Voting November 2017
Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Amcor Limited
Meeting Date: 11/01/2017 Country: Australia
Meeting Type: Annual Ticker: AMC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Paul Brasher as Director 2a
For For Elect Eva Cheng as Director 2b
For For Elect Tom Long as Director 2c
For For Approve the Grant of Options and Performance Shares to Ron Delia
3
For For Approve the Potential Termination Benefits 4
For For Approve the Remuneration Report 5
Bingo Industries Limited
Meeting Date: 11/01/2017 Country: Australia
Meeting Type: Annual Ticker: BIN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Daniel Girgis as Director For For
For For Appoint Deloitte Touche Tohmatsu as Auditor of
the Company
2
For For Approve Remuneration Report 3
Fortress Income Fund Ltd
Meeting Date: 11/01/2017 Country: South Africa
Meeting Type: Annual Ticker: FFA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Vuso Majija as Director For For
For For Elect Bongiwe Njobe as Director 1.2
For For Re-elect Jeff Zidel as Director 2.1
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Fortress Income Fund Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Tshiamo Matlapeng-Vilakazi as Director 2.2
For For Re-elect Jan Potgieter as Director 2.3
For For Re-elect Djurk Venter as Member of the Audit
Committee
3.1
For For Re-elect Jan Potgieter as Member of the Audit
Committee
3.2
For For Re-elect Kura Chihota as Member of the Audit
Committee
3.3
For For Reappoint Deloitte & Touche as Auditors of the Company with Bester Greyling as the Designated Audit Partner
4
For For Authorise Board to Fix Remuneration of the
Auditors
5
For For Authorise Board to Issue Shares for Cash 6
For For Authorise Issue of Shares for Cash for Black
Economic Empowerment Purposes
7
For For Approve Incentive Plan 8
For For Approve Remuneration Policy 9
For For Approve Financial Assistance in Terms of
Section 45 of the Companies Act
1
Against For Authorise Repurchase of Issued Share Capital 2
Voter Rationale: Request for more than 10% of issued share capital
For For Approve Financial Assistance for the Purchase of
Subscription for its Shares to a BEE Entity
3
For For Approve Financial Assistance in Terms of
Section 44 of the Companies Act
4
For For Approve Non-executive Directors' Remuneration 5
For For Approve Change of Company Name to Fortress
REIT Limited
6
For For Authorise Ratification of Approved Resolutions 10
KLA-Tencor Corporation
Meeting Date: 11/01/2017 Country: USA
Meeting Type: Annual Ticker: KLAC
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
KLA-Tencor Corporation
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Edward W. Barnholt For For
For For Elect Director Robert M. Calderoni 1.2
For For Elect Director John T. Dickson 1.3
For For Elect Director Emiko Higashi 1.4
For For Elect Director Kevin J. Kennedy 1.5
For For Elect Director Gary B. Moore 1.6
For For Elect Director Kiran M. Patel 1.7
For For Elect Director Robert A. Rango 1.8
For For Elect Director Richard P. Wallace 1.9
For For Elect Director David C. Wang 1.10
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: The minimum vesting period is less than three years
One Year One Year Advisory Vote on Say on Pay Frequency 4
Link Administration Holdings Ltd
Meeting Date: 11/01/2017 Country: Australia
Meeting Type: Annual Ticker: LNK
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Peeyush Gupta as Director For For
For For Elect Sally Pitkin as Director 2
For For Approve the Remuneration Report 3
For For Approve the Link Group Omnibus Equity Plan 4
For For Approve the Grant of Performance Share Rights
to John McMurtrie
5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
AVI Ltd
Meeting Date: 11/02/2017 Country: South Africa
Meeting Type: Annual Ticker: AVI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017
For For
Abstain For Reappoint KPMG Inc as Auditors of the Company
2
Voter Rationale: An ABSTENTION on this item is warranted, due to the termination of KPMG as the Company's external auditors.
For For Re-elect Simon Crutchley as Director 3
For For Re-elect Owen Cressey as Director 4
For For Re-elect Gavin Tipper as Director 5
For For Re-elect Michael Bosman as Chairman of the Audit and Risk Committee
6
For For Re-elect Neo Dongwana as Member of the Audit and Risk Committee
7
For For Re-elect James Hersov as Member of the Audit and Risk Committee
8
For For Approve Fees Payable to the Current Non-executive Directors, Excluding the Chairmanof the Board and the Foreign Non-executive Director, Adriaan Nuhn
9
For For Approve Fees Payable to the Chairman of the Board
10
For For Approve Fees Payable to the Foreign Non-executive Director, Adriaan Nuhn
11
For For Approve Fees Payable to the Members of the Remuneration, Nomination andAppointments
Committee
12
For For Approve Fees Payable to the Members of the Audit and Risk Committee
13
For For Approve Fees Payable to the Members of the Social and Ethics Committee
14
For For Approve Fees Payable to the Chairman of the Remuneration, Nomination andAppointments
Committee
15
For For Approve Fees Payable to the Chairman of the Audit and Risk Committee
16
For For Approve Fees Payable to the Chairman of the Social and Ethics Committee
17
For For Authorise Repurchase of Issued Share Capital 18
For For Approve Remuneration Policy 19
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Catalent, Inc.
Meeting Date: 11/02/2017 Country: USA
Meeting Type: Annual Ticker: CTLT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Rolf Classon For Against
Voter Rationale: A vote AGAINST Rolf Classon and Gregory Lucier is warranted for the board's failure to remove, or submit to a sunset provision, the classified board and supermajority vote requirement to enact certain changes to the charter, which materially impacts shareholder rights
Against For Elect Director Gregory T. Lucier 1b
Voter Rationale: A vote AGAINST Rolf Classon and Gregory Lucier is warranted for the board's failure to remove, or submit to a sunset provision, the classified board and supermajority vote requirement to enact certain changes to the charter, which materially impacts shareholder rights
For For Elect Director Uwe Rohrhoff 1c
For For Ratify Ernst & Young LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
For For Eliminate Supermajority Vote Requirement to Amend Bylaws
4
For For Eliminate Supermajority Vote Requirement for Removal of Directors
5
For For Amend Articles To Eliminate Obsolete Provisions and Make Other Non-Substantive and Conforming Changes
6
Downer EDI Ltd.
Meeting Date: 11/02/2017 Country: Australia
Meeting Type: Annual Ticker: DOW
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Mike Harding as Director For For
Against For Approve the Remuneration Report 3
Voter Rationale: STI hurdle relating to free cash flow was adjusted which resulting in full achievement.
