grant Board Authority to Issue Shares 6.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 6.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 7
Mgmt For For Approve Cancellation of Repurchased Shares 8
Mgmt Other Business (Non-Voting) 9
Koninklijke VolkerWessels NV
Meeting Date: 04/18/2019 Country: Netherlands
Meeting Type: Annual Ticker: KVW
Primary ISIN: NL0012294466 Primary SEDOL: BD45RJ9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2a
Mgmt Receive Report of Supervisory Board (Non-Voting)
2b
Mgmt Discussion on Company's Corporate Governance Structure
2c
Mgmt Implementation of Remuneration Policy 2d
Mgmt Receive Auditor's Report and Opportunity to Ask Questions
2e
Mgmt For For Adopt Financial Statements 2f
Mgmt Receive Explanation on Dividend Policy 3a
Mgmt For For Approve Dividends of EUR 1.05 Per Share 3b
Mgmt For For Approve Discharge of Management Board 4a
Mgmt For For Approve Discharge of Supervisory Board 4b
Mgmt Accept Resignation of R.J.H.M. Kuipers as Supervisory Board Member
5a
Page 159 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Koninklijke VolkerWessels NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect A.H. Montijn-Groenewoud to Supervisory
Board 5b
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect E. Blok to Supervisory Board 5c
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
6
Mgmt For For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital
7a
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances
7b
Mgmt Other Business (Non-Voting) 8
Mgmt Close Meeting 9
Korian SA
Meeting Date: 06/06/2019 Country: France
Meeting Type: Annual/Special Ticker: KORI
Primary ISIN: FR0010386334 Primary SEDOL: B1HKRM0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.60 per Share 3
Mgmt For For Approve Stock Dividend Program 4
Mgmt For For Approve Compensation of Sophie Boissard, CEO 5
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Christian Chautard,
Chairman of the Board 6
Mgmt For For Approve Remuneration Policy of Sophie
Boissard, CEO 7
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Page 160 of 294
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Korian SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy of Christian
Chautard, Chairman of the Board 8
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
9
Mgmt For For Approve Non-Compete Agreement with Sophie
Boissard 10
Mgmt For For Reelect Jean-Pierre Duprieu as Director 11
Mgmt For For Reelect Anne Lalou as Director 12
Mgmt For For Elect Jean-Francois Brin as Director 13
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 14
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 15
Mgmt For For Amend Article 11 of Bylaws Re: Employee
Representative 16
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 17
Kuehne + Nagel International AG
Meeting Date: 05/07/2019 Country: Switzerland
Meeting Type: Annual Ticker: KNIN
Primary ISIN: CH0025238863 Primary SEDOL: B142S60
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 6.00 per Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Reelect Renato Fassbind as Director 4.1.1
Mgmt For For Reelect Karl Gernandt as Director 4.1.2
Mgmt For For Reelect Klaus-Michael Kuehne as Director 4.1.3
Page 161 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Kuehne + Nagel International AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Thomas Staehelin as Director 4.1.4
Voter Rationale: Board Elections (Items 4.1.1-4.3)A vote AGAINST Thomas Staehelin is warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR the remaining nominees are warranted due to a lack of concerns.Committee Elections (Items 4.4.1-4.4.3)Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted because of the failure to establish a majority-independent compensation committee. A vote FOR the independent nominee Hauke Stars is warranted due to a lack of concerns.
Mgmt For For Reelect Hauke Stars as Director 4.1.5
Mgmt For For Reelect Martin Wittig as Director 4.1.6
Mgmt For For Reelect Joerg Wolle as Director 4.1.7
Mgmt For For Elect David Kamenetzky as Director 4.2
Mgmt For For Reelect Joerg Wolle as Board Chairman 4.3
Mgmt Against For Reappoint Karl Gernandt as Member of the Compensation Committee
4.4.1
Voter Rationale: Board Elections (Items 4.1.1-4.3)A vote AGAINST Thomas Staehelin is warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR the remaining nominees are warranted due to a lack of concerns.Committee Elections (Items 4.4.1-4.4.3)Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted because of the failure to establish a majority-independent compensation committee. A vote FOR the independent nominee Hauke Stars is warranted due to a lack of concerns.
Mgmt Against For Reappoint Klaus-Michael Kuehne as Member of the Compensation Committee
4.4.2
Voter Rationale: Board Elections (Items 4.1.1-4.3)A vote AGAINST Thomas Staehelin is warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR the remaining nominees are warranted due to a lack of concerns.Committee Elections (Items 4.4.1-4.4.3)Votes AGAINST the non-independent nominees Karl Gernandt and Klaus-Michael Kuehne are warranted because of the failure to establish a majority-independent compensation committee. A vote FOR the independent nominee Hauke Stars is warranted due to a lack of concerns.
Mgmt For For Appoint Hauke Stars as Member of the Compensation Committee
4.4.3
Mgmt For For Designate Investarit AG as Independent Proxy 4.5
Mgmt For For Ratify Ernst & Young AG as Auditors 4.6
Mgmt Against For Approve Remuneration Report 5.1
Voter Rationale: A vote AGAINST the remuneration report is warranted because * Caps on short-term incentive remuneration are not disclosed. * Under the LTI, shares are matched after the vesting period without requiring the achievement of performance goals.
Mgmt Against For Approve Remuneration of Directors in the
Amount of CHF 5 Million 5.2
Voter Rationale: A vote AGAINST this resolution is warranted because * The proposed envelope could lead to board fees that can be considered high when compared to companies with similar revenues and of the same industry. * The company has not provided a compelling rationale.
Mgmt Against For Approve Remuneration of Executive Committee
in the Amount of CHF 20 Million 5.3
Voter Rationale: A vote AGAINST this proposal is warranted because The company has proposed a pay envelope for executive management that represents a significant potential increase in remuneration, and the company has not provided an explanation for the proposed increase or sufficient transparency on the parameters of its variable compensation in its compensation disclosures.
Page 162 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Kuehne + Nagel International AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Transact Other Business (Voting) 6
Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Laboratorios Farmaceuticos Rovi SA
Meeting Date: 06/12/2019 Country: Spain
Meeting Type: Annual Ticker: ROVI
Primary ISIN: ES0157261019 Primary SEDOL: B29F9S0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial
Statements Mgmt For For
Mgmt For For Approve Non-Financial Information Report 2
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Discharge of Board 4
Mgmt For For Reelect Jose Fernando de Almansa
Moreno-Barreda as Director 5.1
Mgmt For For Ratify Appointment of and Elect Marcos Pena
Pinto as Director 5.2
Mgmt For For Approve Annual Maximum Remuneration 6
Mgmt For For Approve Remuneration Policy 7
Mgmt For For Authorize Share Repurchase Program 8
Mgmt Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities without Preemptive Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR
300 Million
10
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions 11
Page 163 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Laboratorios Farmaceuticos Rovi SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote on Remuneration Report 12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Lagardere SCA
Meeting Date: 05/10/2019 Country: France
Meeting Type: Annual/Special Ticker: MMB
Primary ISIN: FR0000130213 Primary SEDOL: 4547213
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.30 per Share 3
Mgmt For For Approve Compensation of Arnaud Lagardere,
Managing Partner 4
Mgmt For For Approve Compensation of Pierre Leroy and
Thierry Funck-Brentano, Vice-CEOs of Arjil 5
Mgmt For For Approve Compensation of Xavier de Sarrau,
Chairman of the Supervisory Board 6
Mgmt For For Ratify Appointment of Jamal Benomar as
Supervisory Board Member 7
Mgmt For For Reelect Jamal Benomar as Supervisory Board
Member 8
Mgmt For For Reelect Susan M Tolson as Supervisory Board
Member 9
Mgmt For For Elect Gilles Petit as Supervisory Board Member 10
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 11
Mgmt Extraordinary Business
Mgmt Against For Authorize up to 0.4 Percent of Issued Capital for Use in Restricted Stock Plans (Performance Shares)
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Page 164 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lagardere SCA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize up to 0.4 Percent of Issued Capital for
Use in Restricted Stock Plans 13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 1.5 Billion
14
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 265 Million
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with a Binding Priority Right up to Aggregate Nominal Amount of EUR 160 Million
16
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 80 Million
17
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 80 Million
18
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 14-18
19
Mgmt For For Authorize Capital Increase of Up to EUR 80 Million for Future Exchange Offers or Future
Acquisitions
20
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 17-20 at EUR 80 Million and Under Items 15-16 at EUR 300 Million
21
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 300 Million for Bonus Issue or Increase in
Par Value
22
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
23
Mgmt For For Authorize Filing of Required Documents/Other Formalities
24
Lectra SA
Meeting Date: 04/30/2019 Country: France
Meeting Type: Annual Ticker: LSS
Primary ISIN: FR0000065484 Primary SEDOL: 4508663
Page 165 of 294
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Lectra SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Discharge of Directors 3
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.40 per Share 4
Mgmt For For Approve Non-Deductible Expenses 5
Mgmt For For Approve Compensation of Daniel Harari,
Chairman and CEO 6
Voter Rationale: We voted for but will expect future significant salary increases to be linked to material changes in the business or in the role and responsibilities.
Mgmt For For Approve Remuneration Policy of Daniel Harari,
Chairman and CEO 7
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt For For Reelect Anne Binder as Director 8
Mgmt For For Reelect Bernard Jourdan as Director 9
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Mgmt For For Authorize Filing of Required Documents/Other Formalities
11
Legrand SA
Meeting Date: 05/29/2019 Country: France
Meeting Type: Annual/Special Ticker: LR
Primary ISIN: FR0010307819 Primary SEDOL: B11ZRK9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Page 166 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Legrand SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.34 per Share 3
Mgmt For For Approve Compensation of Gilles Schnepp, Chairman and CEO Until Feb. 7, 2018 and Chairman of the Board Since Feb. 8, 2018
4
Mgmt For For Approve Compensation of Benoit Coquart, CEO
Since Feb. 8, 2018 5
Mgmt For For Approve Remuneration Policy of Chairman of
the Board 6
Mgmt For For Approve Remuneration Policy of CEO 7
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reelect Eliane Rouyer-Chevalier as Director 8
Mgmt For For Elect Michel Landel as Director 9
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Mgmt Extraordinary Business
Mgmt For For Amend Article 8 of Bylaws Re: Shareholding Disclosure Thresholds
11
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
12
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
13
Liechtensteinische Landesbank AG
Meeting Date: 05/03/2019 Country: Liechtenstein
Meeting Type: Annual Ticker: LLBN
Primary ISIN: LI0355147575 Primary SEDOL: BYQMFV3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting (Non-Voting) Mgmt
Mgmt Receive Financial Statements and Statutory
Reports (Non-Voting) 2
Mgmt For For Accept Financial Statements and Statutory
Reports (Voting) 3
Page 167 of 294
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Liechtensteinische Landesbank AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
CHF 2.10 per Share 4
Mgmt For For Approve Discharge of Directors, Management
and Auditors 5
Mgmt For For Elect Karl Sevelda as Director 6.1
Mgmt For For Reelect Patrizia Holenstein as Director 6.2
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Transact Other Business (Non-Voting) 8
Loomis AB
Meeting Date: 05/08/2019 Country: Sweden
Meeting Type: Annual Ticker: LOOM.B
Primary ISIN: SE0002683557 Primary SEDOL: B3K7KL2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8.a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8.b
Mgmt Receive Board's Proposal for Appropriation of
Profit 8.c
Mgmt For For Accept Financial Statements and Statutory
Reports 9.a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 10.00 Per Share 9.b
Page 168 of 294
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Loomis AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve May 10, 2019, as Record Date for
Dividend Payment 9.c
Mgmt For For Approve Discharge of Board and President 9.d
Mgmt For For Determine Number of Members (6) and Deputy
Members of Board (0) 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1 Million for Chairman and SEK 425,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration of Auditors
11
Mgmt For For Reelect Alf Goransson (Chairman), Jan Svensson, Patrik Andersson, Ingrid Bonde, CeciliaDaun Wennborg and Gun Nilsson as Directors; Ratify Deloitte as Auditors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
13
Mgmt For For Approve Performance Share Plan; Approve Funding of Plan
14
Mgmt Close Meeting 15
L'Oreal SA
Meeting Date: 04/18/2019 Country: France
Meeting Type: Annual/Special Ticker: OR
Primary ISIN: FR0000120321 Primary SEDOL: 4057808
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.85 per Share and an Extra of EUR 0.38 per Share to Long Term Registered Shares
3
Mgmt For For Elect Fabienne Dulac as Director 4
Mgmt For For Reelect Sophie Bellon as Director 5
Page 169 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
L'Oreal SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of Executive
Corporate Officers 6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. All cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Jean-Paul Agon, Chairman and CEO
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
8
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up a Maximum Nominal Share Capital value of EUR 156,911,062.56
9
Mgmt For For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value
10
Mgmt For For Authorize Capital Increase of up to 2 Percent of Issued Capital for Contributions in Kind
11
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
12
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of
International Subsidiaries
13
Mgmt For For Authorize Filing of Required Documents/Other Formalities
14
Luzerner Kantonalbank AG
Meeting Date: 04/15/2019 Country: Switzerland
Meeting Type: Annual Ticker: LUKN
Primary ISIN: CH0011693600 Primary SEDOL: 7052275
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 821,803 2
Page 170 of 294
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Luzerner Kantonalbank AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Variable Remuneration of Executive
Committee in the Amount of CHF 2 Million 3.1
Mgmt For For Approve Fixed Remuneration of Executive
Committee in the Amount of CHF 3.2 Million 3.2
Mgmt For For Approve Discharge of Board and Senior
Management 4
Mgmt For For Approve Allocation of Income and Dividends of
CHF 12.50 per Share 5
Mgmt For For Reelect Doris Schurter as Director, Board Chairman and as a Member of the Personnel and Compensation Committee
6.1
Mgmt For For Reelect Josef Felder as Director and as a Member of the Personnel and Compensation Committee
6.2
Mgmt For For Reelect Martha Scheiber as Director and as a Member of the Personnel and Compensation Committee
6.3
Mgmt For For Reelect Andreas Dietrich as Director 6.4.1
Mgmt For For Reelect Andreas Emmenegger as Director 6.4.2
Mgmt For For Reelect Franz Grueter as Director 6.4.3
Mgmt For For Reelect Markus Hongler as Director 6.4.4
Mgmt For For Reelect Stefan Portmann as Director 6.4.5
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7
Mgmt For For Designate Markus Kaufmann as Independent
Proxy 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
LVMH Moet Hennessy Louis Vuitton SE
Meeting Date: 04/18/2019 Country: France
Meeting Type: Annual/Special Ticker: MC
Primary ISIN: FR0000121014 Primary SEDOL: 4061412
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LVMH Moet Hennessy Louis Vuitton SE
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 6.00 per Share 3
Mgmt Against For Approve Auditors' Special Report on
Related-Party Transactions 4
Voter Rationale: We voted against given the overall lack of disclosure on a transaction relating to assistance services provided by Groupe Arnault, a company controlled by LVMH's chairman and CEO.
Mgmt For For Ratify Appointment of Sophie Chassat as
Director 5
Mgmt For For Reelect Bernard Arnault as Director 6
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Sophie Chassat as Director 7
Mgmt For For Reelect Clara Gaymard as Director 8
Mgmt For For Reelect Hubert Vedrine as Director 9
Mgmt For For Elect Iris Knobloch as Director 10
Mgmt Against For Appoint Yann Arthus-Bertrand as Censor 11
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt Against For Approve Compensation of Bernard Arnault, Chairman and CEO
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Antonio Belloni, Vice-CEO
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
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LVMH Moet Hennessy Louis Vuitton SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of CEO and
Chairman 14
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Vice-CEO 15
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
17
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 50 Million for Bonus Issue or Increase in
Par Value
18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 50 Million
19
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 50 Million
20
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to Aggregate Nominal Amount of EUR 50 Million
21
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
22
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
23
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
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LVMH Moet Hennessy Louis Vuitton SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Capital Increase of Up to EUR 50
Million for Future Exchange Offers 24
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
25
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans
26
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
27
Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 50 Million
28
Matas A/S
Meeting Date: 06/27/2019 Country: Denmark
Meeting Type: Annual Ticker: MATAS
Primary ISIN: DK0060497295 Primary SEDOL: BBL4QM1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Report of Board Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
DKK 3.00 Per Share 3
Mgmt For For Approve Discharge of Management and Board 4
Mgmt For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 450,000 for Deputy Chairman, and DKK 300,000 for Other Directors; Approve Remuneration for Committee Work
5
Mgmt For For Reelect Lars Vinge Frederiksen as Director 6a
Mgmt For For Reelect Lars Frederiksen as Director 6b
Voter Rationale: The audit committee should be fully independent from the company and majority independent from its major shareholder(s).Likewise, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Signe Trock Hilstrom as Director 6c
Mgmt For For Reelect Mette Maix as Director 6d
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Matas A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Christian Mariager as Director 6e
Mgmt For For Reelect Birgitte Nielsen as Director 6f
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt For For Ratify Ernst & Young as Auditors 7
Mgmt For For Authorize Share Repurchase Program 8a
Mgmt For For Approve Creation of DKK 9.6 Million Pool of Capital without Preemptive Rights; Amend
Articles Accordingly
8b
Mgmt For For Add Matas Gruppen A/S and Matas Group A/S as Secondary Company Names
8c
Mgmt For For Amend Articles Re: Annual General Meeting 8d
Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with
Danish Authorities
8e
Mgmt Other Business 9
Merck KGaA
Meeting Date: 04/26/2019 Country: Germany
Meeting Type: Annual Ticker: MRK
Primary ISIN: DE0006599905 Primary SEDOL: 4741844
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports for Fiscal 2018 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.25 per Share 3
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 4
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 5
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
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Merck KGaA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Elect Wolfgang Buechele to the Supervisory Board
7.1
Mgmt For For Elect Michael Kleinemeier to the Supervisory Board
7.2
Mgmt For For Elect Renate Koehler to the Supervisory Board 7.3
Mgmt For For Elect Helene von Roeder to the Supervisory Board
7.4
Mgmt For For Elect Helga Ruebsamen-Schaeff to the Supervisory Board
7.5
Mgmt For For Elect Daniel Thelen to the Supervisory Board 7.6
Mersen SA
Meeting Date: 05/17/2019 Country: France
Meeting Type: Annual/Special Ticker: MRN
Primary ISIN: FR0000039620 Primary SEDOL: 5481202
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.95 per A Share 3
Mgmt For For Approve Termination Package of Luc Themelin,
CEO 4
Mgmt For For Elect Denis Thiery as Director 5
Mgmt Against For Reelect Bpifrance Investissement as Director 6
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve Compensation of Olivier Legrain,
Chairman of the Board 7
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Mersen SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Luc Themelin, CEO 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.Lastly, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
9
Mgmt Against For Approve Remuneration Policy of CEO 10
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Further, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
11
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of
International Subsidiaries
12
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
13
Mgmt For For Authorize up to 0.4 Percent of Issued Capital for Use in Restricted Stock Plans
14
Mgmt For For Authorize up to 0.3 Percent of Issued Capital for Use in Restricted Stock Plans
15
Mgmt For For Authorize Filing of Required Documents/Other Formalities
16
Metall Zug AG
Meeting Date: 05/03/2019 Country: Switzerland
Meeting Type: Annual Ticker: METN
Primary ISIN: CH0039821084 Primary SEDOL: B39HW28
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Report 1.2
Voter Rationale: A vote AGAINST the remuneration report is warranted because the non-executive chairman of the board receives retirement benefits.