For For Approve the Grant of Performance Rights to
Grant Fenn
4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Downer EDI Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against Against Approve Requisitioned Resolution- Powers of
the Board
5
Voter Rationale: The proposal asks the board to ensure the business is managed in line with the 2 degree global warming objective. The company already displays the best practices related to climate change risk management, thereby already addressing the proponent's request. A vote "against" is warranted.
Fairfax Media Ltd.
Meeting Date: 11/02/2017 Country: Australia
Meeting Type: Annual Ticker: FXJ
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Capital Reduction For For
For For Elect Mickie Rosen as Director 2
For For Elect Todd Sampson as Director 3
For For Approve Grant of Performance Shares and
Performance Rights to Gregory Hywood
4
For For Approve the Remuneration Report 5
For For Approve the Potential Termination Benefits of
Antony Catalano
6
Fairfax Media Ltd.
Meeting Date: 11/02/2017 Country: Australia
Meeting Type: Court Ticker: FXJ
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve the Scheme of Arrangement Between the Fairfax Media Limited and Its Shareholders
For For
Perpetual Ltd.
Meeting Date: 11/02/2017 Country: Australia
Meeting Type: Annual Ticker: PPT
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Perpetual Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
Against For Approve the Remuneration Report 2
Voter Rationale: The minimum vesting period is less than three years.
For For Elect Tony D'Aloiso as Director 3
Against For Approve Issuance of Share Rights to Geoff Lloyd 4
Voter Rationale: The minimum vesting period is less than three years.
PT Bank Negara Indonesia (Persero) Tbk
Meeting Date: 11/02/2017 Country: Indonesia
Meeting Type: Special Ticker: BBNI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Directors and Commissioners For Against
Voter Rationale: Lack of disclosure
Smartone Telecommunications Holdings Ltd.
Meeting Date: 11/02/2017 Country: Bermuda
Meeting Type: Annual Ticker: 315
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Elect Fung Yuk-lun, Allen as Director 3.1a
For For Elect Chan Kai-lung, Patrick as Director 3.1b
For For Elect Chau Kam-kun, Stephen as Director 3.1c
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Smartone Telecommunications Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Elect Ng Leung-sing as Director 3.1d
Voter Rationale: Length of tenure compromises independence on key committees
For For Elect Lam Kwok-fung, Kenny as Director 3.1e
For For Authorize Board to Fix Remuneration of
Directors
3.2
For For Approve PricewaterhouseCoopers as Auditor
and Authorize Board to Fix Their Remuneration
4
For For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
For For Authorize Repurchase of Issued Share Capital 6
For For Authorize Reissuance of Repurchased Shares 7
The Go-Ahead Group plc
Meeting Date: 11/02/2017 Country: United Kingdom
Meeting Type: Annual Ticker: GOG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Elect Harry Holt as Director 4
For For Elect Leanne Wood as Director 5
For For Re-elect Andrew Allner as Director 6
For For Re-elect Katherine Innes Ker as Director 7
For For Re-elect Adrian Ewer as Director 8
For For Re-elect David Brown as Director 9
For For Re-elect Patrick Butcher as Director 10
For For Reappoint Deloitte LLP as Auditors 11
For For Authorise Board to Fix Remuneration of Auditors 12
For For Authorise EU Political Donations and Expenditure
13
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
The Go-Ahead Group plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity with Pre-emptive
Rights
14
For For Authorise Issue of Equity without Pre-emptive
Rights
15
For For Authorise Market Purchase of Ordinary Shares 16
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
Truworths International Ltd
Meeting Date: 11/02/2017 Country: South Africa
Meeting Type: Annual Ticker: TRU
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports for the Year Ended 2 July 2017
For For
Against For Re-elect Hilton Saven as Director 2.1
Voter Rationale: Length of tenure compromises independence and role on key committee
Against For Re-elect Michael Thompson as Director 2.2
Voter Rationale: Length of tenure compromises independence and role on key committee
For For Re-elect Roddy Sparks as Director 2.3
For For Re-elect Thandi Ndlovu as Director 2.4
For For Authorise Board to Issue Shares for Cash 3
For For Authorise Repurchase of Issued Share Capital 4
For For Reappoint Ernst & Young Inc. as Auditors of the Company with Tina Rookledge as the Registered Auditor and Authorise Their Remuneration
5
For For Approve Remuneration of Non-executive
Directors
6
Against For Re-elect Michael Thompson as Member of the
Audit Committee
7.1
Voter Rationale: Length of tenure compromises independence and role on key committee
For For Re-elect Robert Dow as Member of the Audit Committee
7.2
For For Re-elect Roddy Sparks as Member of the Audit Committee
7.3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Truworths International Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Remuneration Policy 8.1
Voter Rationale: Non financial performance targets and lack of disclosure.
For For Approve Implementation Report 8.2
For For Approve Social and Ethics Committee Report 9
Against For Re-elect Michael Thompson as Member of the
Social and Ethics Committee
10.1
Voter Rationale: Length of tenure compromises independence and role on key committee
For For Re-elect Thandi Ndlovu as Member of the Social and Ethics Committee
10.2
For For Re-elect David Pfaff as Member of the Social and Ethics Committee
10.3
For For Approve Financial Assistance to Related or Inter-related Company
11
United Company RUSAL Plc
Meeting Date: 11/02/2017 Country: Jersey
Meeting Type: Special Ticker: 486
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt Chinese Name of the Company and Amend the Corresponding Memorandum and Articles of Association
For For
Weibo Corporation
Meeting Date: 11/02/2017 Country: Cayman Islands
Meeting Type: Annual Ticker: WB
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Director Charles Chao For For
For For Elect Director Daniel Yong Zhang 2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Western Digital Corporation
Meeting Date: 11/02/2017 Country: USA
Meeting Type: Annual Ticker: WDC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Martin I. Cole For For
For For Elect Director Kathleen A. Cote 1b
Against For Elect Director Henry T. DeNero 1c
Voter Rationale: Length of tenure compromises position as chair of key committee
Against For Elect Director Michael D. Lambert 1d
Voter Rationale: Length of tenure compromises position as chair of key committee
For For Elect Director Len J. Lauer 1e
For For Elect Director Matthew E. Massengill 1f
For For Elect Director Stephen D. Milligan 1g
For For Elect Director Paula A. Price 1h
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: The compensation committee changed the criteria applicable to previously granted performance share awards at the end of the performance period. Performance against the original goals was well below target, while after the change performance was assessed to be near target.