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Metall Zug AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of CHF 7.00 per Registered Share Series A and CHF 70.00 per Registered Share Series B
2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Heinz Buhofer as Director 4.1a
Mgmt For For Reelect Marga Gyger as Director 4.1b
Mgmt For For Reelect Peter Terwiesch as Director 4.1c
Mgmt Against For Reelect Martin Wipfli as Director 4.1d
Voter Rationale: Votes FOR the proposed nominees Heinz Buhofer, Marga Gyger, Peter Terwiesch, Dominik Berchtold, Sandra Emme, and Claudia Pletscher are warranted. A vote AGAINST the nominee Martin Wipfli is warranted because he would hold an excessive number of mandates at listed companies.
Mgmt Against For Reelect Martin Wipfli as Shareholder Representative of Series B Shares
4.1dd
Voter Rationale: Votes FOR the proposed nominees Heinz Buhofer, Marga Gyger, Peter Terwiesch, Dominik Berchtold, Sandra Emme, and Claudia Pletscher are warranted. A vote AGAINST the nominee Martin Wipfli is warranted because he would hold an excessive number of mandates at listed companies.
Mgmt For For Elect Sandra Emme as Director 4.2.1
Mgmt For For Elect Claudia Pletscher as Director 4.2.2
Mgmt For For Elect Dominik Berchtold as Director 4.2.3
Mgmt For For Reelect Heinz Buhofer as Board Chairman 4.3
Mgmt For For Reappoint Heinz Buhofer as Member of the Compensation Committee
4.4.1
Mgmt For For Reappoint Peter Terwiesch as Member of the Compensation Committee
4.4.2
Mgmt For For Designate Blum & Partner AG as Independent Proxy
4.5
Mgmt For For Ratify Ernst & Young AG as Auditors 4.6
Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 1.6 Million
5.1
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 1.5 Million
5.2
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 700,000
5.3
Mgmt Against For Transact Other Business (Voting) 6
Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
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Metropole Television SA
Meeting Date: 04/25/2019 Country: France
Meeting Type: Annual/Special Ticker: MMT
Primary ISIN: FR0000053225 Primary SEDOL: 5993901
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.00 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Mgmt Against For Ratify Appointment of Jennifer Mullin as Supervisory Board Member
5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment of Juliette Valains as Supervisory Board Member
6
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Juliette Valains as Supervisory Board Member
7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Approve Compensation of Nicolas de Tavernost,
Chairman of the Management Board 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of
the Management Board 9
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Thomas Valentin, Management Board Member
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Metropole Television SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Christopher Baldelli,
Management Board Member 11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Jerome Lefebure, Management Board Member
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of David Larramendy, Management Board Member
13
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Management Board Members
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Guillaume de Posch, Chairman of the Supervisory Board Until April 19, 2018
15
Mgmt For For Approve Compensation of Elmar Heggen, Chairman of the Supervisory Board Since April 19, 2018
16
Mgmt For For Approve Remuneration Policy of Supervisory
Board Members 17
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 18
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 19
Mgmt Against For Authorize up to 2.3 Million Shares for Use in
Restricted Stock Plans 20
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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Metropole Television SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Article 16 of Bylaws Re: Age Limit of
Management Board Members 21
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 22
Metso Oyj
Meeting Date: 04/25/2019 Country: Finland
Meeting Type: Annual Ticker: METSO
Primary ISIN: FI0009007835 Primary SEDOL: 5713422
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.20 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt Receive Chairman's Review on Remuneration Principles
10
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 120,000 for Chairman, EUR 66,000 for Vice Chairman and EUR 53,000 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work
11
Mgmt For For Fix Number of Directors at Eight 12
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Metso Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Mikael Lilius (Chairman), Christer Gardell (Deputy Chairman), Peter Carlsson, Lars Josefsson, Nina Kopola, Antti Makinen and Arja Talma as Directors; Elect Kari Stadigh as New
Director
13
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration of Auditors 14
Mgmt For For Ratify Ernst & Young as Auditors 15
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased
Shares
16
Mgmt For For Approve Issuance of up to 15 Million Shares without Preemptive Rights
17
Mgmt Close Meeting 18
MLP SE
Meeting Date: 05/29/2019 Country: Germany
Meeting Type: Annual Ticker: MLP
Primary ISIN: DE0006569908 Primary SEDOL: 5720273
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.20 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 5
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MLP SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration System for Management
Board Members 6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Amend Corporate Purpose 7
MOL Hungarian Oil & Gas Plc
Meeting Date: 04/11/2019 Country: Hungary
Meeting Type: Annual Ticker: MOL
Primary ISIN: HU0000153937 Primary SEDOL: BD5ZXH8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Use of Electronic Vote Collection
Method Mgmt For For
Mgmt For For Elect Keeper of Minutes, Shareholders to
Authenticate Minutes, and Counter of Votes 2
Mgmt For For Approve Standalone and Consolidated Financial
Statements and Statutory Reports 3
Mgmt For For Approve Dividends of HUF 142.5 per Share 4
Mgmt For For Approve Company's Corporate Governance
Statement 5
Mgmt For For Approve Discharge of Management Board 6
Mgmt For For Approve Auditors and Authorize Board to Fix
Their Remuneration 7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Report on Share Repurchase Program
Approved at 2018 AGM 8
Mgmt Against For Authorize Share Repurchase Program 9
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt For For Elect Sandor Csanyi as Management Board
Member 10
Mgmt For For Elect Anthony Radev as Management Board
Member 11
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MOL Hungarian Oil & Gas Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Janos Martonyi as Management Board
Member 12
Mgmt For For Elect Talal Al Awfi as Management Board
Member 13
Mgmt For For Elect Anett Pandurics as Supervisory Board 14
Mgmt For For Elect Anett Pandurics as Audit Committee
Member 15
Mgmt For For Authorize Share Capital Increase by Holders of
"A" Series Shares 16
Mgmt For For Authorize Share Capital Increase by Holders of
"B" Series Shares 17
Mgmt For For Approve Up to HUF 132.4 Billion Increase in Share Capital with Preemptive Rights; Amend Articles of Association Accordingly
18
Motor Oil (Hellas) Corinth Refineries SA
Meeting Date: 06/05/2019 Country: Greece
Meeting Type: Annual Ticker: MOH
Primary ISIN: GRS426003000 Primary SEDOL: 5996234
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Board and Auditors 2
Mgmt Against For Elect Directors (Bundled) 3
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Elect Members of Audit Committee 4
Mgmt For For Approve Allocation of Income and Dividends 5
Mgmt For For Approve Auditors and Fix Their Remuneration 6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Director Remuneration 7
Mgmt For For Approve Advance Payments for Directors 8
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Motor Oil (Hellas) Corinth Refineries SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Profit Sharing to Directors and Key
Management Personnel 9
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Remuneration Policy 10
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Amend Company Articles 11
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Neste Corp.
Meeting Date: 04/02/2019 Country: Finland
Meeting Type: Annual Ticker: NESTE
Primary ISIN: FI0009013296 Primary SEDOL: B06YV46
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.28 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Neste Corp. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 66,000 for Chairman, EUR 49,200 for Vice Chairman, and EUR 35,400 for Other Directors; Approve Attendance Fees for
Board Work
10
Mgmt For For Fix Number of Directors at Eight 11
Mgmt For For Reelect Matti Kahkonen (Chair), Martina Floel, Jean-Baptiste Renard, Willem Schoeber, Marco Wiren (Vice Chair), Elizabeth Burghout and Jari Rosendal as Directors; Elect Sonat Burman
Olsson as New Director
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration of Auditors 13
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14
Mgmt For For Approve 3:1 Stock Split 15
Mgmt For For Authorize Reissuance of Repurchased Shares 16
Mgmt Close Meeting 17
Nestle SA
Meeting Date: 04/11/2019 Country: Switzerland
Meeting Type: Annual Ticker: NESN
Primary ISIN: CH0038863350 Primary SEDOL: 7123870
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Discharge of Board and Senior
Management 2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 2.45 per Share 3
Mgmt For For Reelect Paul Bulcke as Director and Board
Chairman 4.1a
Mgmt For For Reelect Ulf Schneider as Director 4.1b
Mgmt For For Reelect Henri de Castries as Director 4.1c
Mgmt For For Reelect Beat Hess as Director 4.1d
Page 186 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Nestle SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Renato Fassbind as Director 4.1e
Mgmt For For Reelect Ann Veneman as Director 4.1f
Mgmt For For Reelect Eva Cheng as Director 4.1g
Mgmt For For Reelect Patrick Aebischer as Director 4.1h
Mgmt For For Reelect Ursula Burns as Director 4.1i
Mgmt For For Reelect Kasper Rorsted as Director 4.1j
Mgmt For For Reelect Pablo Isla as Director 4.1k
Mgmt For For Reelect Kimberly Ross as Director 4.1l
Mgmt For For Elect Dick Boer as Director 4.2.1
Mgmt For For Elect Dinesh Paliwal as Director 4.2.2
Mgmt For For Appoint Beat Hess as Member of the
Compensation Committee 4.3.1
Mgmt For For Appoint Patrick Aebischer as Member of the
Compensation Committee 4.3.2
Mgmt For For Appoint Ursula Burns as Member of the
Compensation Committee 4.3.3
Mgmt For For Appoint Pablo Isla as Member of the
Compensation Committee 4.3.4
Mgmt For For Ratify KPMG AG as Auditors 4.4
Mgmt For For Designate Hartmann Dreyer as Independent
Proxy 4.5
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 10 Million 5.1
Mgmt For For Approve Maximum Remuneration of Executive
Committee in the Amount of CHF 55 Million 5.2
Mgmt For For Approve CHF 8.7 Million Reduction in Share
Capital via Cancellation of Repurchased Shares 6
Mgmt Against Against Transact Other Business (Voting) 7
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
NetEnt AB
Meeting Date: 05/10/2019 Country: Sweden
Meeting Type: Annual Ticker: NET.B
Primary ISIN: SE0012455525 Primary SEDOL: BK5XY90
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NetEnt AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt Receive President's Report 8
Mgmt For For Accept Financial Statements and Statutory
Reports 9
Mgmt For For Approve Allocation of Income and Omission of
Dividends 10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (7) and Deputy
Members (0) of Board 12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 725,000 for Chairman and SEK 310,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
13
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Reelect Fredrik Erbing (Chair), Peter Hamberg, Pontus Lindwall and Maria Redin as Directors; Elect Lisa Gunnarsson, Christoffer Lundstrom and Jonathan Pettemerides as New Directors
14
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Deloitte as Auditors 15
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
16
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NetEnt AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve 2:1 Stock Split; Approve Reduction in Share Capital; Approve Bonus Issue
18
Mgmt Against For Approve Warrants Plan for Key Employees; Approve Transfer of Warrants to Participants
19
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Authorize Share Repurchase Program 20.a
Mgmt For For Authorize Reissuance of Repurchased Shares 20.b
Mgmt Close Meeting 21
New Wave Group AB
Meeting Date: 05/17/2019 Country: Sweden
Meeting Type: Annual Ticker: NEWA.B
Primary ISIN: SE0000426546 Primary SEDOL: B0FLGQ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
New Wave Group AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory
Reports 9.a
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of SEK 2.00 Per Share
9.b
Mgmt For For Approve Discharge of Board and President 9.c
Mgmt For For Determine Number of Members (7) and Deputy Members (0) of Board
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 350,000 for Chairman and 180,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration of Auditors
11
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Reelect Olof Persson (Chair), Torsten Jansson, Mats Arjes, Christina Bellander and M. Johan Widerberg as Directors; Elect Jonas Eriksson and Magdalena Forsberg as New Directors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Ernst & Young as Auditors 13
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
14
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 15
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Creation of SEK 12 Million Pool of
Capital without Preemptive Rights 16
Mgmt For For Authorize the Company to Take up Loans in Accordance with Section 11 (11) of the Swedish Companies Act
17
Mgmt Close Meeting 18
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NN Group NV
Meeting Date: 05/29/2019 Country: Netherlands
Meeting Type: Annual Ticker: NN
Primary ISIN: NL0010773842 Primary SEDOL: BNG8PQ9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Annual Report 2018 2
Mgmt Discuss Implementation of Remuneration Policy 3
Mgmt For For Adopt Financial Statements and Statutory Reports
4.A
Mgmt Receive Explanation on Company's Reserves and Dividend Policy
4.B
Mgmt For For Approve Dividends of EUR 1.90 Per Share 4.C
Mgmt For For Approve Discharge of Management Board 5.A
Mgmt For For Approve Discharge of Supervisory Board 5.B
Mgmt For For Reelect Helene Vletter-van Dort to Supervisory Board
6
Mgmt For For Ratify KPMG as Auditors 7
Mgmt For For Grant Board Authority to Issue Shares in the Context of Issuing Contingent Convertible
Securities
8
Mgmt For For Grant Board Authority to Issue Ordinary Shares Up To 10 Percent of Issued Capital
9.A.1
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 9.A.1
9.A.2
Mgmt For For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital in Connection with a
Rights Issue
9.B
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Mgmt For For Authorize Cancellation of Ordinary Shares of Up to 20 Percent of Issued Share Capital
11
Mgmt Close Meeting 12
Page 191 of 294
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NOS SGPS SA
Meeting Date: 05/08/2019 Country: Portugal
Meeting Type: Annual Ticker: NOS
Primary ISIN: PTZON0AM0006 Primary SEDOL: B0B9GS5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Individual and Consolidated Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income 2
Mgmt For For Appraise Management and Supervision of Company and Approve Vote of Confidence to
Corporate Bodies
3
Mgmt Against For Approve Statement on Remuneration Policy 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Authorize Repurchase and Reissuance of Shares 5
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Against For Authorize Repurchase and Reissuance of Repurchased Debt Instruments
6
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Against For Elect Corporate Bodies 7
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Appoint Auditor 8
Mgmt Against For Elect Remuneration Committee and Approve
Committee Remuneration 9
Voter Rationale: The remuneration committee should be independent and these directors' memberships could hamper the committee's impartiality and effectiveness.