One Year One Year Advisory Vote on Say on Pay Frequency 3
Against For Amend Omnibus Stock Plan 4
Voter Rationale: Dilution greater than 10%
For For Ratify KPMG LLP as Auditors 5
Wilmington plc
Meeting Date: 11/02/2017 Country: United Kingdom
Meeting Type: Annual Ticker: WIL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Wilmington plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Final Dividend 4
For For Re-elect Mark Asplin as Director 5
For For Re-elect Pedro Ros as Director 6
For For Re-elect Anthony Foye as Director 7
For For Re-elect Derek Carter as Director 8
For For Re-elect Nathalie Schwarz as Director 9
For For Re-elect Paul Dollman as Director 10
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
11
For For Authorise Board to Fix Remuneration of Auditors 12
For For Authorise Issue of Equity with Pre-emptive
Rights
13
For For Approve Performance Share Plan 14
For For Authorise Issue of Equity without Pre-emptive
Rights
15
For For Authorise Market Purchase of Ordinary Shares 16
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
Allied Irish Banks plc
Meeting Date: 11/03/2017 Country: Ireland
Meeting Type: Special Ticker: AIB1
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Matters Relating to the Establishment of the New Holding Company
For For
For For Approve Distributable Reserves 2
Allied Irish Banks plc
Meeting Date: 11/03/2017 Country: Ireland
Meeting Type: Court Ticker: AIB1
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Allied Irish Banks plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Scheme of Arrangement For For
Hyundai Livart Furniture Co. Ltd.
Meeting Date: 11/03/2017 Country: South Korea
Meeting Type: Special Ticker: A079430
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Merger Agreement with Hyundai H&S For For
Pressure Technologies plc
Meeting Date: 11/03/2017 Country: United Kingdom
Meeting Type: Special Ticker: PRES
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorise Issue of Equity in Connection with the
Placing
For For
For For Authorise Issue of Equity with Pre-emptive
Rights
2
For For Authorise Issue of Equity without Pre-emptive
Rights in Connection with the Placing
3
For For Authorise Issue of Equity without Pre-emptive
Rights
4
SINA Corporation
Meeting Date: 11/03/2017 Country: Cayman Islands
Meeting Type: Proxy Contest Ticker: SINA
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
SINA Corporation
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Director Yichen Zhang For For
For For Ratify PricewaterhouseCoopers Zhong Tian LLP
as Auditors
2
Against Against Elect Director Brett H. Krause 3
Voter Rationale: Supporting management.
Against Against Elect Director Thomas J. Manning 4
Voter Rationale: Supporting management.
Spark New Zealand Limited
Meeting Date: 11/03/2017 Country: New Zealand
Meeting Type: Annual Ticker: SPK
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorize the Board to Fix Remuneration of the
Auditors
For For
For For Elect Paul Berriman as Director 2
For For Elect Charles Sitch as Director 3
For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors
4
Genesis Emerging Markets Fund Limited
Meeting Date: 11/06/2017 Country: Guernsey
Meeting Type: Annual Ticker: GSS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Ratify KPMG Channel Islands Limited as Auditors
3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Genesis Emerging Markets Fund Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Board to Fix Remuneration of Auditors 4
For For Approve Final Dividend 5
For For Re-elect Sujit Banerji as Director 6
For For Re-elect Russell Edey as Director 7
For For Re-elect Saffet Karpat as Director 8
For For Re-elect John Llewellyn as Director 9
For For Re-elect Helene Ploix as Director 10
For For Elect Katherine Tsang as Director 11
For For Authorise Market Purchase of Participating
Preference Shares
12
Impact Healthcare REIT Plc
Meeting Date: 11/06/2017 Country: United Kingdom
Meeting Type: Special Ticker: IHR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorise Issue of Equity Pursuant to the Capital Raising
For For
For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Capital Raising
2
IRB Brasil Resseguros SA
Meeting Date: 11/06/2017 Country: Brazil
Meeting Type: Special Ticker: IRBR3
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Edson Soares Ferreira, Helio Lima Magalhaes and Oswaldo Mario Pego de Amorim Azevedo as Independent Directors
For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Murray Income Trust PLC
Meeting Date: 11/06/2017 Country: United Kingdom
Meeting Type: Annual Ticker: MUT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Approve Final Dividend 4
For For Re-elect Mike Balfour as Director 5
For For Re-elect Donald Cameron as Director 6
For For Re-elect Jean Park as Director 7
For For Re-elect Neil Rogan as Director 8
For For Re-elect David Woods as Director 9
For For Reappoint Ernst & Young LLP as Auditors 10
For For Authorise Board to Fix Remuneration of Auditors 11
For For Approve Increase in the Aggregate Annual Limit of Fees Payable to Directors
12
For For Authorise Issue of Equity with Pre-emptive Rights
13
For For Authorise Issue of Equity without Pre-emptive Rights
14
For For Authorise Market Purchase of Ordinary Shares 15
Automatic Data Processing, Inc.
Meeting Date: 11/07/2017 Country: USA
Meeting Type: Proxy Contest Ticker: ADP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Peter Bisson For For
For For Elect Director Richard T. Clark 1.2
For For Elect Director Eric C. Fast 1.3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Automatic Data Processing, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Linda R. Gooden 1.4
For For Elect Director Michael P. Gregoire 1.5
For For Elect Director R. Glenn Hubbard 1.6
For For Elect Director John P. Jones 1.7
For For Elect Director William J. Ready 1.8
For For Elect Director Carlos A. Rodriguez 1.9
For For Elect Director Sandra S. Wijnberg 1.10
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Deloitte & Touche LLP as Auditors 4
For Against Repeal Amendments to the Company's By-Laws Adopted Without Stockholder Approval After August 2, 2016
5
Voter Rationale: Additional shareholder oversight at board level could be beneficial
CATCo Reinsurance Opportunities Fund Ltd.