Olav Thon Eiendomsselskap ASA
Meeting Date: 05/22/2019 Country: Norway
Meeting Type: Annual Ticker: OLT
Primary ISIN: NO0005638858 Primary SEDOL: 4657628
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Olav Thon Eiendomsselskap ASA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Registration of Attending
Shareholders and Proxies Mgmt
Mgmt For For Elect Chairman of Meeting; Designate
Inspector(s) of Minutes of Meeting 2
Mgmt For For Approve Notice of Meeting and Agenda 3
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 4.40 Per Share
4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Company's Corporate Governance
Statement 5
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 6
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 7
Mgmt For For Approve Creation of NOK 10 Million Pool of
Capital without Preemptive Rights 8
Mgmt Against For Approve Remuneration of Directors and Auditors 9
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt For For Elect Deputy Director 10
Orange SA
Meeting Date: 05/21/2019 Country: France
Meeting Type: Annual/Special Ticker: ORA
Primary ISIN: FR0000133308 Primary SEDOL: 5176177
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Page 193 of 294
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Orange SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.70 per Share 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Mgmt For For Elect Anne-Gabrielle Heilbronner as Director 5
Mgmt For For Reelect Alexandre Bompard as Director 6
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Helle Kristoffersen as Director 7
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Jean-Michel Severino as Director 8
Mgmt Against For Reelect Anne Lange as Director 9
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve Compensation of Stephane Richard, Chairman and CEO
10
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Ramon Fernandez,
Vice-CEO 11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Gervais Pellissier,
Vice-CEO 12
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of the Chairman
and CEO 13
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Vice-CEOs 14
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
15
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 2 Billion
16
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Orange SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Allow Board to Use Delegations under Item 16
Above in the Event of a Public Tender Offer 17
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 1 Billion
18
Mgmt Against For Allow Board to Use Delegations under Item 18 Above in the Event of a Public Tender Offer
19
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 1 Billion
20
Mgmt Against For Allow Board to Use Delegations under Item 20 Above in the Event of a Public Tender Offer
21
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items
16-21
22
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Capital Increase of Up to EUR 1 Billion
for Future Exchange Offers 23
Mgmt Against For Allow Board to Use Delegations under Item 23
Above in the Event of a Public Tender Offer 24
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 25
Mgmt Against For Allow Board to Use Delegations under Item 25
Above in the Event of a Public Tender Offer 26
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 3 Billion Million
27
Mgmt For For Authorize up to 0.07 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some Employees and Executive Officers
28
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Orange SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 29
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par Value
30
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
31
Mgmt For For Authorize Filing of Required Documents/Other Formalities
32
Mgmt Shareholder Proposals Submitted by Fonds Commun de Placement d Entreprise Orange
Actions
SH Against Against Amend Item 3 as Follows: Approve Allocation of Income and Dividends of EUR 0.55 per Share
A
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against Against Amend Article 13 of Bylaws Re: Overboarding of Directors
B
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against Against Amend Employee Stock Purchase Plans in Favor of Employees
C
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against Against Authorize up to 0.04 Percent of Issued Capital for Use in Restricted Stock Plans in Favor of Employees
D
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Orexo AB
Meeting Date: 04/11/2019 Country: Sweden
Meeting Type: Annual Ticker: ORX
Primary ISIN: SE0000736415 Primary SEDOL: B0MZGM6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Page 196 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Orexo AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8
Mgmt Receive Board's Report 9
Mgmt For For Accept Financial Statements and Statutory
Reports 10
Mgmt For For Approve Allocation of Income and Omission of
Dividends 11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Determine Number of Members (8) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)
13
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 650,000 to Chair, SEK 300,000 to Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of
Auditors
14
Mgmt For For Reelect Staffan Lindstrand, Martin Nicklasson (Chair), Kristina Schauman, David Colpman, Kirsten Detrick and Henrik Kjaer Hansen as Directors; Elect Fred Wilkinson and Mary Pat Christie as New Directors; Ratify Ernst & Young as Auditor
15
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Furthermore, the audit committee should be fully independent from the company and majority independent from its major shareholder(s).
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
17
Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights
18
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
19
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Orexo AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve 2019 LTIP and Related Financing 20
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 21
OTP Bank Nyrt
Meeting Date: 04/12/2019 Country: Hungary
Meeting Type: Annual Ticker: OTP
Primary ISIN: HU0000061726 Primary SEDOL: 7320154
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements, Statutory
Reports, and Allocation of Income Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Company's Corporate Governance
Statement 2
Mgmt For For Approve Discharge of Management Board 3
Mgmt Against For Approve Auditors and Authorize Board to Fix
Their Remuneration 4
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.
Mgmt For For Amend the Articles of Association by Way of a
Single Resolution 5.1
Mgmt For For Approve the Amendment of Articles of
Association 5.2
Mgmt Against For Approve Election of Employee Representative to
Supervisory Board 6
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Amend Remuneration Policy 7
Mgmt For For Approve Remuneration of Management Board, Supervisory Board, and Audit Committee
Members
8
Mgmt Against For Authorize Share Repurchase Program 9
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
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Pearson Plc
Meeting Date: 04/26/2019 Country: United Kingdom
Meeting Type: Annual Ticker: PSON
Primary ISIN: GB0006776081 Primary SEDOL: 0677608
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Elizabeth Corley as Director 3
Mgmt For For Re-elect Vivienne Cox as Director 4
Mgmt For For Re-elect John Fallon as Director 5
Mgmt For For Re-elect Josh Lewis as Director 6
Mgmt For For Re-elect Linda Lorimer as Director 7
Mgmt For For Re-elect Michael Lynton as Director 8
Mgmt For For Re-elect Tim Score as Director 9
Mgmt For For Re-elect Sidney Taurel as Director 10
Mgmt For For Re-elect Lincoln Wallen as Director 11
Mgmt For For Re-elect Coram Williams as Director 12
Mgmt For For Approve Remuneration Report 13
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise Issue of Equity 16
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights 17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice 20
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Peugeot SA
Meeting Date: 04/25/2019 Country: France
Meeting Type: Annual/Special Ticker: UG
Primary ISIN: FR0000121501 Primary SEDOL: 7103526
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.78 per Share
3
Mgmt For For Elect Gilles Schnepp as Supervisory Board Member
4
Mgmt For For Elect Thierry de la Tour d Artaise as Supervisory Board Member
5
Mgmt Against For Approve Remuneration Policy of Carlos Tavares, Chairman of the Management Board
6
Voter Rationale: The company's remuneration policy should provide for exceptional awards on recruitment. Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Remuneration Policy of Olivier Bourges, Maxime Picat, Jean-Christophe Quemard as
Members of the Management Board
7
Mgmt For For Approve Remuneration Policy of Members of the Supervisory Board and Louis Gallois, Chairman
of the Supervisory Board
8
Mgmt Against For Approve Compensation of Carlos Tavares, Chairman of the Management Board
9
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Peugeot SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Jean-Baptiste Chasseloup de Chatillon, Member of the Management Board
10
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Compensation of Maxime Picat, Member of the Management Board
11
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Compensation of Jean-Christophe Quemard, Member of the Management Board
12
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Compensation of Louis Gallois, Chairman of the Supervisory Board
13
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 14
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 226,207,053
16
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 90,482,821
17
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 90,482,821
18
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items
16-18
19
Mgmt For For Authorize Capital Increase of Up to EUR
90,482,821 for Future Exchange Offers 20
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Peugeot SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 21
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Under Items 16-21 and 23 Requests at EUR 334,786,439
22
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans 23
Mgmt Against For Authorize Board to Issue Free Warrants with
Preemptive Rights During a Public Tender Offer 24
Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
25
Piaggio & C SpA
Meeting Date: 04/12/2019 Country: Italy
Meeting Type: Annual Ticker: PIA
Primary ISIN: IT0003073266 Primary SEDOL: B15CPD5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 3
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Piaggio & C SpA
Meeting Date: 06/28/2019 Country: Italy
Meeting Type: Special Ticker: PIA
Primary ISIN: IT0003073266 Primary SEDOL: B15CPD5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Extraordinary Business Mgmt
Mgmt For For Amend Company Bylaws Re: Articles 5, 7, 8, 12, and 27
1
Piraeus Bank SA
Meeting Date: 06/28/2019 Country: Greece
Meeting Type: Annual Ticker: TPEIR
Primary ISIN: GRS014003024 Primary SEDOL: BZ3CDP3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Discharge of Board and Auditors 2
Mgmt For For Ratify Auditors 3
Mgmt For For Approve Remuneration Policy 4
Mgmt For For Approve Director Remuneration 5
Mgmt For For Authorize Board to Participate in Companies with Similar Business Interests
6
Mgmt For For Amend Company Articles 7
Mgmt For For Amend Corporate Purpose 8
Mgmt Various Announcements 9
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PKP Cargo SA
Meeting Date: 06/26/2019 Country: Poland
Meeting Type: Annual Ticker: PKP
Primary ISIN: PLPKPCR00011 Primary SEDOL: BFXWV82
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Management Proposals Mgmt
Mgmt Open Meeting 1
Mgmt Prepare List of Shareholders 2
Mgmt For For Elect Meeting Chairman 3
Mgmt Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Supervisory Board Report on Results of Recruitment for Positions of Management Board
Members
6
Mgmt Receive Supervisory Board Report on Financial Statements
7.1
Mgmt Receive Supervisory Board Report on Consolidated Financial Statements
7.2
Mgmt Receive Supervisory Board Report on Management Board Report on Group's
Operations
7.3
Mgmt Receive Supervisory Board Report on Management's Proposal of Allocation of Income
7.4
Mgmt Receive Supervisory Board Opinion on Company's Standing, Internal Control System, Risk Management, Compliance, and Internal Audit Function
7.5
Mgmt Receive Supervisory Board Report on Company's Compliance with Polish Corporate
Governance Code
7.6
Mgmt Receive Supervisory Board Opinion on Company's Sponsoring and Charity Activities
7.7
Mgmt Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and
Management Advisory Services
8
Mgmt For For Approve Financial Statements 9
Mgmt For For Approve Consolidated Financial Statements 10
Mgmt For For Approve Management Board Report on Group's Operations
11
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PKP Cargo SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income 12
Mgmt For For Approve Day and Terms of Dividend Payout 13
Mgmt For For Approve Discharge of Krzysztof Maminski (CEO) 14.1
Mgmt For For Approve Discharge of Czeslaw Warsewicz (CEO) 14.2
Mgmt For For Approve Discharge of Leszek Borowiec
(Management Board Member) 14.3
Mgmt For For Approve Discharge of Witold Bawor
(Management Board Member) 14.4
Mgmt For For Approve Discharge of Grzegorz Fingas
(Management Board Member) 14.5
Mgmt For For Approve Discharge of Zenon Kozendra
(Management Board Member) 14.6
Mgmt For For Approve Discharge of Krzysztof Maminski
(Supervisory Board Chairman) 15.1
Mgmt For For Approve Discharge of Miroslaw Antonowicz
(Supervisory Board Deputy Chairman) 15.2
Mgmt For For Approve Discharge of Krzysztof Czarnota
(Supervisory Board Member) 15.3
Mgmt For For Approve Discharge of Zofia Dzik (Supervisory
Board Member) 15.4
Mgmt For For Approve Discharge of Raimondo Eggink
(Supervisory Board Member) 15.5
Mgmt For For Approve Discharge of Malgorzata Kryszkiewicz
(Supervisory Board Member) 15.6
Mgmt For For Approve Discharge of Tadeusz Stachaczynski
(Supervisory Board Member) 15.7
Mgmt For For Approve Discharge of Wladyslaw Szczepkowski
(Supervisory Board Member) 15.8
Mgmt For For Approve Discharge of Jerzy Sosnierz
(Supervisory Board Member) 15.9
Mgmt For For Approve Discharge of Pawel Sosnowski
(Supervisory Board Member) 15.10
Mgmt For For Approve Discharge of Czeslaw Warsewicz
(Supervisory Board Member) 15.11
Mgmt Against For Elect Supervisory Board Member 16
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Shareholder Proposal Submitted by PKP SA
SH Against None Amend Statute Re: General Meeting 17.1
Voter Rationale: Votes AGAINST this resolution is warranted because:* The proposed amendments may have negative impact on shareholders' rights;* The shareholder has not presented compelling rationale for the proposed changes.
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PKP Cargo SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Management Proposals
Mgmt For For Amend Statute Re: Management Board 17.2
Mgmt For For Amend Statute Re: Management Board 17.3
Mgmt For For Amend Statute Re: Management Board 17.4
Mgmt For For Amend Statute Re: Management Board 17.5
Mgmt For For Amend Statute Re: Management Board 17.6
Mgmt For For Amend Statute Re: Management Board 17.7
Mgmt For For Amend Statute Re: Management Board 17.8
Mgmt For For Amend Statute Re: Management Board 17.9
Mgmt For For Amend Statute Re: Management Board 17.10
Mgmt Shareholder Proposal Submitted by PKP SA
SH Against None Amend Statute Re: Management Board 17.11
Voter Rationale: Votes AGAINST this resolution is warranted because:* The proposed amendments may have negative impact on shareholders' rights;* The shareholder has not presented compelling rationale for the proposed changes.
Mgmt Management Proposals
Mgmt For For Amend Statute Re: Supervisory Board 17.12
Mgmt For For Amend Statute Re: Supervisory Board 17.13
Mgmt Shareholder Proposal Submitted by PKP SA
SH For None Amend Statute Re: Supervisory Board 17.14
Mgmt Management Proposals
Mgmt For For Amend Statute Re: Supervisory Board 17.15
Mgmt For For Amend Statute Re: Supervisory Board 17.16
Mgmt For For Amend Statute Re: Supervisory Board 17.17
Mgmt For For Amend Statute Re: Supervisory Board 17.18
Mgmt For For Amend Statute Re: Supervisory Board 17.19
Mgmt Shareholder Proposal PKP SA
SH Against None Amend Statute Re: Supervisory Board 17.20
Voter Rationale: Votes AGAINST this resolution is warranted because:* The proposed amendments may have negative impact on shareholders' rights;* The shareholder has not presented compelling rationale for the proposed changes.
Mgmt Management Proposals
Mgmt For For Amend Statute Re: Final Provisions 17.21
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PKP Cargo SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Acquisition of 23 Shares of Advanced
World Transport a.s. 18
Voter Rationale: A vote AGAINST this resolution is warranted because the company has failed to disclose the opinion of an independent appraiser regarding the value of the shares.
Mgmt Against For Ratify Auditor 19
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Transact Other Business 20
Voter Rationale: Any Other Business should not be a voting item.
Mgmt Close Meeting 21
Polyus PJSC
Meeting Date: 05/06/2019 Country: Russia
Meeting Type: Annual Ticker: PLZL
Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR/GDR Holders Mgmt
Mgmt For For Approve Annual Report and Financial Statements
1
Mgmt For For Approve Allocation of Income and Dividends of RUB 143.62 per Share
2
Mgmt Elect Nine Directors by Cumulative Voting
Mgmt For None Elect Mariya Gordon as Director 3.1
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Pavel Grachev as Director 3.2
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt For None Elect Edward Dowling as Director 3.3
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Polyus PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Said Kerimov as Director 3.4
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Sergey Nosov as Director 3.5
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Vladimir Polin as Director 3.6
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For None Elect Kent Potter as Director 3.7
Mgmt Against None Elect Mikhail Stiskin as Director 3.8
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt For None Elect William Champion as Director 3.9
Mgmt For For Ratify Auditor 4
Mgmt For For Approve Company's Membership in Association 5
Ponsse Oyj
Meeting Date: 04/03/2019 Country: Finland
Meeting Type: Annual Ticker: PON1V
Primary ISIN: FI0009005078 Primary SEDOL: B125V73
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Elect Secretary of Meeting 3
Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
4
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Ponsse Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt For For Prepare and Approve List of Shareholders 6
Mgmt For For Approve Agenda of Meeting 7
Mgmt Receive Financial Statements and Statutory Reports; Receive President's Report; Receive CEO's Report
8
Mgmt Receive Auditor's Report 9
Mgmt For For Accept Financial Statements and Statutory
Reports 10
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.80 Per Share
11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 48,000 for Chairman, EUR 45,000 for Vice Chairman and EUR 38,000 for Other Directors; Approve Remuneration of
Auditors
13
Mgmt For For Fix Number of Directors at Six 14
Mgmt For For Reelect Mammu Kaario, Matti Kylavainio, Juha Vanhainen, Janne Vidgren, Juha Vidgren and
Jukka Vidgren as Directors
15
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 16
Mgmt For For Authorize Share Repurchase Program 17
Mgmt For For Authorize Reissuance of Repurchased Shares 18
Mgmt For For Approve Issuance of up to 200,000 Shares without Preemptive Rights
19
Mgmt For For Approve Profit Bonuses to Personnel 20
Mgmt Other Business 21
Mgmt Close Meeting 22
PORR AG
Meeting Date: 05/29/2019 Country: Austria
Meeting Type: Annual Ticker: POS
Primary ISIN: AT0000609607 Primary SEDOL: 4019950
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PORR AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.10 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Mgmt For For Ratify BDO Austria GmbH as Auditors for Fiscal
2019 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Elect Iris Ortner as Supervisory Board Member 6.1
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Susanne Weiss as Supervisory Board Member
6.2
Mgmt Against For Elect Karl Pistotnik as Supervisory Board Member
6.3
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Elect Klaus Ortner as Supervisory Board Member
6.4
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness
Mgmt For For Elect Robert Grueneis as Supervisory Board Member
6.5
Mgmt Against For Elect Bernhard Vanas as Supervisory Board Member
6.6
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
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PORR AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Thomas Winischhofer as Supervisory
Board Member 6.7
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Walter Knirsch as Supervisory Board Member
6.8
Mgmt For For Approve Remuneration of Supervisory Board Members
7
PSI Software AG
Meeting Date: 05/16/2019 Country: Germany
Meeting Type: Annual Ticker: PSAN
Primary ISIN: DE000A0Z1JH9 Primary SEDOL: 5522714
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.25 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Mgmt Against For Ratify Ernst & Young GmbH as Auditors for
Fiscal 2019 5
Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit. Also, we do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Creation of EUR 8 Million Pool of Capital with Partial Exclusion of Preemptive Rights
6
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PSI Software AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration System for Management
Board Members 7
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Further, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Publicis Groupe SA
Meeting Date: 05/29/2019 Country: France
Meeting Type: Annual/Special Ticker: PUB
Primary ISIN: FR0000130577 Primary SEDOL: 4380429
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.12 per Share 3
Mgmt For For Approve Stock Dividend Program 4
Mgmt For For Approve Severance Agreement with Arthur
Sadoun, Chairman of the Management Board 5
Mgmt For For Approve Severance Agreement with Jean-Michel
Etienne, Management Board Member 6
Mgmt For For Approve Severance Agreement with Anne-Gabrielle Heilbronner, Management Board Member
7
Mgmt For For Approve Severance Agreement with Steve King,
Management Board Member 8
Mgmt Against For Approve Compensation of Maurice Levy,
Chairman of the Supervisory Board 9
Voter Rationale: A vote AGAINST the remuneration report of Levy as supervisory board chairman is warranted because the quantum of his remuneration is significantly above market standards for this position and the company has not provided a compelling rationale to justify such amount.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Publicis Groupe SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Arthur Sadoun,
Chairman of the Management Board 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Compensation of Jean-Michel Etienne, Management Board Member
11
Mgmt For For Approve Compensation of Anne-Gabrielle Heilbronner, Management Board Member
12
Mgmt For For Approve Compensation of Steve King, Management Board Member
13
Mgmt For For Approve Remuneration Policy of Chairman of the Supervisory Board
14
Mgmt For For Approve Remuneration Policy of Supervisory Board Members
15
Mgmt Against For Approve Remuneration Policy of Chairman of the Management Board
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Remuneration Policy of Management Board Members
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Elect Antonella Mei-Pochtler as Supervisory Board Member
18
Mgmt For For Elect Suzan LeVine as Supervisory Board Member
19
Mgmt For For Elect Enrico Letta as Supervisory Board Member 20
Mgmt For For Renew Appointment of Ernst & Young et Autres as Auditor
21
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 22
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares 23
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind 24
Page 213 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Publicis Groupe SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize up to 3 Percent of Issued Capital for
Use in Stock Option Plans 25
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, the burn rate exceeds the sector cap.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
26
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for International
Employees
27
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
28
QIAGEN NV
Meeting Date: 06/17/2019 Country: Netherlands
Meeting Type: Annual Ticker: QGEN
Primary ISIN: NL0012169213 Primary SEDOL: BYXS688
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board
(Non-Voting) 2
Mgmt Receive Report of Supervisory Board
(Non-Voting) 3.a
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Supervisory Board Members
3.b
Mgmt For For Adopt Financial Statements and Statutory
Reports 4
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 5
Mgmt For For Approve Discharge of Management Board 6
Mgmt For For Approve Discharge of Supervisory Board 7
Mgmt For For Reelect Stephane Bancel to Supervisory Board 8.a
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QIAGEN NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Hakan Bjorklund to Supervisory Board 8.b
Mgmt For For Reelect Metin Colpan to Supervisory Board 8.c
Mgmt For For Reelect Ross L. Levine to Supervisory Board 8.d
Mgmt For For Reelect Elaine Mardis to Supervisory Board 8.e
Mgmt For For Reelect Lawrence A. Rosen to Supervisory
Board 8.f
Mgmt For For Reelect Elizabeth E. Tallett to Supervisory Board 8.g
Mgmt For For Reelect Peer M. Schatz to Management Board 9.a
Mgmt For For Reelect Roland Sackers to Management Board 9.b
Mgmt For For Ratify KPMG as Auditors 10
Mgmt For For Grant Board Authority to Issue Shares 11.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 11.b
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances in Connection to Mergers, Acquisitions or Strategic Alliances
11.c
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Repurchase of Issued Share Capital 12
Mgmt For For Amend Articles of Association 13
Mgmt Allow Questions 14
Mgmt Close Meeting 15
Raute Oyj
Meeting Date: 04/02/2019 Country: Finland
Meeting Type: Annual Ticker: RAUTE
Primary ISIN: FI0009004741 Primary SEDOL: 4727725
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting 3
Page 215 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Raute Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory
Reports 6
Mgmt For For Accept Financial Statements and Statutory
Reports 7
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.40 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 48,000 for Chairman, and EUR
24,000 for other Directors
10
Mgmt For For Fix Number of Directors at Six 11
Mgmt Against For Reelect Laura Raitio (Chairman), Mika Mustakallio (Vice Chairman), Joni Bask, Pekka Suominen and Patrick von Essen as Directors; Elect Ari Harmaala as new Director
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Approve Remuneration of Auditors 13
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14
Mgmt For For Authorize Share Repurchase Program 15
Mgmt For For Approve Issuance of up to 400,000 Series A Shares without Preemptive Rights
16
Mgmt Close Meeting 17
Recordati SpA
Meeting Date: 04/11/2019 Country: Italy
Meeting Type: Annual Ticker: REC
Primary ISIN: IT0003828271 Primary SEDOL: B07DRZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
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Recordati SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Against For Amend 2018-2022 Stock Option Plan 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
4
Repsol SA
Meeting Date: 05/30/2019 Country: Spain
Meeting Type: Annual Ticker: REP
Primary ISIN: ES0173516115 Primary SEDOL: 5669354
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial
Statements Mgmt For For
Mgmt For For Approve Non-Financial Information Report 2
Mgmt For For Approve Allocation of Income 3
Mgmt For For Approve Discharge of Board 4
Mgmt For For Authorize Capitalization of Reserves for Scrip
Dividends 5
Mgmt For For Authorize Capitalization of Reserves for Scrip
Dividends 6
Mgmt For For Approve Reduction in Share Capital via
Amortization of Treasury Shares 7
Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities Exchangeables for Issued Shares for up to EUR
15 Billion
8
Mgmt For For Fix Number of Directors at 15 9
Mgmt For For Reelect Antonio Brufau Niubo as Director 10
Mgmt For For Reelect Josu Jon Imaz San Miguel as Director 11
Mgmt For For Reelect Jose Manuel Loureda Mantinan as
Director 12
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Repsol SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect John Robinson West as Director 13
Mgmt For For Ratify Appointment of and Elect Henri Philippe
Reichstul as Director 14
Mgmt For For Elect Aranzazu Estefania Larranaga as Director 15
Mgmt For For Elect Maria Teresa Garcia-Mila Lloveras as
Director 16
Mgmt For For Advisory Vote on Remuneration Report 17
Mgmt For For Approve Inclusion of a Target Related to the TSR in the Long Term Incentive Plan of Executive Directors
18
Mgmt For For Approve Remuneration Policy 19
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions 20
Rexel SA
Meeting Date: 05/23/2019 Country: France
Meeting Type: Annual/Special Ticker: RXL
Primary ISIN: FR0010451203 Primary SEDOL: B1VP0K0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.44 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Mgmt For For Approve Additional Pension Scheme Agreement with Patrick Berard, CEO
5
Mgmt For For Approve Remuneration Policy of Chairman of the Board
6
Mgmt For For Approve Remuneration Policy of CEO 7
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Page 218 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Rexel SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Compensation of Ian Meakins,
Chairman of the Board 8
Mgmt Against For Approve Compensation of Patrick Berard, CEO 9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reelect Agnes Touraine as Director 10
Mgmt For For Reelect Elen Phillips as Director 11
Mgmt For For Elect Francois Auque as Director 12
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
13
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
14
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 720 Million
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 140 Million
16
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 140 Million
17
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15-17
18
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to
Issue Authority without Preemptive Rights
19
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
20
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 200 Million for Bonus Issue or Increase in
Par Value
21
Mgmt For For Authorize Filing of Required Documents/Other Formalities
22
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Rio Tinto Plc
Meeting Date: 04/10/2019 Country: United Kingdom
Meeting Type: Annual Ticker: RIO
Primary ISIN: GB0007188757 Primary SEDOL: 0718875
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Resolutions 1 to 16 will be Voted on by Rio Tinto plc and Rio Tinto Limited Shareholders as
a Joint Electorate
Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Mgmt For For Approve Remuneration Report for UK Law Purposes
2
Mgmt For For Approve Remuneration Report for Australian Law Purposes
3
Mgmt For For Elect Moya Greene as Director 4
Mgmt For For Elect Simon McKeon as Director 5
Mgmt For For Elect Jakob Stausholm as Director 6
Mgmt For For Re-elect Megan Clark as Director 7
Mgmt For For Re-elect David Constable as Director 8
Mgmt For For Re-elect Simon Henry as Director 9
Mgmt For For Re-elect Jean-Sebastien Jacques as Director 10
Mgmt For For Re-elect Sam Laidlaw as Director 11
Mgmt For For Re-elect Michael L'Estrange as Director 12
Mgmt Against For Re-elect Simon Thompson as Director 13
Voter Rationale: Females represent less than 30 percent of the board.
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors 14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise EU Political Donations and Expenditure
16
Mgmt Resolutions 17 to 20 will be Voted on by Rio Tinto plc Shareholders Only
Mgmt For For Authorise Issue of Equity 17
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Rio Tinto Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights 18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice 20
Rothschild & Co. SCA
Meeting Date: 05/16/2019 Country: France
Meeting Type: Annual/Special Ticker: ROTH
Primary ISIN: FR0000031684 Primary SEDOL: 4672308
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Discharge Managing Partner
1
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.79 per Share
2
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
3
Mgmt For For Approve Transaction with Rothschild & Cie SCS Re: Financial Advice
4
Mgmt For For Reelect Angelika Gifford as Supervisory Board Member
5
Mgmt For For Reelect Luisa Todini as Supervisory Board Member
6
Mgmt For For Reelect Carole Piwnica as Supervisory Board Member
7
Mgmt Against For Reelect Arielle Malard de Rothschild as Supervisory Board Member
8
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Daniel Daeniker as Supervisory Board
Member 9
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Adam Keswick as Supervisory Board
Member 10
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
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Rothschild & Co. SCA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Renew Appointment of Francois Henrot as
Censor 11
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR
600,000
12
Mgmt For For Approve Compensation of Rothschild & Co Gestion SAS, Managing Partner
13
Mgmt For For Approve Compensation of David de Rothschild, Chairman of Rothschild and Co Gestion SAS Until May 17, 2018 and Alexandre de Rothschild, Chairman of Rothschild and Co Gestion SAS
Since May 17, 2018
14
Mgmt For For Approve Compensation of Eric de Rothschild, Chairman of the Supervisory Board Until May 17, 2018 and David de Rothschild, Chairman of the Supervisory Board Since May 17, 2018
15
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Fix Maximum Variable Compensation Ratio for Executives and Risk Takers
17
Mgmt Extraordinary Business
Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans Reserved for Employees and Corporate Officers Re: European Directive 2013/36/EU of 26 June 2013 ("CRD
IV")
18
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
19
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 18-19 Above, and Items 18-23, 25-26 of May 17, 2018
at EUR 70 Million
20
Mgmt For For Authorize Filing of Required Documents/Other Formalities
21
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Rottneros AB
Meeting Date: 05/02/2019 Country: Sweden
Meeting Type: Annual Ticker: RROS
Primary ISIN: SE0000112252 Primary SEDOL: 4753838
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports; Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
7
Mgmt Receive President's Report; Allow Questions 8
Mgmt For For Accept Financial Statements and Statutory Reports
9
Mgmt For For Approve Allocation of Income and Dividends of SEK 0.70 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (5) and Deputy Members (0) of Board; Determine Number of
Auditors (1) and Deputy Auditors (0)
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 550,000 for Chairman and SEK 275,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration of Auditors
13
Mgmt Against For Reelect Marie Arwidson, Ulf Carlson, Per Lundeen (Chairman) and Roger Mattsson as Directors; Elect Conny Mossberg as New Director
14
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Ratify KPMG as Auditors 15
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Mgmt Close Meeting 17
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Royal Ahold Delhaize NV
Meeting Date: 04/10/2019 Country: Netherlands
Meeting Type: Annual Ticker: AD
Primary ISIN: NL0011794037 Primary SEDOL: BD0Q398
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2
Mgmt Receive Explanation on Company's Reserves and Dividend Policy
3
Mgmt Discuss Implementation of Remuneration Policy of the Management Board
4
Mgmt For For Adopt Financial Statements 5
Mgmt For For Approve Dividends of EUR 0.70 Per Share 6
Mgmt For For Approve Discharge of Management Board 7
Mgmt For For Approve Discharge of Supervisory Board 8
Mgmt For For Elect K.C. Doyle to Supervisory Board 9
Mgmt For For Elect P. Agnefjall to Supervisory Board 10
Mgmt For For Reelect F.W.H. Muller to Management Board 11
Mgmt For For Amend Management Board Remuneration Policy 12
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 13
Mgmt For For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital
14
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 14
15
Mgmt For For Authorize Board to Acquire Common Shares 16
Mgmt For For Authorize Board to Acquire Cumulative Preferred Financing Shares
17
Mgmt For For Approve Reduction in Share Capital by Cancellation of Shares Under Item 16 and 17
18
Mgmt Close Meeting 19
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Royal Dutch Shell Plc
Meeting Date: 05/21/2019 Country: United Kingdom
Meeting Type: Annual Ticker: RDSB
Primary ISIN: GB00B03MM408 Primary SEDOL: B03MM40
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Management Proposals Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Mgmt For For Approve Remuneration Report 2
Voter Rationale: This year the long-term incentive plan paid out at close to full vesting. This has resulted in a significant award being made to the CEO pushing his pay over the EUR 20m mark. The company has outperformed its competitors against many of the performance measures and in addition has improved the overall structure of incentive awards going forward by removing the individual performance multiplier which we have objected to for several years. On balance, we are supporting the pay package despite the high level of award. We will continue to engage throughout the year with regard to the policy vote that will take place at the 2020 AGM. Concerns around the level of award granted for average performance against the comparator group continue to exist.
Mgmt For For Elect Neil Carson as Director 3
Mgmt For For Re-elect Ben van Beurden as Director 4
Mgmt For For Re-elect Ann Godbehere as Director 5
Mgmt For For Re-elect Euleen Goh as Director 6
Mgmt For For Re-elect Charles Holliday as Director 7
Mgmt For For Re-elect Catherine Hughes as Director 8
Mgmt For For Re-elect Gerard Kleisterlee as Director 9
Mgmt For For Re-elect Roberto Setubal as Director 10
Mgmt For For Re-elect Sir Nigel Sheinwald as Director 11
Mgmt For For Re-elect Linda Stuntz as Director 12
Mgmt For For Re-elect Jessica Uhl as Director 13
Mgmt For For Re-elect Gerrit Zalm as Director 14
Mgmt For For Reappoint Ernst & Young LLP as Auditors 15
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Mgmt For For Authorise Issue of Equity 17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
18
Mgmt For For Adopt New Articles of Association 19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
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Royal Dutch Shell Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorise EU Political Donations and
Expenditure 21
Mgmt Shareholder Proposal
SH Against Against Request Shell to Set and Publish Targets for
Greenhouse Gas (GHG) Emissions 22
Salzgitter AG
Meeting Date: 05/23/2019 Country: Germany
Meeting Type: Annual Ticker: SZG
Primary ISIN: DE0006202005 Primary SEDOL: 5465358
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.55 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Sandvik AB
Meeting Date: 04/29/2019 Country: Sweden
Meeting Type: Annual Ticker: SAND
Primary ISIN: SE0000667891 Primary SEDOL: B1VQ252
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Sandvik AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt Receive President's Report 8
Mgmt For For Accept Financial Statements and Statutory
Reports 9
Mgmt For For Approve Discharge of Board and President 10
Mgmt For For Approve Allocation of Income and Dividends of
SEK 4.25 Per Share 11
Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.55 Million for Chairman and SEK 690,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration for Auditor
13
Mgmt For For Reelect Jennifer Allerton as Director 14.a
Mgmt Against For Reelect Claes Boustedt as Director 14.b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Additionally, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt Against For Reelect Marika Fredriksson as Director 14.c
Mgmt For For Reelect Johan Karlstrom as Director 14.d
Mgmt For For Reelect Johan Molin as Director 14.e
Mgmt For For Reelect Bjorn Rosengren as Director 14.f
Mgmt Against For Reelect Helena Stjernholm as Director 14.g
Mgmt For For Reelect Lars Westerberg as Director 14.h
Mgmt For For Reelect Johan Molin as Chairman of the Board 15
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 16
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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Sandvik AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Performance Share Matching Plan LTI
2019 18
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 19
Sanofi
Meeting Date: 04/30/2019 Country: France
Meeting Type: Annual/Special Ticker: SAN
Primary ISIN: FR0000120578 Primary SEDOL: 5671735
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 3.07 per Share 3
Mgmt For For Reelect Serge Weinberg as Director 4
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Suet Fern Lee as Director 5
Mgmt For For Ratify Appointment of Christophe Babule as
Director 6
Mgmt For For Approve Remuneration Policy for Chairman of
the Board 7
Mgmt Against For Approve Remuneration Policy for CEO 8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Serge Weinberg,
Chairman of the Board 9
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Sanofi Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Olivier Brandicourt,
CEO 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
11
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
12
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 997 Million
13
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 240 Million
14
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 240 Million
15
Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion
16
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 13-15
17
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
18
Mgmt Against For Authorize up to 0.5 Percent of Issued Capital for Use in Stock Option Plans
19
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Authorize up to 1.5 Percent of Issued Capital for Use in Restricted Stock Plans
20
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value
21
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
22
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Sanofi Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 23
SAP SE
Meeting Date: 05/15/2019 Country: Germany
Meeting Type: Annual Ticker: SAP
Primary ISIN: DE0007164600 Primary SEDOL: 4846288
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.50 per Share
2
Mgmt Abstain For Approve Discharge of Management Board for Fiscal 2018
3
Voter Rationale: We abstained as a precaution given ongoing investigations into alleged corrupt practices.