Meeting Date: 11/07/2017 Country: Bermuda
Meeting Type: Special Ticker: CAT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Share Sub-Division and Re-Designation For Against
Voter Rationale: The Company has not provided a specific business case that such issuances are essential to ensuring the continuation of the business nor any explanation regarding the high number of shares to be issued under the proposed Fundraiser
Against For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Capital Raising
2
Voter Rationale: The Company has not provided a specific business case that such issuances are essential to ensuring the continuation of the business nor any explanation regarding the high number of shares to be issued under the proposed Fundraiser
Delphi Automotive PLC
Meeting Date: 11/07/2017 Country: Jersey
Meeting Type: Special Ticker: DLPH
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Delphi Automotive PLC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Change Company Name to Aptiv PLC For For
Eurocommercial Properties NV
Meeting Date: 11/07/2017 Country: Netherlands
Meeting Type: Annual Ticker: ECMPA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
3 Adopt Financial Statements and Statutory Reports and Allow Publication of Information in
English
For For
For For Approve Dividends of EUR 0.210 Per Share and EUR 2.10 per Depositary Receipt
4
For For Approve Discharge of Management Board 5
For For Approve Discharge of Supervisory Board 6
For For Reelect C. Croff to Supervisory Board 7
For For Reelect J.-A. Persson to Supervisory Board 8
For For Approve Remuneration of Supervisory Board 9
For For Approve Remuneration Policy 10
For For Ratify KPMG as Auditors 11
For For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital
12
For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
13
Jupiter European Opportunities Trust PLC
Meeting Date: 11/07/2017 Country: United Kingdom
Meeting Type: Annual Ticker: JEO
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Jupiter European Opportunities Trust PLC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Approve Final Dividend 4
For For Re-elect Andrew Sutch as Director 5
For For Re-elect Philip Best as Director 6
For For Re-elect Lord Lamont of Lerwick as Director 7
For For Re-elect John Wallinger as Director 8
For For Reappoint Ernst & Young LLP as Auditors 9
For For Authorise Board to Fix Remuneration of Auditors 10
For For Approve Continuation of Company as
Investment Trust
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
For For Authorise Issue of Equity without Pre-emptive
Rights
13
For For Authorise Market Purchase of Ordinary Shares 14
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
15
Petroleo Brasileiro SA-Petrobras
Meeting Date: 11/07/2017 Country: Brazil
Meeting Type: Special Ticker: PETR4
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Absorption of DOWNSTREAM PARTICIPACOES LTDA (Downstream)
For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Petroleo Brasileiro SA-Petrobras
Meeting Date: 11/07/2017 Country: Brazil
Meeting Type: Special Ticker: PETR4
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Absorption of DOWNSTREAM PARTICIPACOES LTDA (Downstream)
For For
Prosperity Voskhod Fund Ltd
Meeting Date: 11/07/2017 Country: Guernsey
Meeting Type: Special Ticker: N/A
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Liquidator's Interim Report For Against
Voter Rationale: Lack of disclosure.
Against For Approve Adjournment of Meeting 2
Voter Rationale: Lack of disclosure.
Adtalem Global Education Inc.
Meeting Date: 11/08/2017 Country: USA
Meeting Type: Annual Ticker: ATGE
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lyle Logan For For
For For Elect Director Michael W. Malafronte 1.2
For For Elect Director Ronald L. Taylor 1.3
For For Elect Director Lisa W. Wardell 1.4
For For Elect Director Ann Weaver Hart 1.5
For For Elect Director James D. White 1.6
For For Elect Director William W. Burke 1.7
For For Elect Director Kathy Boden Holland 1.8
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Adtalem Global Education Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
For For Amend Omnibus Stock Plan 5
Altium Ltd.
Meeting Date: 11/08/2017 Country: Australia
Meeting Type: Annual Ticker: ALU
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For Against
Voter Rationale: The minimum vesting period is less than three years.
For For Elect Lynn Mickleburgh as Director 3
Against For Approve the Grant of Performance Rights to Aram Mirkazemi
4
Voter Rationale: The minimum vesting period is less than three years.
For For Approve Renewal of Proportional Takeover
Provisions
5
Cardinal Health, Inc.
Meeting Date: 11/08/2017 Country: USA
Meeting Type: Annual Ticker: CAH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director David J. Anderson For For
For For Elect Director Colleen F. Arnold 1.2
For For Elect Director George S. Barrett 1.3
For For Elect Director Carrie S. Cox 1.4
For For Elect Director Calvin Darden 1.5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Cardinal Health, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Bruce L. Downey 1.6
For For Elect Director Patricia A. Hemingway Hall 1.7
For For Elect Director Clayton M. Jones 1.8
For For Elect Director Gregory B. Kenny 1.9
For For Elect Director Nancy Killefer 1.10
For For Elect Director David P. King 1.11
For For Ratify Ernst & Young LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Against Against Require Independent Board Chairman 5
Against Against Provide For Confidential Running Vote Tallies On
Executive Pay Matters
6
China Power International Development Ltd.
Meeting Date: 11/08/2017 Country: Hong Kong
Meeting Type: Special Ticker: 2380
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Agreement I, Agreement II and Related Transactions
For For
Craneware plc
Meeting Date: 11/08/2017 Country: United Kingdom
Meeting Type: Annual Ticker: CRW
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports For For
Against For Approve Remuneration Report 2
Voter Rationale: Executive Directors granted one-off Benchmark Adjustments which are significant in value.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Craneware plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect George Elliott as Director 3
For For Re-elect Ron Verni as Director 4
For For Re-elect Keith Neilson as Director 5
For For Re-elect Craig Preston as Director 6
For For Re-elect Colleen Blye as Director 7
For For Re-elect Russ Rudish as Director 8
For For Approve Final Dividend 9
For For Reappoint PricewaterhouseCoopers LLP as
Auditors and Authorise Their Remuneration
10
For For Authorise Issue of Equity with Pre-emptive
Rights
11
For For Authorise Issue of Equity without Pre-emptive
Rights
12
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
13
For For Authorise Market Purchase of Ordinary Shares 14
Eutelsat Communications
Meeting Date: 11/08/2017 Country: France
Meeting Type: Annual/Special Ticker: ETL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements and Statutory Reports
For For
For For Approve Consolidated Financial Statements and Statutory Reports
2
For For Approve Auditors' Special Report on Related-Party Transactions
3
For For Approve Allocation of Income and Dividends of EUR 1.21 per Share
4
For For Elect Paul-Francois Fournier as Director 5
For For Elect Dominique D'Hinnin as Director 6
For For Elect Esther Gaide as Director 7
For For Elect Didier Leroy as Director 8
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Eutelsat Communications Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Renew Appointment of Mazars as Auditor 9
For For Subject to Rejection of Item 31, Appoint
Cabinet CBA as Alternate Auditor
10
For For Non-Binding Vote on Compensation of Michel de
Rosen, Chairman
11
For For Non-Binding Vote on Compensation of Rodolphe
Belmer, CEO
12
For For Non-Binding Vote on Compensation of Michel
Azibert, Vice-CEO
13
For For Non-Binding Vote on Compensation of Yohann
Leroy, Vice-CEO
14
For For Approve Remuneration Policy of Chairman 15
For For Approve Remuneration Policy of CEO 16
For For Approve Remuneration Policy of Vice-CEOs 17
For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 985,000
18
For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
19
For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
20
Against For Authorize Capitalization of Reserves of Up to EUR 44 Million for Bonus Issue or Increase in Par Value
21
Voter Rationale: Can be used during a takeover period.