Mgmt Abstain For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: We abstained as a precaution given ongoing investigations into alleged corrupt practices. We welcome steps taken by the board to reduce director terms. We would encourage the company to, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 5
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Elect Hasso Plattner to the Supervisory Board 6.1
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt Against For Elect Pekka Ala-Pietila to the Supervisory Board 6.2
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Further, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Aicha Evans to the Supervisory Board 6.3
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
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SAP SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Diane Greene to the Supervisory Board 6.4
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect Gesche Joost to the Supervisory Board 6.5
Mgmt For For Elect Bernard Liautaud to the Supervisory Board 6.6
Mgmt Against For Elect Gerhard Oswald to the Supervisory Board 6.7
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Mgmt For For Elect Friederike Rotsch to the Supervisory Board 6.8
Mgmt For For Elect Gunnar Wiedenfels to the Supervisory Board
6.9
Saras SpA
Meeting Date: 04/16/2019 Country: Italy
Meeting Type: Annual Ticker: SRS
Primary ISIN: IT0000433307 Primary SEDOL: B04F679
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 1.1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 1.2
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Stock Grant Plan 3
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 4
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
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Saras SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Sberbank Russia OJSC
Meeting Date: 05/24/2019 Country: Russia
Meeting Type: Annual Ticker: SBER
Primary ISIN: RU0009029540 Primary SEDOL: 4767981
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Approve Annual Report 1
Mgmt For For Approve Financial Statements 2
Mgmt For For Approve Allocation of Income and Dividends of
RUB 16 per Share 3
Mgmt Against For Ratify PricewaterhouseCoopers as Auditor 4
Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.
Mgmt Elect 14 Directors by Cumulative Voting
Mgmt For None Elect Esko Tapani Aho as Director 5.1
Mgmt For None Elect Leonid Boguslavsky as Director 5.2
Mgmt Against None Elect Valery Goreglyad as Director 5.3
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against None Elect Herman Gref as Director 5.4
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Sberbank Russia OJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Bella Zlatkis as Director 5.5
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Nadezhda Ivanova as Director 5.6
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against None Elect Sergey Ignatyev as Director 5.7
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For None Elect Nikolay Kudryavtsev as Director 5.8
Mgmt For None Elect Alexander Kuleshov as Director 5.9
Mgmt For None Elect Gennady Melikyan as Director 5.10
Mgmt Against None Elect Maksim Oreshkin as Director 5.11
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Olga Skorobogatova as Director 5.12
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt For None Elect Nadia Wells as Director 5.13
Mgmt Against None Elect Sergey Shvetsov as Director 5.14
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt For For Elect Herman Gref as CEO 6.1
Mgmt Against For Approve New Edition of Charter 7
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt Against For Approve New Edition of Regulations on
Supervisory Board 8
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
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Sberbank Russia OJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve New Edition of Regulations on
Management 9
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt Elect Seven Members of Audit Commission
Mgmt For For Elect Alexey Bogatov as Member of Audit
Commission 10.1
Mgmt For For Elect Natalya Borodina as Member of Audit
Commission 10.2
Mgmt For For Elect Maria Voloshina as Member of Audit
Commission 10.3
Mgmt For For Elect Tatyana Domanskaya as Member of Audit
Commission 10.4
Mgmt For For Elect Yulia Isakhanova as Member of Audit
Commission 10.5
Mgmt For For Elect Irina Litvinova as Member of Audit
Commission 10.6
Mgmt For For Elect Alexey Minenko as Member of Audit
Commission 10.7
Schneider Electric SE
Meeting Date: 04/25/2019 Country: France
Meeting Type: Annual/Special Ticker: SU
Primary ISIN: FR0000121972 Primary SEDOL: 4834108
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.35 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
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Schneider Electric SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Compensation of Jean Pascal Tricoire,
Chairman and CEO 5
Voter Rationale: We voted for in view of notable improvements but going forward will expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Emmanuel Babeau, Vice-CEO
6
Voter Rationale: We voted for in view of notable improvements. Going forward will expect significant salary increases to be linked to material changes in the business or in the role and responsibilities of executive directors. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman and CEO
7
Voter Rationale: We voted for in view of notable improvements but going forward will expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Vice-CEO 8
Voter Rationale: We voted for in view of notable improvements but going forward will expect incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reelect Greg Spierkel as Director 9
Mgmt Abstain For Elect Carolina Dybeck Happe as Director 10
Voter Rationale: We abstained rather than voting against given the recent appointment and the possibility for external directorships to be reduced. Overall, executive directors at other comianies are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Xuezheng Ma as Director 11
Mgmt Abstain For Elect Lip Bu Tan as Director 12
Voter Rationale: We abstained rather than voting against given the recent appointment and the possibility for external directorships to be reduced. Overall, executive directors at other comianies are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 2.5 Million 13
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 14
Mgmt Extraordinary Business
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Schneider Electric SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million
15
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value
16
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 230 Million
17
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 and 17
18
Mgmt For For Authorize Capital Increase of up to 9.93 Percent
of Issued Capital for Contributions in Kind 19
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 115 Million
20
Mgmt Against For Authorize up to 2 Percent of Issued Capital for
Use in Restricted Stock Plans 21
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
22
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of
International Subsidiaries
23
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
24
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
25
Securitas AB
Meeting Date: 05/06/2019 Country: Sweden
Meeting Type: Annual Ticker: SECU.B
Primary ISIN: SE0000163594 Primary SEDOL: 5554041
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Securitas AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports 8.a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8.b
Mgmt Receive Board's Dividend Proposal 8.c
Mgmt For For Accept Financial Statements and Statutory
Reports 9.a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 4.40 Per Share 9.b
Mgmt For For Approve May 8, 2019, as Record Date for
Dividend Payment 9.c
Mgmt For For Approve Discharge of Board and President 9.d
Mgmt For For Determine Number of Directors (8) and Deputy
Directors (0) of Board 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.2 Million for Chairman, SEK 845,000 for Vice Chairman, and SEK 635,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of
Auditors
11
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls.  Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Reelect Ingrid Bonde, John Brandon, Anders Boos, Fredrik Cappelen, Carl Douglas, Marie Ehrling (Chairman), Sofia Schorling Hogberg and Dick Seger as Directors
12.a
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Shareholder Proposals Submitted by Claus-Christian Gartner
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Securitas AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Elect Claus-Christian Gartner as New Director 12.b
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 13
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
15
Mgmt For For Approve 2019 Incentive Scheme and Related Hedging Measures
16
Mgmt Against For Approve Performance Share Program LTI 2019/2021 for Key Employees and Related Financing
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Mgmt Shareholder Proposals Submitted by
Claus-Christian Gartner
SH Against None Conduct Investigation on Alleged Wrongdoings
in Securitas German Operations 18
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Close Meeting 19
Servizi Italia SpA
Meeting Date: 05/30/2019 Country: Italy
Meeting Type: Annual/Special Ticker: SRI
Primary ISIN: IT0003814537 Primary SEDOL: B1VMLV9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Page 238 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Servizi Italia SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
3
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%. In addition, any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.
Mgmt Extraordinary Business
Mgmt For For Amend Company Bylaws Re: Articles 2, 13, 15 and 20
1
Siegfried Holding AG
Meeting Date: 04/17/2019 Country: Switzerland
Meeting Type: Annual Ticker: SFZN
Primary ISIN: CH0014284498 Primary SEDOL: 7391763
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 2.60 per Share from Capital Contribution Reserves
2
Mgmt For For Approve Discharge of Board of Directors 3
Mgmt For For Approve CHF 107.5 Million Capitalization of
Reserves 4.1
Mgmt For For Approve Increase in Conditional Capital
Reserved for Employee Participation Plan 4.2
Mgmt For For Approve Creation of CHF 5.8 Million Pool of Capital without Preemptive Rights, If Item 4.1 is Approved
4.3
Mgmt For For Approve Maximum Remuneration of Board of
Directors in the Amount of CHF 1.75 Million 5.1
Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 3.2 Million
5.2.1
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 1 Million
5.2.2
Page 239 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Siegfried Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 2 Million
5.2.3
Mgmt For For Reelect Ulla Schmidt as Director 6.1.1
Mgmt For For Reelect Colin Bond as Director 6.1.2
Mgmt For For Reelect Wolfram Carius as Director 6.1.3
Mgmt For For Reelect Andreas Casutt as Director 6.1.4
Mgmt For For Reelect Reto Garzetti as Director 6.1.5
Mgmt For For Reelect Martin Schmid as Director 6.1.6
Mgmt For For Elect Rudolf Hanko as Director 6.2
Mgmt For For Reelect Andreas Casutt as Board Chairman 6.3
Mgmt For For Reappoint Ulla Schmidt as Member of the
Compensation Committee 6.4.1
Mgmt For For Reappoint Reto Garzetti as Member of the
Compensation Committee 6.4.2
Mgmt For For Reappoint Martin Schmid as Member of the
Compensation Committee 6.4.3
Mgmt For For Designate BDO AG as Independent Proxy 7
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Siltronic AG
Meeting Date: 05/07/2019 Country: Germany
Meeting Type: Annual Ticker: WAF
Primary ISIN: DE000WAF3001 Primary SEDOL: BYY5978
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 5.00 per Share 2
Page 240 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Siltronic AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 5
Smurfit Kappa Group Plc
Meeting Date: 05/03/2019 Country: Ireland
Meeting Type: Annual Ticker: SK3
Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR828
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect Anne Anderson as Director 4
Mgmt For For Re-elect Irial Finan as Director 5a
Mgmt For For Re-elect Anthony Smurfit as Director 5b
Mgmt For For Re-elect Ken Bowles as Director 5c
Mgmt For For Re-elect Frits Beurskens as Director 5d
Mgmt Against For Re-elect Christel Bories as Director 5e
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Carol Fairweather as Director 5f
Mgmt For For Re-elect James Lawrence as Director 5g
Mgmt For For Re-elect John Moloney as Director 5h
Mgmt For For Re-elect Roberto Newell as Director 5i
Voter Rationale: We note that females represent less than 30 percent of the Board. However, we note the recent improvement in board balance this year and encourage the company to continue its progress.
Mgmt For For Re-elect Jorgen Rasmussen as Director 5j
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Smurfit Kappa Group Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Gonzalo Restrepo as Director 5k
Mgmt For For Authorise Board to Fix Remuneration of Auditors 6
Mgmt For For Authorise Issue of Equity 7
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights 8
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
9
Mgmt For For Authorise Market Purchase of Shares 10
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice 11
Societa Iniziative Autostradali e Servizi SpA
Meeting Date: 05/15/2019 Country: Italy
Meeting Type: Annual Ticker: SIS
Primary ISIN: IT0003201198 Primary SEDOL: 7307425
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory Reports
1
Mgmt For For Approve Allocation of Income 2
Mgmt Against For Approve Remuneration Policy 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Shareholder Proposal Submitted by ASTM SpA
SH Against None Elect Seven Directors (Bundled) 4
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Sofina SA
Meeting Date: 05/02/2019 Country: Belgium
Meeting Type: Annual Ticker: SOF
Primary ISIN: BE0003717312 Primary SEDOL: 4820301
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Directors' and Auditors' Reports (Non-Voting)
1.1
Mgmt Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)
1.2
Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends
1.3
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Discharge of Directors 3.1
Mgmt For For Approve Discharge of Auditor 3.2
Mgmt For For Reelect Harold Boel as Director 4.1
Mgmt Against For Reelect Robert Peugeot as Director 4.2
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Guy Verhofstadt as Independent Director
4.3
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
5
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Transact Other Business 6
Software AG
Meeting Date: 05/28/2019 Country: Germany
Meeting Type: Annual Ticker: SOW
Primary ISIN: DE000A2GS401 Primary SEDOL: BF06WX9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Software AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.71 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify BDO AG as Auditors for Fiscal 2019 5
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Amend Articles Re: Introduce Age Limit for Management Board and Lowering Age Limit for
Supervisory Board
6
Voter Rationale: Changes in company's by-laws should not result in the erosion of shareholder rights. In addition, any limitation of directors' tenure should be expressed as a number of terms rather than age of individual board members
Sonova Holding AG
Meeting Date: 06/13/2019 Country: Switzerland
Meeting Type: Annual Ticker: SOON
Primary ISIN: CH0012549785 Primary SEDOL: 7156036
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 2.90 per Share 2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Robert Spoerry as Director and Board
Chairman 4.1.1
Mgmt For For Reelect Beat Hess as Director 4.1.2
Mgmt For For Reelect Lynn Bleil as Director 4.1.3
Mgmt For For Reelect Lukas Braunschweiler as Director 4.1.4
Mgmt For For Reelect Michael Jacobi as Director 4.1.5
Mgmt For For Reelect Stacy Seng as Director 4.1.6
Page 244 of 294
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Sonova Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Ronald van der Vis as Director 4.1.7
Mgmt For For Reelect Jinlong Wang as Director 4.1.8
Mgmt For For Reappoint Robert Spoerry as Member of the
Nomination and Compensation Committee 4.2.1
Mgmt For For Reappoint Beat Hess as Member of the
Nomination and Compensation Committee 4.2.2
Mgmt For For Reappoint Stacy Enxing Seng as Member of the
Nomination and Compensation Committee 4.2.3
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.3
Mgmt For For Designate Keller KLG as Independent Proxy 4.4
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 2.9 Million 5.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 15.3 Million 5.2
Mgmt For For Approve CHF 46,637 Reduction in Share Capital
via Cancellation of Registered Shares 6
Mgmt Against For Transact Other Business (Voting) 7
Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Spar Nord Bank A/S
Meeting Date: 04/10/2019 Country: Denmark
Meeting Type: Annual Ticker: SPNO
Primary ISIN: DK0060036564 Primary SEDOL: B14LS01
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt Receive Report of Board 2
Mgmt For For Accept Financial Statements and Statutory
Reports 3
Mgmt For For Approve Allocation of Income and Dividends of
DKK 3.5 Per Share 4
Mgmt For For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board
5
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Spar Nord Bank A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors 6
Mgmt For For Authorize Share Repurchase Program 7
Mgmt For For Reelect Per Nikolaj Bukh as Director 8a
Mgmt For For Reelect Kaj Christiansen as Director 8b
Mgmt For For Reelect John Sorensen as Director 8c
Mgmt For For Ratify Deloitte as Auditors 9
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Creation of DKK 246 Million Pool of Capital without Preemptive Rights
10a
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Amend Articles Re: Bank Committee 10b
Mgmt For For Remove Age Limit for Directors 10c
Mgmt Other Business 11
SpareBank 1 SR-Bank ASA
Meeting Date: 04/24/2019 Country: Norway
Meeting Type: Annual Ticker: SRBANK
Primary ISIN: NO0010631567 Primary SEDOL: B40JTQ3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Approve Notice of Meeting and Agenda 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 4.50 Per Share
4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Company's Corporate Governance
Statement 5
Page 246 of 294
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SpareBank 1 SR-Bank ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Auditors 6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
7
Mgmt Against For Reelect Kate Henriksen as Director 8a
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Jan Skogseth as Director 8b
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Tor Dahle as Director 8c
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Remuneration of Directors in the Amount of NOK 600,000 for Chairman and NOK 275,000 for Other Directors; Approve
Remuneration for Committee Work
9
Mgmt For For Approve Instructions for Nominating Committee 10
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares 11