For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 44 Million
22
For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 22 Million
23
For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 22 Million
24
For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
25
For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
26
For For Authorize Capital Increase of Up to EUR 22
Million for Future Exchange Offers
27
For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind
28
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Eutelsat Communications Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorize Issuance of Equity upon Conversion of a Subsidiary's Equity-Linked Securities for Up to EUR 22 Million
29
For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
30
For For Amend Article 19 of Bylaws to Comply with New
Regulations Re: Auditor
31
For For Amend Article 4 of Bylaws Re: Headquarters 32
For For Authorize Filing of Required Documents/Other
Formalities
33
Fortescue Metals Group Ltd.
Meeting Date: 11/08/2017 Country: Australia
Meeting Type: Annual Ticker: FMG
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
For For Elect Andrew Forrest as Director 2
For For Elect Mark Barnaba as Director 3
For For Elect Penelope Bingham-Hall as Director 4
Against For Elect Jennifer Morris as Director 5
Voter Rationale: Lack of independence.
Against For Approve Issuance of Shares to Elizabeth Gaines Under the Performance Rights Plan
6
Voter Rationale: Strategic hurdles do not align with long-term value and are already part of the bonus.
Against None Approve the Increase in Maximum Aggregate
Remuneration of Non-Executive Directors
7
Voter Rationale: Lack of justification for increase.
For For Approve Renewal of Proportional Takeover Provisions
8
Jumbo SA
Meeting Date: 11/08/2017 Country: Greece
Meeting Type: Annual Ticker: BELA
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Jumbo SA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Allocation of Income 2.a
Against For Approve Remuneration of Certain Board
Members
2.b
Voter Rationale: Level of disclosure is below market standard.
For For Approve Discharge of Board and Auditors 3
For For Approve Auditors and Fix Their Remuneration 4
Against For Elect Directors (Bundled) 5
Voter Rationale: Bundled director resolutions are not in shareholders' interests.
For For Elect Members of Audit Committee 6
Against For Approve Related Party Transactions 7
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Against For Authorize Issuance of New Convertible Bond 8
Voter Rationale: Proposed dilution exceeds 10% of the outstanding capital.
Lam Research Corporation
Meeting Date: 11/08/2017 Country: USA
Meeting Type: Annual Ticker: LRCX
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Martin B. Anstice For For
For For Elect Director Eric K. Brandt 1.2
For For Elect Director Michael R. Cannon 1.3
For For Elect Director Youssef A. El-Mansy 1.4
For For Elect Director Christine A. Heckart 1.5
For For Elect Director Young Bum (YB) Koh 1.6
For For Elect Director Catherine P. Lego 1.7
For For Elect Director Stephen G. Newberry 1.8
For For Elect Director Abhijit Y. Talwalkar 1.9
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Lam Research Corporation Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Lih Shyng (Rick L.) Tsai 1.10
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Ernst & Young LLP as Auditors 4
For Against Adopt Policy to Annually Disclose EEO-1 Data 5
Voter Rationale: The proposal requires the company to disclose the race and gender composition of its workforce by job categories. The company lags in the area of diversity disclosure, therefore a vote "for" is warranted.
Meredith Corporation
Meeting Date: 11/08/2017 Country: USA
Meeting Type: Annual Ticker: MDP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Philip A. Marineau For Withhold
Voter Rationale: Length of tenure compromises independence and position on key committee
For For Elect Director Elizabeth E. Tallett 1.2
For For Elect Director Donald A. Baer 1.3
For For Elect Director Thomas H. Harty 1.4
For For Elect Director Beth J. Kaplan 1.5
Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Auto accelerated vesting upon change in control, tax gross up in CIC agreement and no clawback policy
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify KPMG LLP as Auditors 4
Ricardo plc
Meeting Date: 11/08/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RCDO
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Ricardo plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
3
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
4
For For Elect Bill Spencer as Director 5
For For Re-elect Sir Terry Morgan as Director 6
For For Re-elect Ian Gibson as Director 7
For For Re-elect Peter Gilchrist as Director 8
For For Re-elect Laurie Bowen as Director 9
For For Re-elect Dave Shemmans as Director 10
Against For Re-elect Malin Persson as Director 11
Voter Rationale: Individual has more than 5 other directorships and is overboarded.
For For Re-elect Mark Garrett as Director 12
For For Approve Remuneration Report 13
For For Approve Remuneration Policy 14
For For Authorise Issue of Equity with Pre-emptive Rights
15
For For Authorise Issue of Equity without Pre-emptive Rights
16
For For Authorise Market Purchase of Ordinary Shares 17
For For Authorise the Company to Call General Meeting with Two Weeks' Notice
18
Strategic Equity Capital plc
Meeting Date: 11/08/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SEC
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Strategic Equity Capital plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Approve Remuneration Report 3
For For Re-elect Richard Hills as Director 4
For For Re-elect Josephine Dixon as Director 5
For For Re-elect Sir Clive Thompson as Director 6
For For Re-elect Richard Locke as Director 7
For For Re-elect William Barlow as Director 8
For For Reappoint KPMG LLP as Auditors 9
For For Authorise Board to Fix Remuneration of Auditors 10
For For Approve Continuation of Company as
Investment Trust
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
For For Authorise Issue of Equity without Pre-emptive
Rights
13
For For Authorise Market Purchase of Ordinary Shares 14
Whiting Petroleum Corporation
Meeting Date: 11/08/2017 Country: USA
Meeting Type: Special Ticker: WLL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Reverse Stock Split and Reduce Shares Authorized
For For
Cedar Woods Properties Ltd
Meeting Date: 11/09/2017 Country: Australia
Meeting Type: Annual Ticker: CWP
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Cedar Woods Properties Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect William G Hames as Director For For
For For Elect Jane M Muirsmith as Director 2
For For Approve Remuneration Report 3
For For Approve Issuance of Performance Rights to
Nathan Blackburne
4
For For Approve Retirement Benefits to Paul Sadleir 5
Charter Hall Group
Meeting Date: 11/09/2017 Country: Australia
Meeting Type: Annual/Special Ticker: CHC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect David Ross as Director For For
Against For Approve Remuneration Report 2
Voter Rationale: Lack of disclosure around performance criteria.