Mgmt For For Authorize Issuance of Hybrid Bonds, Perpetual Subordinated Loans, and Subordinated Loans with Maturity
12
Mgmt For For Approve Creation of NOK 639.4 Million Pool of
Capital without Preemptive Rights 13
Stalexport Autostrady SA
Meeting Date: 04/03/2019 Country: Poland
Meeting Type: Annual Ticker: STX
Primary ISIN: PLSTLEX00019 Primary SEDOL: 4847872
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Prepare List of Attendance of Shareholders 3
Page 247 of 294
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Stalexport Autostrady SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Acknowledge Proper Convening of Meeting 4
Mgmt For For Resolve Not to Elect Members of Vote Counting
Commission 5
Mgmt For For Approve Agenda of Meeting 6
Mgmt Receive Company's Financial Statements 7
Mgmt Receive Management Board Report on Company's and Group's Operations in Fiscal 2018 and Consolidated Financial Statements
8
Mgmt Receive Supervisory Board Reports 9
Mgmt For For Approve Financial Statements 10
Mgmt For For Approve Consolidated Financial Statements 11
Mgmt For For Approve Management Board Report on
Company's and Group's Operations 12
Mgmt For For Approve Allocation of Income 13
Mgmt For For Approve Dividends of PLN 0.37 per Share 14
Mgmt For For Approve Discharge of Emil Wasacz (CEO) 15.1
Mgmt For For Approve Discharge of Mariusz Serwa (Deputy
CEO) 15.2
Mgmt For For Approve Discharge of Tomasz Dobrowolski
(Supervisory Board Member) 16.1
Mgmt For For Approve Discharge of Flavio Ferrari (Supervisory
Board Member) 16.2
Mgmt For For Approve Discharge of Aleksander Galos
(Supervisory Board Member) 16.3
Mgmt For For Approve Discharge of Roberto Mengucci
(Supervisory Board Member) 16.4
Mgmt For For Approve Discharge of Marco Pace (Supervisory
Board Member) 16.5
Mgmt For For Approve Discharge of Stefano Rossi
(Supervisory Board Member) 16.6
Mgmt For For Approve Discharge of Massimo Sonego
(Supervisory Board Member) 16.7
Mgmt For For Approve Discharge of Tadeusz Wludyka
(Supervisory Board Member) 16.8
Mgmt For For Fix Number of Supervisory Board Members 17
Mgmt Against For Elect Supervisory Board Member 18
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Close Meeting 19
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STRABAG SE
Meeting Date: 06/28/2019 Country: Austria
Meeting Type: Annual Ticker: STR
Primary ISIN: AT000000STR1 Primary SEDOL: B28DT41
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.30 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG Austria GmbH as Auditors for Fiscal 2019
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Stratec SE
Meeting Date: 05/29/2019 Country: Germany
Meeting Type: Annual Ticker: SBS
Primary ISIN: DE000STRA555 Primary SEDOL: BYTK8S2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.82 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2018
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2019
5
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Stratec SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Frank Hiller to the Supervisory Board 6.1
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Rainer Baule to the Supervisory Board 6.2
Mgmt For For Elect Stefanie Remmele to the Supervisory Board
6.3
Surgutneftegas PJSC
Meeting Date: 06/28/2019 Country: Russia
Meeting Type: Annual Ticker: SNGS
Primary ISIN: RU0008926258 Primary SEDOL: B5BHQP1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Approve Annual Report 1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Financial Statements 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of RUB 0.65 per Ordinary Share and RUB 7.62 per Preferred Share
3
Mgmt Approve Remuneration of Directors 4
Mgmt For For Approve Remuneration of Members of Audit
Commission 5
Mgmt Elect Nine Directors by Cumulative Voting
Mgmt Against None Elect Aleksandr Agarev as Director 6.1
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Elect Vladimir Bogdanov as Director 6.2
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Surgutneftegas PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Aleksandr Bulanov as Director 6.3
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Ivan Dinichenko as Director 6.4
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For None Elect Valerii Egorov as Director 6.5
Mgmt Against None Elect Oleg Eremenko as Director 6.6
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Vladimir Erokhin as Director 6.7
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Vladislav Konovalov as Director 6.8
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Viktor Krivosheev as Director 6.9
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Nikolai Matveev as Director 6.10
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For None Elect Georgii Mukhamadeev as Director 6.11
Mgmt Against None Elect Sergei Potekhin as Director 6.12
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Surgutneftegas PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Ildus Usmanov as Director 6.13
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Against None Elect Viktor Chashchin as Director 6.14
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the CEO and independent non-executive directors. In widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
Mgmt Elect Three Members of Audit Commission
Mgmt For For Elect Valentina Musikhina as Member of Audit Commission
7.1
Mgmt For For Elect Tamara Oleynik as Member of Audit Commission
7.2
Mgmt For For Elect Liudmila Prishchepova as Member of Audit Commission
7.3
Mgmt Against For Ratify Auditor 8
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Swedish Match AB
Meeting Date: 04/09/2019 Country: Sweden
Meeting Type: Annual Ticker: SWMA
Primary ISIN: SE0000310336 Primary SEDOL: 5048566
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Auditors Review; Receive President's Report; Receive CEO's Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Page 252 of 294
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Swedish Match AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
SEK 10.50 Per Share 8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Determine Number of Members (7) and Deputy
Members (0) of Board 10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.08 million to Chair, SEK 980,000 to Vice Chair and SEK 830,000 to Other Directors; Approve Remuneration for Committee
Work
11
Mgmt For For Reelect Charles Blixt, Andrew Cripps (Vice Chairman), Jacqueline Hoogerbrugge, Conny Karlsson (Chairman), Pauline Lindwall, Wenche Rolfsen and Joakim Westh as Directors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)
13
Mgmt For For Approve Remuneration of Auditors 14
Mgmt For For Ratify Deloitte as Auditors 15
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve SEK 13.3 Million Reduction in Share Capital via Share Cancellation; Approve SEK
13.3 Million Bonus Issuance
17
Mgmt For For Authorize Share Repurchase Program 18
Mgmt For For Authorize Reissuance of Repurchased Shares 19
Mgmt For For Approve Issuance of Shares up to 10 Per cent of Share Capital without Preemptive Rights
20
Mgmt For For Approve Instructions for Nomination Committee 21
Swedish Orphan Biovitrum AB
Meeting Date: 05/09/2019 Country: Sweden
Meeting Type: Annual Ticker: SOBI
Primary ISIN: SE0000872095 Primary SEDOL: B1CC9H0
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Swedish Orphan Biovitrum AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Mgmt Receive President's Report 8
Mgmt Receive Board and Committee Report 9
Mgmt For For Accept Financial Statements and Statutory
Reports 10
Mgmt For For Approve Allocation of Income and Omission of
Dividends 11
Mgmt For For Approve Discharge of Board and President 12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.5 Million for the Chairman and SEK 490,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
13
Mgmt For For Determine Number of Members (8) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)
14
Mgmt For For Reelect David Allsop as Director 15.a
Mgmt For For Reelect Hakan Bjorklund as Director 15.b
Mgmt For For Reelect Annette Clancy as Director 15.c
Mgmt For For Reelect Matthew Gantz as Director 15.d
Mgmt Against For Reelect Lennart Johansson as Director 15.e
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Helena Saxon as Director 15.f
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Hans Schikan as Director 15.g
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Swedish Orphan Biovitrum AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Elisabeth Svanberg as New Director 15h
Mgmt For For Reelect Hakan Bjorklund as Board Chairman 15.i
Mgmt For For Ratify Ernst & Young as Auditors 15.j
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on
Nominating Committee
17
Mgmt Against For Approve Long Term Incentive Program (Management Program)
18.a1
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Long Term Incentive Program (All Employee Program)
18.a2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Equity Plan Financing 18.b
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt Against For Approve Alternative Equity Plan Financing 18.c
Voter Rationale: A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 18.b, while lowering the majority requirement compared to the primary financing alternative.
Mgmt Against For Issuance of Maximum 33 Million Shares without Preemptive Rights
19
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Approve Transfer of Shares in Connection with Previous Share Programs
20
Mgmt Close Meeting 21
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Swiss Life Holding AG
Meeting Date: 04/30/2019 Country: Switzerland
Meeting Type: Annual Ticker: SLHN
Primary ISIN: CH0014852781 Primary SEDOL: 7437805
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of CHF 14 per Share
2.1
Mgmt For For Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves
2.2
Mgmt For For Approve Discharge of Board of Directors 3
Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 3.2 Million
4.1
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 4.7
Million
4.2
Mgmt For For Approve Maximum Fixed and Long-Term Variable Remuneration of Executive Committee
in the Amount of CHF 13.8 Million
4.3
Mgmt For For Reelect Rolf Doerig as Director and Board Chairman
5.1
Mgmt For For Reelect Adrienne Corboud Fumagalli as Director 5.2
Mgmt For For Reelect Ueli Dietiker as Director 5.3
Mgmt For For Reelect Damir Filipovic as Director 5.4
Mgmt For For Reelect Frank Keuper as Director 5.5
Mgmt For For Reelect Stefan Loacker as Director 5.6
Mgmt For For Reelect Henry Peter as Director 5.7
Mgmt For For Reelect Martin Schmid as Director 5.8
Mgmt For For Reelect Frank Schnewlin as Director 5.9
Mgmt For For Reelect Franziska Sauber as Director 5.10
Mgmt For For Reelect Klaus Tschuetscher as Director 5.11
Mgmt For For Elect Thomas Buess as Director 5.12
Mgmt For For Reappoint Frank Schnewlin as Member of the Compensation Committee
5.13
Mgmt For For Reappoint Franziska Sauber as Member of the Compensation Committee
5.14
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Swiss Life Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint Klaus Tschuetscher as Member of the
Compensation Committee 5.15
Mgmt For For Designate Andreas Zuercher as Independent
Proxy 6
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7
Mgmt For For Approve CHF 3.2 Million Reduction in Share
Capital via Cancellation of Repurchased Shares 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Swisscom AG
Meeting Date: 04/02/2019 Country: Switzerland
Meeting Type: Annual Ticker: SCMN
Primary ISIN: CH0008742519 Primary SEDOL: 5533976
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 22 per Share 2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Roland Abt as Director 4.1
Mgmt For For Reelect Alain Carrupt as Director 4.2
Mgmt For For Reelect Frank Esser as Director 4.3
Mgmt For For Reelect Barbara Frei as Director 4.4
Mgmt For For Elect Sandra Lathion-Zweifel as Director 4.5
Mgmt For For Reelect Anna Mossberg as Director 4.6
Mgmt For For Elect Michael Rechsteiner as Director 4.7
Mgmt For For Reelect Hansueli Loosli as Director 4.8
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Swisscom AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Hansueli Loosli as Board Chairman 4.9
Mgmt For For Reappoint Roland Abt as Member of the
Compensation Committee 5.1
Mgmt For For Reappoint Frank Esser as Member of the
Compensation Committee 5.2
Mgmt For For Reappoint Barbara Frei as Member of the
Compensation Committee 5.3
Mgmt For For Reappoint Hansueli Loosli as Member of the
Compensation Committee 5.4
Mgmt For For Reappoint Renzo Simoni as Member of the
Compensation Committee 5.5
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 2.5 Million 6.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 9.7 Million 6.2
Mgmt For For Designate Reber Rechtsanwaelte KIG as
Independent Proxy 7
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Swissquote Group Holding Ltd.
Meeting Date: 05/10/2019 Country: Switzerland
Meeting Type: Annual Ticker: SQN
Primary ISIN: CH0010675863 Primary SEDOL: B1X3KP7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Report 1.2
Voter Rationale: A vote AGAINST the remuneration report is warranted because: * Stock options granted to executive management have a minimum vesting period of one year. * Members of executive management may receive discretionary grants of full value stock awards that are not subject to performance conditions (no such grants were made during FY18).
Mgmt For For Approve Allocation of Income and Dividends of
CHF 1.00 per Share 2
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Swissquote Group Holding Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Markus Dennler as Director and Elect as
Board Chairman 4.1.1
Mgmt For For Reelect Martin Naville as Director 4.1.2
Mgmt For For Reelect Jean-Christophe Pernollet as Director 4.1.3
Mgmt For For Reelect Beat Oberlin as Director 4.1.4
Mgmt For For Reelect Monica Dell'Anna as Director 4.1.5
Mgmt For For Appoint Beat Oberlin as Member of the
Compensation Committee 4.2.1
Mgmt For For Reappoint Monica Dell'Anna as Member of the
Compensation Committee 4.2.2
Mgmt For For Ratify PricewaterhouseCoopers Ltd as Auditors 4.3
Mgmt For For Designate Juan Gil as Independent Proxy 4.4
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 870,000 5.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 6.4 Million 5.2
Mgmt Against For Transact Other Business (Voting) 6
Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
TAG Immobilien AG
Meeting Date: 05/07/2019 Country: Germany
Meeting Type: Annual Ticker: TEG
Primary ISIN: DE0008303504 Primary SEDOL: 5735631
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.75 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
TAG Immobilien AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. In addition, female directors represent less than 30% of the board.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2019 5
Mgmt For For Approve EUR 750 Million Capitalization of Reserves Followed by a EUR 750 Million Share
Capital Reduction
6
Tamedia AG
Meeting Date: 04/05/2019 Country: Switzerland
Meeting Type: Annual Ticker: TAMN
Primary ISIN: CH0011178255 Primary SEDOL: 4498816
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of
CHF 4.50 per Share 2
Mgmt For For Approve Discharge of Board and Senior
Management 3
Mgmt For For Reelect Pietro Supino as Director and Board
Chairman 4.1.1
Mgmt For For Reelect Marina de Planta as Director 4.1.2
Mgmt For For Reelect Martin Kall as Director 4.1.3
Mgmt For For Reelect Pierre Lamuniere as Director 4.1.4
Mgmt For For Reelect Sverre Munck as Director 4.1.5
Mgmt For For Reelect Konstantin Richter as Director 4.1.6
Mgmt For For Elect Andreas Schulthess as Director 4.1.7
Mgmt Against For Reappoint Pietro Supino as Member of the
Nomination and Compensation Committee 4.2.1
Voter Rationale: Board elections (Items 4.1.1-4.1.7)Votes FOR the proposed nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 4.2.1-4.2.3)Votes AGAINST the non-independent nominees Pietro Supino and Andreas Schulthess are warranted due to the failure to establish a majority independent compensation committee.A vote AGAINST Pietro Supino is further warranted, as he is an executive director and serves on the remuneration committee, which goes against local market standards. A vote FOR the independent compensation committee nominee, Martin Kall, is warranted.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Tamedia AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reappoint Martin Kall as Member of the
Nomination and Compensation Committee 4.2.2
Mgmt Against For Appoint Andreas Schulthess as Member of the
Nomination and Compensation Committee 4.2.3
Voter Rationale: Board elections (Items 4.1.1-4.1.7)Votes FOR the proposed nominees are warranted due to a lack of any outstanding concerns.Compensation Committee Elections (Items 4.2.1-4.2.3)Votes AGAINST the non-independent nominees Pietro Supino and Andreas Schulthess are warranted due to the failure to establish a majority independent compensation committee.A vote AGAINST Pietro Supino is further warranted, as he is an executive director and serves on the remuneration committee, which goes against local market standards. A vote FOR the independent compensation committee nominee, Martin Kall, is warranted.
Mgmt For For Designate Gabriela Wyss as Independent Proxy 4.3.1
Mgmt For For Designate Martin Basler as Substitute Independent Proxy
4.3.2
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.4
Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.4 Million
5.1
Mgmt For For Approve Remuneration of Advisory Board for Media Technology and Innovation in the Amount
of CHF 66,666
5.2
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5 Million
5.3
Mgmt Against For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3.8 Million
5.4
Voter Rationale: Item 5.3A vote FOR this item is warranted because the proposal appears to be in line with market practice and does not raise significant concerns.Item 5.4A vote AGAINST this item is warranted because the company does not provide information on potential payout levels or caps under the profit participation program.
Mgmt Against For Transact Other Business (Voting) 6
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
TechnipFMC plc
Meeting Date: 05/01/2019 Country: United Kingdom
Meeting Type: Annual Ticker: FTI
Primary ISIN: GB00BDSFG982 Primary SEDOL: BDSFG98
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Douglas J. Pferdehirt Mgmt For For
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
TechnipFMC plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Elect Director Arnaud Caudoux 1b
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Pascal Colombani 1c
Mgmt For For Elect Director Marie-Ange Debon 1d
Mgmt Against For Elect Director Eleazar de Carvalho Filho 1e
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Claire S. Farley 1f
Mgmt For For Elect Director Didier Houssin 1g
Mgmt For For Elect Director Peter Mellbye 1h
Mgmt For For Elect Director John O'Leary 1i
Mgmt For For Elect Director Kay G. Priestly 1j
Mgmt For For Elect Director Joseph Rinaldi 1k
Mgmt For For Elect Director James M. Ringler 1l
Mgmt For For Accept Financial Statements and Statutory Reports
2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Approve Directors' Remuneration Report 5
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 6
Mgmt For For Re-appoint PricewaterhouseCoopers LLP as U.K.
Statutory Auditor 7
Mgmt For For Authorize Board to Fix Remuneration of Auditors 8
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Telefonica SA
Meeting Date: 06/06/2019 Country: Spain
Meeting Type: Annual Ticker: TEF
Primary ISIN: ES0178430E18 Primary SEDOL: 5732524
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Approve Consolidated and Standalone Financial Statements
Mgmt For For
Mgmt For For Approve Non-Financial Information Report 1.2
Mgmt For For Approve Discharge of Board 1.3
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve Dividends 3
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
4
Mgmt Against For Advisory Vote on Remuneration Report 5
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Thales SA
Meeting Date: 05/15/2019 Country: France
Meeting Type: Annual/Special Ticker: HO
Primary ISIN: FR0000121329 Primary SEDOL: 4162791
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 1
Mgmt For For Approve Financial Statements and Statutory
Reports 2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.08 per Share 3
Mgmt For For Reelect Armelle de Madre as Director 4
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Thales SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Patrice Caine,
Chairman and CEO 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. -
Mgmt Against For Approve Remuneration Policy of Chairman and CEO
6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
7
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
8
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
9
Mgmt For For Renew Appointment of Mazars as Auditor 10
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
The Navigator Co. SA
Meeting Date: 04/09/2019 Country: Portugal
Meeting Type: Annual Ticker: NVG
Primary ISIN: PTPTI0AM0006 Primary SEDOL: 7018556
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Individual Financial Statements and
Statutory Reports Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income 3
Mgmt For For Approve Discharge of Management and Supervisory Boards
4
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The Navigator Co. SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Corporate Bodies 5
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Appoint KPMG & Associados as Auditor 6
Mgmt Against For Approve Statement on Remuneration Policy 7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.In addition, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.Futhermore, retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Authorize Repurchase and Reissuance of Shares and Bonds
8
The Swatch Group AG
Meeting Date: 05/23/2019 Country: Switzerland
Meeting Type: Annual Ticker: UHR
Primary ISIN: CH0012255151 Primary SEDOL: 7184725
Did Not Vote Due to Ballot Shareblocking
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Discharge of Board and Senior Management
2
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 1.60 per Registered Share and CHF 8.00
per Bearer Share
3
Mgmt Do Not Vote For Approve Fixed Remuneration of Non-Executive Directors in the Amount of CHF 1 Million
4.1.1
Mgmt Do Not Vote For Approve Fixed Remuneration of Executive Directors in the Amount of CHF 2.6 Million
4.1.2
Mgmt Do Not Vote For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.1 Million
4.2
Mgmt Do Not Vote For Approve Variable Remuneration of Executive Directors in the Amount of CHF 8.2 Million
4.3
Mgmt Do Not Vote For Approve Variable Remuneration of Executive Committee in the Amount of CHF 20.8 Million
4.4
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The Swatch Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Reelect Nayla Hayek as Director 5.1
Mgmt Do Not Vote For Reelect Ernst Tanner as Director 5.2
Mgmt Do Not Vote For Reelect Daniela Aeschlimann as Director 5.3
Mgmt Do Not Vote For Reelect Georges Hayek as Director 5.4
Mgmt Do Not Vote For Reelect Claude Nicollier as Director 5.5
Mgmt Do Not Vote For Reelect Jean-Pierre Roth as Director 5.6
Mgmt Do Not Vote For Reelect Nayla Hayek as Board Chairman 5.7
Mgmt Do Not Vote For Reappoint Nayla Hayek as Member of the
Compensation Committee 6.1
Mgmt Do Not Vote For Reappoint Ernst Tanner as Member of the
Compensation Committee 6.2
Mgmt Do Not Vote For Reappoint Daniela Aeschlimann as Member of
the Compensation Committee 6.3
Mgmt Do Not Vote For Reappoint Georges Hayek as Member of the
Compensation Committee 6.4
Mgmt Do Not Vote For Reappoint Claude Nicollier as Member of the
Compensation Committee 6.5
Mgmt Do Not Vote For Reappoint Jean-Pierre Roth as Member of the
Compensation Committee 6.6
Mgmt Do Not Vote For Designate Bernhard Lehmann as Independent
Proxy 7
Mgmt Do Not Vote For Ratify PricewaterhouseCoopers AG as Auditors 8
Mgmt Do Not Vote For Approve EUR 7.5 Million Reduction in Share Capital by Cancellation of Registered and Bearer Shares
9
Mgmt Do Not Vote For Transact Other Business (Voting) 10
Thule Group AB
Meeting Date: 04/26/2019 Country: Sweden
Meeting Type: Annual Ticker: THULE
Primary ISIN: SE0006422390 Primary SEDOL: BSQXJ01
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Thule Group AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Board Report 8
Mgmt Receive Financial Statements and Statutory
Reports 9.a
Mgmt Receive Consolidated Accounts and Group
Auditor's Report 9.b
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
9.c
Mgmt Receive Board's Proposal for Distribution of
Company's Profit 9.d
Mgmt For For Accept Financial Statements and Statutory
Reports 10.a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 7.00 Per Share 10.b
Mgmt For For Approve Discharge of Board and President 10.c
Mgmt For For Determine Number of Members (6) and Deputy
Members (0) of Board 11
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1,075,000 for Chairman and SEK 385,000 for Other Directors; Approve
Remuneration for Committee Work
12
Mgmt For For Reelect Bengt Baron (Chairman), Mattias Ankarberg, Hans Eckerstrom, Liv Forhaug and Helene Mellquist as Directors; Elect Helene
Willberg as New Director
13
Mgmt For For Approve Remuneration of Auditors 14
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 15
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating
CommitteeCommittee
16
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Thule Group AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management 17
Mgmt Close Meeting 18
Total SA
Meeting Date: 05/29/2019 Country: France
Meeting Type: Annual Ticker: FP
Primary ISIN: FR0000120271 Primary SEDOL: B15C557
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.56 per Share
3
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
4
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
5
Mgmt For For Reelect Maria van der Hoeven as Director 6
Mgmt For For Reelect Jean Lemierre as Director 7
Mgmt For For Elect Lise Croteau as Director 8
Mgmt For For Elect Valerie Della Puppa Tibi as Representative of Employee Shareholders to the Board
9
Mgmt Against Against Elect Renata Perycz as Representative of Employee Shareholders to the Board
A
Mgmt Against Against Elect Oliver Wernecke as Representative of Employee Shareholders to the Board
B
Mgmt For For Approve Compensation of Chairman and CEO 10
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Total SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy of Chairman and
CEO 11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Turkiye Vakiflar Bankasi TAO
Meeting Date: 05/27/2019 Country: Turkey
Meeting Type: Annual Ticker: VAKBN
Primary ISIN: TREVKFB00019 Primary SEDOL: B0N6YC4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Open Meeting and Elect Presiding Council of
Meeting 1
Mgmt For For Accept Statutory Reports 2
Mgmt For For Accept Audit Report 3
Mgmt For For Accept Financial Statements 4
Mgmt For For Approve Discharge of Board 5
Mgmt Against For Amend Article 6 Re: Capital Related 6
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Approve Allocation of Income 7
Mgmt Against For Elect Directors 8
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.Furthermore, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Appoint Internal Statutory Auditors 9
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Remuneration of Directors and Internal Auditors
10
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
11
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Turkiye Vakiflar Bankasi TAO Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Ratify External Auditors 12
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Receive Information on Donations Made in 2018 13
Mgmt Wishes 14
UBS Group AG
Meeting Date: 05/02/2019 Country: Switzerland
Meeting Type: Annual Ticker: UBSG
Primary ISIN: CH0244767585 Primary SEDOL: BRJL176
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report (Non-Binding) 2
Mgmt For For Approve Allocation of Income 3.1
Mgmt For For Approve Dividends of CHF 0.70 per Share from Capital Contribution Reserves
3.2
Mgmt Against For Approve Discharge of Board and Senior Management
4
Voter Rationale: A vote AGAINST the formal discharge of the board of directors and senior management is warranted on a precautionary basis, as the company was recently found guilty of illegal solicitation and laundering the proceeds of tax evasion by a French court.Some shareholders may nevertheless wish to support this resolution because the verdict is being appealed, meaning, it will be retried in its entirety.
Mgmt For For Reelect Axel Weber as Director and Board Chairman
5.1
Mgmt For For Reelect David Sidwell as Director 5.2
Mgmt For For Reelect Jeremy Anderson as Director 5.3
Mgmt For For Reelect Reto Francioni as Director 5.4
Mgmt For For Reelect Fred Hu as Director 5.5
Mgmt For For Reelect Julie Richardson as Director 5.6
Mgmt For For Reelect Isabelle Romy as Director 5.7
Mgmt For For Reelect Robert Scully as Director 5.8
Mgmt For For Reelect Beatrice Weder di Mauro as Director 5.9
Mgmt For For Reelect Dieter Wemmer as Director 5.10
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
UBS Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect William Dudley as Director 6.1
Mgmt For For Elect Jeanette Wong as Director 6.2
Mgmt For For Reappoint Julie Richardson as Member of the
Compensation Committee 7.1
Mgmt For For Reappoint Dieter Wemmer as Member of the
Compensation Committee 7.2
Mgmt For For Appoint Reto Francioni as Member of the
Compensation Committee 7.3
Mgmt For For Appoint Fred Hu as Member of the
Compensation Committee 7.4
Mgmt For For Approve Maximum Remuneration of Directors in
the Amount of CHF 14.5 Million 8.1
Mgmt For For Approve Variable Remuneration of Executive
Committee in the Amount of CHF 73.3 Million 8.2
Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 33 Million
8.3
Mgmt For For Designate ADB Altorfer Duss & Beilstein AG as
Independent Proxy 9
Mgmt For For Ratify Ernst & Young AG as Auditors 10
Mgmt Against For Transact Other Business (Voting) 11
Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
UCB SA
Meeting Date: 04/25/2019 Country: Belgium
Meeting Type: Annual/Special Ticker: UCB
Primary ISIN: BE0003739530 Primary SEDOL: 5596991
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual/Special Meeting Mgmt
Mgmt Ordinary Part
Mgmt Receive Directors' Reports (Non-Voting) 1
Mgmt Receive Auditors' Reports (Non-Voting) 2
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UCB SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting) 3
Mgmt For For Approve Financial Statements, Allocation of
Income, and Dividends of EUR 1.21 per Share 4
Mgmt Against For Approve Remuneration Report 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time
Mgmt For For Approve Discharge of Directors 6
Mgmt For For Approve Discharge of Auditor 7
Mgmt For For Reelect Evelyn du Monceau as Director 8.1
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Reelect Cyril Janssen as Director 8.2
Mgmt For For Reelect Alice Dautry as Director 8.3A
Mgmt For For Indicate Alice Dautry as Independent Board Member
8.3B
Mgmt For For Elect Jan Berger as Director 8.4A
Mgmt For For Indicate Jan Berger as Independent Board Member
8.4B
Mgmt For For Approve Remuneration of Directors 9
Mgmt Special Part
Mgmt Against For Approve Long Term Incentive Plan 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time
Mgmt For For Approve Change-of-Control Clause Re: Renewal of EMTN Program
11.1
Mgmt Against For Approve Change-of-Control Clause Re: LTI Plans of the UCB Group
11.2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
UniCredit SpA
Meeting Date: 04/11/2019 Country: Italy
Meeting Type: Annual/Special Ticker: UCG
Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7
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UniCredit SpA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory
Reports; Elimination of Negative Reserves 1
Mgmt For For Approve Allocation of Income 2
Mgmt Appoint Internal Statutory Auditors (Slate
Election) - Choose One of the Following Slates
SH For None Slate 1 Submitted by Allianz 3.1
Voter Rationale: Shareholders can support only one slate. All proposed candidates under both slates possess the professional experience to fulfill their role of statutory auditors. Supporting this slate would ensure that all statutory auditors are elected through the slate election mechanism, with no uncertainty on the vote outcome.
SH Do Not Vote None Slate 2 Submitted by Institutional Investors
(Assogestioni) 3.2
Mgmt Shareholder Proposal Submitted by Allianz
SH For None Approve Internal Auditors' Remuneration 4
Mgmt Management Proposals
Mgmt For For Elect Elena Carletti as Director 5
Mgmt For For Approve 2019 Group Incentive System 6
Mgmt For For Approve Remuneration Policy 7
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Against For Approve Severance Payments Policy 8
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
9
Mgmt Extraordinary Business
Mgmt For For Authorize Board to Increase Capital to Service 2018 Group Incentive System
1
Mgmt For For Authorize Board to Increase Capital to Service 2019 Group Incentive System
2
Mgmt For For Amend Articles of Association Re: Article 6 3
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Unilever NV
Meeting Date: 05/01/2019 Country: Netherlands
Meeting Type: Annual Ticker: UNA
Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Discussion of the Annual Report and Accounts for the 2018 Financial Year
1
Mgmt For For Approve Financial Statements and Allocation of Income
2
Mgmt Against For Approve Remuneration Report 3
Mgmt For For Approve Discharge of Executive Board Members 4
Mgmt For For Approve Discharge of Non-Executive Board Members
5
Mgmt For For Reelect N S Andersen as Non-Executive Director 6
Mgmt For For Reelect L M Cha as Non-Executive Director 7
Mgmt For For Reelect V Colao as Non-Executive Director 8
Mgmt For For Reelect M Dekkers as Non-Executive Director 9
Mgmt For For Reelect J Hartmann as Non-Executive Director 10
Mgmt For For Reelect A Jung as Non-Executive Director 11
Mgmt For For Reelect M Ma as Non-Executive Director 12
Mgmt For For Reelect S Masiyiwa as Non-Executive Director 13
Mgmt For For Reelect Y Moon as Non-Executive Director 14
Mgmt For For Reelect G Pitkethly as Executive Director 15
Mgmt For For Reelect J Rishton as Non-Executive Director 16
Mgmt For For Reelect F Sijbesma as Non-Executive Director 17
Mgmt For For Elect A Jope as Executive Director 18
Mgmt For For Elect S Kilsby as Non-Executive Director 19
Mgmt For For Ratify KPMG as Auditors 20
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital and Depositary Receipts
21
Mgmt For For Approve Reduction in Share Capital through Cancellation of Ordinary Shares andDepositary
Receipts Thereof
22
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Unilever NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Grant Board Authority to Issue Shares 23
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances for General Corporate Purposes
24
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances for Acquisition Purposes 25
Unilever NV
Meeting Date: 06/26/2019 Country: Netherlands
Meeting Type: Special Ticker: UNA
Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for Holders of Depositary Receipts Mgmt
Mgmt Open Meeting 1
Mgmt For For Abolish Depositary Receipt Structure 2
Mgmt Allow Questions 3
Mgmt Close Meeting 4
Unipol Gruppo SpA
Meeting Date: 04/18/2019 Country: Italy
Meeting Type: Annual/Special Ticker: UNI
Primary ISIN: IT0004810054 Primary SEDOL: B7SF135
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt Management Proposal
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income 1
Mgmt Shareholder Proposal Submitted by the
Syndicate Pact
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Unipol Gruppo SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Fix Number of Directors 2.1
Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.
Mgmt Appoint Directors (Slate Election) - Choose One
of the Following Slates
SH Do Not Vote None Slate 1 Submitted by the Syndicate Pact 2.2.1
Voter Rationale: DO NOT VOTE this slate because:- Shareholders can support only one slate.- Slate number 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.- The profiles and details of candidates submitted by Slate 2 have been provided also in English which facilitates scrutiny by global investors.
SH For None Slate 2 Submitted by Institutional Investors
(Assogestioni) 2.2.2
Voter Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- Details on the candidates on this slate have been disclosed in English, which favors scrutiny from global investors.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.
Mgmt Management Proposals
Mgmt Against For Approve Remuneration of Directors 2.3
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates
SH Against None Slate 1 Submitted by the Syndicate Pact 3.1.1
Voter Rationale: This item warrants a vote AGAINST because:- Shareholders can support only one slate.- Slate 2 is likely to better represent the interests of global institutional investors and minority shareholders.- The profiles and details of candidates submitted by Slate 2 have been provided also in English which facilitates scrutiny by global investors.
SH For None Slate 2 Submitted by Institutional Investors (Assogestioni)
3.1.2
Voter Rationale: This item warrants a vote FOR because:- This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior.- The profiles and details of candidates submitted under this item have been provided also in English which facilitates scrutiny by global investors.- Candidates on this slate have agreed to abide by the chart of corporate governance principles adopted by Assogestioni.