For For Approve Issuance of Service Rights to David
Harrison
3
For For Approve Issuance of Performance Rights to
David Harrison
4
For None Approve the Increase in Maximum Aggregate
Remuneration of Non-Executive Directors
5
Eagle Eye Solutions Group PLC
Meeting Date: 11/09/2017 Country: United Kingdom
Meeting Type: Annual Ticker: EYE
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For Against
Voter Rationale: Retesting of performance conditions.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Eagle Eye Solutions Group PLC Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Malcolm Wall as Director 2
For For Re-elect Lucy Sharman-Munday as Director 3
For For Re-elect Drew Thomson as Director 4
For For Reappoint RSM UK Audit LLP as Auditors and
Authorise Their Remuneration
5
For For Authorise Issue of Equity with Pre-emptive
Rights
6
Against For Authorise Issue of Equity without Pre-emptive
Rights
7
Voter Rationale: Excessive dilution
Flight Centre Travel Group Ltd
Meeting Date: 11/09/2017 Country: Australia
Meeting Type: Annual Ticker: FLT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect John Eales as Director For For
For For Approve the Remuneration Report 2
Ituran Location and Control Ltd.
Meeting Date: 11/09/2017 Country: Israel
Meeting Type: Annual Ticker: ITRN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Reappoint Fahn Kanne & Co. as Auditors and
Authorize Board to Fix Their Remuneration
For For
For For Reelect Nir Sheratzky as Director 3.1
For For Reelect Yigal Shani as Director 3.2
For For Reelect Yehuda Kahane as Director 3.3
For For Approve Service Agreements of Officers 4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Ituran Location and Control Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Voter Rationale: Administrative
J D Wetherspoon plc
Meeting Date: 11/09/2017 Country: United Kingdom
Meeting Type: Annual Ticker: JDW
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
Against For Approve Remuneration Report 2
Voter Rationale: Lack of disclosure and excessive quantum.
For For Approve Remuneration Policy 3
For For Approve Final Dividend 4
For For Re-elect Tim Martin as Director 5
For For Re-elect John Hutson as Director 6
For For Re-elect Su Cacioppo as Director 7
For For Re-elect Ben Whitley as Director 8
Against For Re-elect Debra van Gene as Director 9
Voter Rationale: Head of remuneration and consecutive votes against report.
For For Re-elect Elizabeth McMeikan as Director 10
For For Re-elect Sir Richard Beckett as Director 11
For For Re-elect Harry Morley as Director 12
For For Appoint Grant Thornton LLP as Auditors and Authorise Their Remuneration
13
For For Authorise Issue of Equity with Pre-emptive Rights
14
For For Authorise Issue of Equity without Pre-emptive Rights
15
For For Authorise Market Purchase of Ordinary Shares 16
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
J D Wetherspoon plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
J D Wetherspoon plc
Meeting Date: 11/09/2017 Country: United Kingdom
Meeting Type: Special Ticker: JDW
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Waiver on Tender-Bid Requirement For For
Jack Henry & Associates, Inc.
Meeting Date: 11/09/2017 Country: USA
Meeting Type: Annual Ticker: JKHY
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Matthew C. Flanigan For For
For For Elect Director John F. Prim 1.2
For For Elect Director Thomas H. Wilson, Jr. 1.3
For For Elect Director Jacque R. Fiegel 1.4
For For Elect Director Thomas A. Wimsett 1.5
For For Elect Director Laura G. Kelly 1.6
For For Elect Director Shruti S. Miyashiro 1.7
For For Elect Director Wesley A. Brown 1.8
For For Elect Director David B. Foss 1.9
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Amend Executive Incentive Bonus Plan 4
For For Ratify PricewaterhouseCoopers, LLP as Auditors 5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Karoon Gas Australia Ltd.
Meeting Date: 11/09/2017 Country: Australia
Meeting Type: Annual Ticker: KAR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For For
For For Elect David Klingner as Director 2
For For Elect Geoff Atkins as Director 3
For For Elect Clark Davey as Director 4
For None Approve Issuance of ESOP Options and Performance Rights to Robert Hosking
5
For None Approve Issuance of ESOP Options and Performance Rights to Mark Smith
6
Pernod Ricard
Meeting Date: 11/09/2017 Country: France
Meeting Type: Annual/Special Ticker: RI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements and Statutory
Reports
For For
For For Approve Consolidated Financial Statements and
Statutory Reports
2
For For Approve Allocation of Income and Dividends of
EUR 2.02 per Share
3
For For Approve Auditors' Special Report on
Related-Party Transactions
4
For For Reelect Anne Lange as Director 5
For For Reelect Veronica Vargas as Director 6
For For Reelect Paul Ricard as Director 7
For For Renew Appointment of Deloitte & Associes as
Auditor
8
For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 970,000
9
For For Approve Remuneration Policy of Alexandre
Ricard, Chairman and CEO
10
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Pernod Ricard Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Non-Binding Vote on Compensation of
Alexandre Ricard, Chairman and CEO
11
Voter Rationale: 66% of the TSR award vests at median performance which is excessive.
Against For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
12
Voter Rationale: Can be used during takeover periods.
For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 135 Million
14
For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 41 Million
15
For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation
Submitted to Shareholder Vote Above
16
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 41 Million
17
For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
18
For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Exchange Offers
19
For For Authorize Capitalization of Reserves of Up to EUR 135 Million for Bonus Issue or Increase in
Par Value
20
For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
21
For For Authorize Filing of Required Documents/Other Formalities
22
Redrow plc
Meeting Date: 11/09/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RDW
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Redrow plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Final Dividend 2
For For Re-elect Steve Morgan as Director 3
For For Re-elect John Tutte as Director 4
For For Re-elect Barbara Richmond as Director 5
For For Re-elect Debbie Hewitt as Director 6
For For Re-elect Nick Hewson as Director 7
For For Re-elect Sir Michael Lyons as Director 8
For For Elect Vanda Murray as Director 9
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
10
For For Authorise Board to Fix Remuneration of Auditors 11
For For Approve Remuneration Report 12
For For Approve Remuneration Policy 13
For For Approve Increase in the Remuneration Cap of
Directors
14
For For Authorise Issue of Equity with Pre-emptive
Rights
15
For For Approve Waiver on Tender-Bid Requirement 16
For For Authorise Issue of Equity without Pre-emptive
Rights
17
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
For For Authorise Market Purchase of Ordinary Shares 19
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
20
Sun Hung Kai Properties Ltd.