Mgmt For For Approve Internal Auditors' Remuneration 3.2
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt Against For Approve Remuneration Policy 5
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Unipol Gruppo SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Performance Share Plan 6
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
7
Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company. In addition, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Extraordinary Business
Mgmt For For Amend Articles of Association Re: 8, 10, 13, 14, and 17
1
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
United Internet AG
Meeting Date: 05/23/2019 Country: Germany
Meeting Type: Annual Ticker: UTDI
Primary ISIN: DE0005089031 Primary SEDOL: 4354134
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2019
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
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UPM-Kymmene Oyj
Meeting Date: 04/04/2019 Country: Finland
Meeting Type: Annual Ticker: UPM
Primary ISIN: FI0009005987 Primary SEDOL: 5051252
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory Reports
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.30 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Remuneration of Directors in the Amount of EUR 190,000 for Chairman, EUR 135,000 for Deputy Chairman and EUR 110,000 for Other Directors; Approve Compensation for Committee
Work
10
Mgmt For For Fix Number of Directors at Ten 11
Mgmt For For Reelect Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Marjan Oudeman, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Bjorn Wahlroos
as Directors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration of Auditors 13
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Issuance of up to 25 Million Shares
without Preemptive Rights 15
Mgmt For For Authorize Share Repurchase Program 16
Mgmt For For Authorize Charitable Donations 17
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UPM-Kymmene Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Close Meeting 18
Vetropack Holding AG
Meeting Date: 04/24/2019 Country: Switzerland
Meeting Type: Annual Ticker: VET
Primary ISIN: CH0006227612 Primary SEDOL: 5166060
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Discharge of Board and Senior
Management 2
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 50.00 per Bearer Share and CHF 10.00 per Registered Share
3
Mgmt Do Not Vote For Approve Remuneration Report 4.1
Mgmt Do Not Vote For Approve Remuneration of Directors in the
Amount of CHF 910,000 4.2
Mgmt Do Not Vote For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 4.7 Million for Fiscal 2019
4.3
Mgmt Do Not Vote For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 4.8 Million for Fiscal 2020
4.4
Mgmt Do Not Vote For Reelect Soenke Bandixen as Director 5.1.1
Mgmt Do Not Vote For Reelect Claude Cornaz as Director and Board
Chairman 5.1.2
Mgmt Do Not Vote For Reelect Pascal Cornaz as Director 5.1.3
Mgmt Do Not Vote For Reelect Rudolf Fischer as Director 5.1.4
Mgmt Do Not Vote For Reelect Richard Fritschi as Director 5.1.5
Mgmt Do Not Vote For Reelect Urs Kaufmann as Director 5.1.6
Mgmt Do Not Vote For Reelect Jean-Philippe Rochat as Director 5.1.7
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vetropack Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Reappoint Claude Cornaz as Member of the
Compensation Committee 5.2.1
Mgmt Do Not Vote For Reappoint Rudolf Fischer as Member of the
Compensation Committee 5.2.2
Mgmt Do Not Vote For Reappoint Richard Fritschi as Member of the
Compensation Committee 5.2.3
Mgmt Do Not Vote For Designate Proxy Voting Services GmbH as
Independent Proxy 5.3
Mgmt Do Not Vote For Ratify Ernst & Young AG as Auditors 5.4
Mgmt Do Not Vote For Transact Other Business (Voting) 6
Vifor Pharma AG
Meeting Date: 05/08/2019 Country: Switzerland
Meeting Type: Annual Ticker: VIFN
Primary ISIN: CH0364749348 Primary SEDOL: BZ12TW4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Discharge of Board and Senior Management
2
Mgmt For For Approve Allocation of Income and Dividends of CHF 2.00 per Share
3
Mgmt For For Approve Remuneration Report 4
Mgmt For For Approve Remuneration of Directors in the Amount of CHF 6.5 Million
5.1
Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 17 Million
5.2
Mgmt For For Reelect Etienne Jornod as Director and Board Chairman
6.1.1
Mgmt For For Reelect Michel Burnier as Director 6.1.2
Mgmt For For Reelect Romeo Cerutti as Director 6.1.3
Mgmt For For Reelect Jacques Theurillat as Director 6.1.4
Mgmt For For Reelect Gianni Zampieri as Director 6.1.5
Mgmt For For Elect Sue Mahony as Director 6.1.6
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vifor Pharma AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Kim Stratton as Director 6.1.7
Mgmt For For Reappoint Michel Burnier as Member of the
Compensation Committee 6.2.1
Mgmt For For Appoint Romeo Cerutti as Member of the
Compensation Committee 6.2.2
Mgmt For For Appoint Sue Mahony as Member of the
Compensation Committee 6.2.3
Mgmt For For Designate Walder Wyss AG as Independent
Proxy 6.3
Mgmt For For Ratify Ernst & Young AG as Auditors 6.4
Mgmt Against For Transact Other Business (Voting) 7
Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Virbac SA
Meeting Date: 06/18/2019 Country: France
Meeting Type: Annual/Special Ticker: VIRP
Primary ISIN: FR0000031577 Primary SEDOL: 7399369
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Discharge
Management Board Members 1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt For For Approve Allocation of Income and Absence of
Dividends 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
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Virbac SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Marie-Helene Dick-Madelpuech as
Supervisory Board Member 5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Reelect Philippe Capron as Supervisory Board Member
6
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt For For Ratify Appointment of OJB Conseil as Supervisory Board Member
7
Mgmt Against For Renew Appointment of Xavier Yon Consulting Unipessoal Lda as Censor
8
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt For For Approve Additional Pension Scheme Agreement with Christian Karst
9
Mgmt For For Approve Additional Pension Scheme Agreement with Jean-Pierre Dick
10
Mgmt For For Approve Compensation of Marie-Helene Dick-Madelpuech, Chairman of the Supervisory Board
11
Mgmt Against For Approve Compensation of Sebastien Huron, Chairman of Management Board
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt Against For Approve Compensation of Management Board
Members 13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Lastly, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Mgmt For For Approve Remuneration Policy of Supervisory
Board Members 14
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Virbac SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of Management
Board Members 15
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Lastly, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval
Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR
157,000
16
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
17
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
18
Mgmt For For Authorize Filing of Required Documents/Other Formalities
19
Mgmt Shareholder Proposals Submitted by Investec
SH Against For Elect Cyrille Petit as Supervisory Board Member 20
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Viscofan SA
Meeting Date: 04/11/2019 Country: Spain
Meeting Type: Annual/Special Ticker: VIS
Primary ISIN: ES0184262212 Primary SEDOL: 5638280
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Consolidated and Standalone Financial
Statements Mgmt For For
Mgmt For For Approve Consolidated and Standalone Management Reports, and Non-Financial Information Report
2
Mgmt For For Approve Discharge of Board 3
Mgmt For For Approve Allocation of Income and Dividends 4
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Viscofan SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Jose Domingo de Ampuero y Osma as
Director 5
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Juan March de la Lastra as Director 6
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
7
Mgmt For For Advisory Vote on Remuneration Report 8
Voter Rationale: We voted for given notable improvements in disclosure but in future will expect to see clearly disclosed targets attached to incentive plans in order to allow assessment whether they reward strong performance and drive shareholder value over a sufficiently long period of time.
Vivendi SA
Meeting Date: 04/15/2019 Country: France
Meeting Type: Annual/Special Ticker: VIV
Primary ISIN: FR0000127771 Primary SEDOL: 4834777
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports 1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports 2
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
3
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.50 per Share 4
Mgmt For For Approve Compensation of Vincent Bollore, Chairman of the Supervisory Board Until April 19, 2018
5
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Vivendi SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Yannick Bollore, Chairman of the Supervisory Board Since April 19, 2018
6
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Compensation of Arnaud de Puyfontaine, Chairman of the Management
Board
7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Gilles Alix, Management Board Member
8
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Cedric de Bailliencourt, Management Board Member
9
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Frederic Crepin,
Management Board Member 10
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Simon Gillham,
Management Board Member 11
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Herve Philippe,
Management Board Member 12
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vivendi SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Compensation of Stephane Roussel,
Management Board Member 13
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy for Supervisory Board Members and Chairman
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy for Chairman of the Management Board
15
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy for Management Board Members
16
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Mgmt For For Approve Conditional Agreement with Arnaud de Puyfontaine, Chairman of the Management Board
17
Mgmt For For Approve Additional Pension Scheme Agreement with Arnaud de Puyfontaine, Chairman of the Management Board
18
Mgmt For For Approve Additional Pension Scheme Agreement
with Gilles Alix, Management Board Member 19
Mgmt For For Approve Additional Pension Scheme Agreement with Cedric de Bailliencourt, Management Board Member
20
Mgmt For For Approve Additional Pension Scheme Agreement with Frederic Crepin, Management Board Member
21
Mgmt For For Approve Additional Pension Scheme Agreement with Simon Gillham, Management Board Member
22
Mgmt For For Approve Additional Pension Scheme Agreement with Herve Philippe, Management Board Member
23
Mgmt For For Approve Additional Pension Scheme Agreement with Stephane Roussel, Management Board Member
24
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vivendi SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Cyrille Bollore as Supervisory Board
Member 25
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Reelect Dominique Delport as Supervisory Board Member
26
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
27
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
28
Mgmt Against For Authorize Specific Buyback Program and Cancellation of Repurchased Share
29
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million
30
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 375 Million for Bonus Issue or Increase in Par Value
31
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
32
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for Employees of International Subsidiaries
33
Mgmt For For Approve Change of Corporate Form to Societe Europeenne (SE)
34
Mgmt For For Change Company Name to Vivendi SE and Amend Bylaws Accordingly
35
Mgmt For For Authorize Filing of Required Documents/Other Formalities
36
Vontobel Holding AG
Meeting Date: 04/02/2019 Country: Switzerland
Meeting Type: Annual Ticker: VONN
Primary ISIN: CH0012335540 Primary SEDOL: 7123104
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vontobel Holding AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Discharge of Board and Senior
Management 2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 2.10 per Share 3
Mgmt For For Reelect Herbert Scheidt as Director and Board
Chairman 4.1
Mgmt For For Reelect Bruno Basler as Director and Member of
the Nomination and Compensation Committee 4.2
Mgmt For For Reelect Maja Baumann as Director 4.3
Mgmt For For Reelect Elisabeth Bourqui as Director and as a New Member of the Nomination and Compensation Committee
4.4
Mgmt For For Reelect David Cole as Director 4.5
Mgmt For For Reelect Stefan Loacker as Director 4.6
Mgmt For For Reelect Frank Schnewlin as Director 4.7
Mgmt For For Reelect Clara Streit as Director and Member of
the Nomination and Compensation Committee 4.8
Mgmt For For Reelect Bjoern Wettergren as Director and Member of the Nomination and Compensation Committee
4.9
Mgmt For For Designate VISCHER AG as Independent Proxy 5
Mgmt For For Ratify Ernst & Young AG as Auditors 6
Mgmt Against For Approve Remuneration Report (Non-Binding) 7.1
Voter Rationale: A vote AGAINST the remuneration report is warranted because: - The company does not currently cap its variable compensation opportunities for members of executive management. Although a cap on the LTI will be introduced for FY19, it appears that the STI will remain uncapped. - The final determination of executive bonus levels is highly discretionary.
Mgmt For For Approve Maximum Fixed Remuneration of Board
of Directors in the Amount of CHF 4.9 Million 7.2
Mgmt Against For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 6.1 Million for the Period July 1, 2019 - June 30, 2020
7.3
Voter Rationale: Fixed compensation (Item 7.3)A vote AGAINST this item is warranted because the proposal represents a substantial increase in fixed compensation and the rationale provided is not deemed to be compelling.Variable compensation (ex-post) (Item 7.4)A vote FOR this item is warranted because the proposed amount appears to broadly reflect the development in the company's performance during the year under review.Performance shares (Item 7.5)A vote AGAINST this item is warranted due to a lack of disclosure regarding the amount requested.Additional performance shares (Item 7.7)A vote AGAINST this item is warranted because the board has not provided a compelling rationale for the granting of this additional compensation to executive management.
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Vontobel Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 11.6 Million for Fiscal 2018
7.4
Mgmt Against For Approve Maximum Value of Performance Share Awards to Executive Committee in the Amount of CHF 9.4 Million
7.5
Voter Rationale: Fixed compensation (Item 7.3)A vote AGAINST this item is warranted because the proposal represents a substantial increase in fixed compensation and the rationale provided is not deemed to be compelling.Variable compensation (ex-post) (Item 7.4)A vote FOR this item is warranted because the proposed amount appears to broadly reflect the development in the company's performance during the year under review.Performance shares (Item 7.5)A vote AGAINST this item is warranted due to a lack of disclosure regarding the amount requested.Additional performance shares (Item 7.7)A vote AGAINST this item is warranted because the board has not provided a compelling rationale for the granting of this additional compensation to executive management.
Mgmt Against For Approve Additional Amount of Performance Share Awards to the Board Chairman in the
Amount of CHF 169,797
7.6
Voter Rationale: Fixed compensation (Item 7.2) A vote FOR this resolution is warranted because the company has provided a compelling rationale for the proposed increase, which is not considered to be excessive. Additional performance shares for the board chairman (Item 7.6) A vote AGAINST this item is warranted because: - The chairman of the board, whom the company considers to be non-executive, would receive performance-based equity compensation. - The company has not provided a compelling rationale for the increase in performance shares granted to the board chairman.
Mgmt Against For Approve Additional Amount of Performance Share Awards to the Executive Committee in the
Amount of CHF 3 Million
7.7
Voter Rationale: Fixed compensation (Item 7.3)A vote AGAINST this item is warranted because the proposal represents a substantial increase in fixed compensation and the rationale provided is not deemed to be compelling.Variable compensation (ex-post) (Item 7.4)A vote FOR this item is warranted because the proposed amount appears to broadly reflect the development in the company's performance during the year under review.Performance shares (Item 7.5)A vote AGAINST this item is warranted due to a lack of disclosure regarding the amount requested.Additional performance shares (Item 7.7)A vote AGAINST this item is warranted because the board has not provided a compelling rationale for the granting of this additional compensation to executive management.
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
VZ Holding AG
Meeting Date: 04/09/2019 Country: Switzerland
Meeting Type: Annual Ticker: VZN
Primary ISIN: CH0028200837 Primary SEDOL: B1TSL19
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
VZ Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board and Senior
Management 2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 4.90 per Share 3
Mgmt For For Reelect Fred Kindle as Director and Board
Chairman 4.1.1
Mgmt Against For Reelect Roland Iff as Director 4.1.2
Voter Rationale: Board elections (Items 4.1.1-4.1.5)Votes AGAINST the non-independent nominees, Roland Iff and Albrecht Langhart to the board are warranted because of the failure to establish a majority-independent audit committee. A vote AGAINST Roland Iff is further warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR Manfred Kindle, Olivier de Perregaux and Roland Ledergerber are warranted due to a lack of concern. Committee elections (Items 4.2.1-4.2.2)Votes FOR the proposed nominees are warranted due to a lack of concern.
Mgmt Against For Reelect Albrecht Langhart as Director 4.1.3
Voter Rationale: Board elections (Items 4.1.1-4.1.5)Votes AGAINST the non-independent nominees, Roland Iff and Albrecht Langhart to the board are warranted because of the failure to establish a majority-independent audit committee. A vote AGAINST Roland Iff is further warranted because he is non-independent and is currently the chair of the audit committee.Votes FOR Manfred Kindle, Olivier de Perregaux and Roland Ledergerber are warranted due to a lack of concern. Committee elections (Items 4.2.1-4.2.2)Votes FOR the proposed nominees are warranted due to a lack of concern.
Mgmt For For Reelect Roland Ledergerber as Director 4.1.4
Mgmt For For Reelect Olivier de Perregaux as Director 4.1.5
Mgmt For For Reappoint Fred Kindle as Member of the Compensation Committee
4.2.1
Mgmt For For Reappoint Roland Ledergerber as Member of the Compensation Committee
4.2.2
Mgmt For For Designate Keller KLG as Independent Proxy 5
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 6
Mgmt For For Approve Remuneration of Directors in the Amount of CHF 403,000
7.1
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 4.2 Million
7.2
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 1.8 Million
7.3
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
WashTec AG
Meeting Date: 04/29/2019 Country: Germany
Meeting Type: Annual Ticker: WSU
Primary ISIN: DE0007507501 Primary SEDOL: 5355437
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WashTec AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2018 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.45 per Share 2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2018 3
Mgmt Against For Approve Discharge of Supervisory Board for
Fiscal 2018 4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2019 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased
Shares
6
Mgmt For For Approve Creation of EUR 8 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
7
Wolters Kluwer NV
Meeting Date: 04/18/2019 Country: Netherlands
Meeting Type: Annual Ticker: WKL
Primary ISIN: NL0000395903 Primary SEDOL: 5671519
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2.a
Mgmt Receive Report of Supervisory Board (Non-Voting)
2.b
Mgmt Discuss Remuneration Policy 2.c
Mgmt For For Adopt Financial Statements 3.a
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Wolters Kluwer NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy 3.b
Mgmt For For Approve Dividends of EUR 0.98 Per Share 3.c
Mgmt For For Approve Discharge of Management Board 4.a
Mgmt For For Approve Discharge of Supervisory Board 4.b
Mgmt For For Elect Bertrand Bodson to Supervisory Board 5.a
Mgmt For For Elect Chris Vogelzang to Supervisory Board 5.b
Mgmt For For Grant Board Authority to Issue Shares up to 10
Percent of Issued Capital 6.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances 6.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital 7
Mgmt For For Approve Cancellation of Repurchased Shares 8
Mgmt Other Business (Non-Voting) 9
Mgmt Close Meeting 10
WPP Plc
Meeting Date: 06/12/2019 Country: Jersey
Meeting Type: Annual Ticker: WPP
Primary ISIN: JE00B8KF9B49 Primary SEDOL: B8KF9B4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Elect Mark Read as Director 4
Mgmt For For Elect Cindy Rose as Director 5
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Given her extremely useful business experience and lack of significant committee responsibilities across her roles we are inclined to support her election on this occasion.
Mgmt For For Re-elect Roberto Quarta as Director 6
Mgmt For For Re-elect Dr Jacques Aigrain as Director 7
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WPP Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Tarek Farahat as Director 8
Mgmt For For Re-elect Sir John Hood as Director 9
Mgmt Against For Re-elect Daniela Riccardi as Director 10
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Paul Richardson as Director 11
Mgmt For For Re-elect Nicole Seligman as Director 12
Mgmt For For Re-elect Sally Susman as Director 13
Mgmt For For Re-elect Solomon Trujillo as Director 14
Mgmt For For Reappoint Deloitte LLP as Auditors 15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise Issue of Equity 17
Mgmt For For Authorise Market Purchase of Ordinary Shares 18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Zealand Pharma A/S
Meeting Date: 04/04/2019 Country: Denmark
Meeting Type: Annual Ticker: ZEAL
Primary ISIN: DK0060257814 Primary SEDOL: B0SDJB4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Report of Board Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports 2
Mgmt For For Approve Allocation of Income and Omission of
Dividends 3
Mgmt For For Reelect Alain Munoz as Director 4a
Mgmt For For Reelect Martin Nicklasson as Director 4b
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Zealand Pharma A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Michael Owen as Director 4c
Mgmt For For Reelect Kirsten Aarup Drejer as Director 4d
Mgmt For For Elect Bernadette Connaughton as New Director 4e
Mgmt For For Elect Jeffrey Berkowitz as New Director 4f
Mgmt For For Elect Leonard Kruimer as New Director 4g
Mgmt For For Ratify Deloitte as Auditors 5
Mgmt For For Authorize Share Repurchase Program 6
Mgmt For For Amend Articles Re: Election of Vice Chairman; Vice-Chairman's Casting Vote in the Absence of the Chairman
7
Mgmt Against For Approve Update of the Company's Overall Guidelines for Incentive Pay to the Executive Management
8
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and
Board
9
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration of Directors 10
Voter Rationale: The proposed increase to the director fees of the regular directors can be considered excessive in relation to comparable domestic peers in light of the absence of a clear rationale.
Mgmt Other Business 11
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The information, opinions estimates or forecasts contained in this document were obtained from sources
reasonably believed to be reliable and are subject to change at any time. The report reflects voting
instructions given, not votes cast and the information has been provided by an external supplier. BMO
Global Asset Management may from time to time deal in investments that may be mentioned herein on
behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset
Management is a trading name of F&C Management Limited, which is authorised and regulated by the
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