Meeting Date: 11/09/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 16
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Sun Hung Kai Properties Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Final Dividend 2
For For Elect Lui Ting, Victor as Director 3.1a
Against For Elect Li Ka-cheung, Eric as Director 3.1b
Voter Rationale: He is overboarded as serves on 6 public company boards
For For Elect Leung Ko May-yee, Margaret as Director 3.1c
Against For Elect Po-shing Woo as Director 3.1d
Voter Rationale: Woo Po-shing has attended less than 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation
For For Elect Tung Chi-ho, Eric as Director 3.1e
For For Elect Fung Yuk-lun, Allen as Director 3.1f
For For Approve Directors' Fees 3.2
For For Approve Deloitte Touche Tohmatsu as Auditor
and Authorize Board to Fix Their Remuneration
4
For For Authorize Repurchase of Issued Share Capital 5
Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
6
Voter Rationale: The aggregate share issuance limit is greater than 10 percent
Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: The aggregate share issuance limit is greater than 10 percent
Tapestry, Inc.
Meeting Date: 11/09/2017 Country: USA
Meeting Type: Annual Ticker: TPR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director David Denton For For
For For Elect Director Andrea Guerra 1b
For For Elect Director Susan Kropf 1c
For For Elect Director Annabelle Yu Long 1d
For For Elect Director Victor Luis 1e
For For Elect Director Ivan Menezes 1f
For For Elect Director William Nuti 1g
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Tapestry, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Jide Zeitlin 1h
For For Ratify Deloitte & Touche LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
For For Amend Omnibus Stock Plan 5
Against Against Report on Net-Zero Greenhouse Gas Emissions 6
Voter Rationale: For a second year, we voted against a resolution asking the company to develop a net-zero emissions target by 2030. The company does not operate in a high-risk sector and already demonstrates significant improvement in minimising its emissions with clear targets to 2020 and improving transparency on its climate change strategy.
Against Against Report on Risks from Company's Use of Real Animal Fur
7
Voter Rationale: The resolution requests that the company produce a report on the risks of using real animal fur withni six months of the AGM. We believe that this resolution is prescriptive and does not represent a material risk for the business, as the company has already established an animal welfare policy that meets industry standards.
Trade Me Group Ltd.
Meeting Date: 11/09/2017 Country: New Zealand
Meeting Type: Annual Ticker: TME
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorize Board to Fix Remuneration of the
Auditors
For For
For For Elect Simon West as Director 2
Against For Elect David Kirk as Director 3
Voter Rationale: Overboarding concerns.
For For Elect Joanna Perry as Director 4
Galliford Try plc
Meeting Date: 11/10/2017 Country: United Kingdom
Meeting Type: Annual Ticker: GFRD
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Galliford Try plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Approve Final Dividend 4
For For Elect Jeremy Townsend as Director 5
For For Re-elect Peter Truscott as Director 6
For For Re-elect Graham Prothero as Director 7
For For Re-elect Ishbel Macpherson as Director 8
For For Re-elect Terry Miller as Director 9
For For Re-elect Gavin Slark as Director 10
For For Re-elect Peter Ventress as Director 11
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
12
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
13
For For Authorise Issue of Equity with Pre-emptive
Rights
14
For For Authorise EU Political Donations and
Expenditure
15
For For Authorise Issue of Equity without Pre-emptive
Rights
16
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
17
For For Authorise Market Purchase of Ordinary Shares 18
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Maxim Integrated Products, Inc.
Meeting Date: 11/10/2017 Country: USA
Meeting Type: Annual Ticker: MXIM
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Maxim Integrated Products, Inc.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William (Bill) P. Sullivan For For
For For Elect Director Tunc Doluca 1b
For For Elect Director Tracy C. Accardi 1c
For For Elect Director James R. Bergman 1d
For For Elect Director Joseph R. Bronson 1e
For For Elect Director Robert E. Grady 1f
For For Elect Director William D. Watkins 1g
For For Elect Director MaryAnn Wright 1h
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
For For Amend Qualified Employee Stock Purchase Plan 3
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
4
Voter Rationale: The minimum vesting period is less than three years.
One Year One Year Advisory Vote on Say on Pay Frequency 5
Performance Food Group Company
Meeting Date: 11/10/2017 Country: USA
Meeting Type: Annual Ticker: PFGC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Meredith Adler For Withhold
Voter Rationale: The board has failed to remove the classified board and supermajority vote requirement to enact certain changes to the governing documents, which materially impact shareholder rights.
Withhold For Elect Director Jeffrey M. Overly 1.2
Voter Rationale: The board has failed to remove the classified board and supermajority vote requirement to enact certain changes to the governing documents, which materially impact shareholder rights.
Withhold For Elect Director Douglas M. Steenland 1.3
Voter Rationale: The board has failed to remove the classified board and supermajority vote requirement to enact certain changes to the governing documents, which materially impact shareholder rights.
For For Ratify Deloitte & Touche LLP as Auditors 2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Performance Food Group Company Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Sitoy Group Holdings Ltd.
Meeting Date: 11/13/2017 Country: Cayman Islands
Meeting Type: Annual Ticker: 1023
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Final Dividend 2
For For Elect Lau Kin Shing, Charles as Director 3a
For For Elect Yeung Chi Tat as Director 3b
For For Elect Kwan Po Chuen, Vincent as Director 3c
For For Authorize Board to Fix Remuneration of Directors
3d
For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration
4
For For Authorize Repurchase of Issued Share Capital 5.1
Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5.2
Voter Rationale: Excessive dilution.
Against For Authorize Reissuance of Repurchased Shares 5.3
Voter Rationale: Excessive dilution.
Zhengzhou Coal Mining Machinery Group Co Ltd
Meeting Date: 11/13/2017 Country: China
Meeting Type: Special Ticker: 564
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Zhengzhou Coal Mining Machinery Group Co Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Joint Investment in Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited by Zhengzhou Coal Mining Machinery Group Company Limited and Chizhou Zhongan Zhaoshang Equity Investment LLP
For For
For For Approve Additional Investment to be Made by Zhengzhou Coal Mining Machinery Group Company Limited on Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited
2
For For Approve Additional Investment to be made by Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited on Hong Kong
SMG International Co., Limited
3
For For Approve BDO China Shu Lun Pan Certified Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration
4
Abstain For Amend Administrative Measures on the Material Investment and Financing Activities of the Company
5
Voter Rationale: the proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.
Abstain For Amend Articles of Association 6
Voter Rationale: the proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.
Abacus Property Group
Meeting Date: 11/14/2017 Country: Australia
Meeting Type: Annual/Special Ticker: ABP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve the Remuneration Report For For
Against For Elect Myra Salkinder as Director 3.1
Voter Rationale: Lack of independence on remuneration/nomination committee.
For For Elect Jingmin Qian as Director 3.2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Abacus Property Group Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For None Approve the Increase in Maximum Aggregate
Remuneration of Non-Executive Directors
4
For For Approve the Grant of Deferred Security
Acquisition Rights to Frank Wolf
5
Abcam Plc
Meeting Date: 11/14/2017 Country: United Kingdom
Meeting Type: Annual Ticker: ABC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Final Dividend 2
For For Approve Remuneration Report 3
For For Reappoint PricewaterhouseCoopers LLP as Auditors
4
For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors
5
For For Re-elect Murray Hennessy as Director 6
For For Re-elect Jonathan Milner as Director 7
For For Re-elect Alan Hirzel as Director 8
For For Re-elect Gavin Wood as Director 9
For For Re-elect Louise Patten as Director 10
For For Re-elect Sue Harris as Director 11
For For Re-elect Mara Aspinall as Director 12
For For Authorise Issue of Equity with Pre-emptive Rights
13
For For Authorise Issue of Equity without Pre-emptive Rights
14
For For Authorise Market Purchase of Ordinary Shares 15
Computershare Limited
Meeting Date: 11/14/2017 Country: Australia
Meeting Type: Annual Ticker: CPU
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Computershare Limited
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Elect Tiffany Fuller as Director For For
For For Elect Markus Kerber as Director 3
For For Elect Joseph Velli as Director 4
For For Approve the Remuneration Report 5
For For Approve the Grant of Performance Rights to
Stuart Irving
6
FibraHotel
Meeting Date: 11/14/2017 Country: Mexico
Meeting Type: Special Ticker: FIHO 12
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting For For
For For Amend Trust Agreement 2
For For Maintain Issued and Unallocated Real Estate Trust Certificates in Treasury
3
For For Approve Policies and Mechanisms for Acquisition of Real Estate Trust Certificates
4
For For Authorize Board to Ratify and Execute Approved Resolutions
5
Focus Media Information Technology Co., Ltd.
Meeting Date: 11/14/2017 Country: China
Meeting Type: Special Ticker: 002027
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Adjustments on Guarantee Provision
for Controlled Subsidiary
For Against
Voter Rationale: Level of guarantee to be provided to its subsidiary is disproportionate to the level of ownership in the said subsidiary. The company has failed to provide any justifications in the meeting circular.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Focus Media Information Technology Co., Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Structured Finance Business of
Wholly-owned Subsidiary
2
Growthpoint Properties Ltd
Meeting Date: 11/14/2017 Country: South Africa
Meeting Type: Annual Ticker: GRT
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017
For For
Against For Re-elect Francois Marais as Director 1.2.1
Voter Rationale: The structure of the board does not comply with King III report recommendations and is not a majority independent.
For For Re-elect Ragavan Moonsamy as Director 1.2.2
Against For Re-elect Eric Visser as Director 1.2.3
Voter Rationale: The structure of the board does not comply with King III report recommendations and is not a majority independent.
For For Re-elect Lynette Finlay as Chairman of the Audit
Committee
1.3.1
Against For Re-elect Peter Fechter as Member of the Audit
Committee
1.3.2
Voter Rationale: Peter Fechter and John Hayward are non-independent members of the Audit Committee.
Against For Re-elect John Hayward as Member of the Audit Committee
1.3.3
Voter Rationale: Peter Fechter and John Hayward are non-independent members of the Audit Committee.
For For Reappoint KPMG Inc as Auditors of the Company
1.4
Against For Approve Remuneration Policy 1.5.1
Voter Rationale: the award is over share options with an exercise price set at a significant discount to market price.
Against For Approve Implementation of the Remuneration
Policy
1.5.2
Voter Rationale: the award is over share options with an exercise price set at a significant discount to market price.
For For Place Authorised but Unissued Shares under Control of Directors
1.6
For For Authorise Directors to Issue Shares to Afford Shareholders Distribution Reinvestment Alternatives
1.7
For For Authorise Board to Issue Shares for Cash 1.8
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Growthpoint Properties Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Social, Ethics and Transformation
Committee Report
1.9
For For Approve Non-executive Directors' Fees 2.1
For For Approve Financial Assistance to Related or
Inter-related Companies
2.2
For For Authorise Repurchase of Issued Share Capital 2.3
MACA LTD.
Meeting Date: 11/14/2017 Country: Australia
Meeting Type: Annual Ticker: MLD
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
Against For Elect Robert Ryan as Director 2
Voter Rationale: Lack of independence on the board.
Against For Elect Linton Kirk as Director 3
Voter Rationale: Lack of independence on the board.
For For Approve Issuance of Performance Rights to
Chris Tuckwell
4
For For Approve Issuance of Performance Rights to
Geoff Baker
5
For For Ratify the Past Issuance of Shares to Vendors of
Interquip Pty Ltd
6
For For Ratify Past Issuance of Shares to Sophisticated
and Institutional Investors
7
Medusa Mining Ltd.
Meeting Date: 11/14/2017 Country: Australia
Meeting Type: Annual Ticker: MML
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Raul Conde Villanueva as Director For Against
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Medusa Mining Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Lack of independent representation on the board.
Against None Approve Remuneration Report 2
Voter Rationale: Vesting period is less than 3 years as well as accelerated vesting with a change in control.
Newcrest Mining Ltd.
Meeting Date: 11/14/2017 Country: Australia
Meeting Type: Annual Ticker: NCM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Xiaoling Liu as Director For For
For For Elect Roger Higgins as Director 2b
For For Elect Gerard Bond as Director 2c
For For Approve Grant of Performance Rights to
Sandeep Biswas
3a
For For Approve Grant of Performance Rights to Gerard
Bond
3b
For For Approve the Remuneration Report 4
For For Approve Renewal of Proportional Takeover Bid
Provisions in the Constitution
5
Smiths Group plc
Meeting Date: 11/14/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SMIN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Re-elect Bruno Angelici as Director 4
For For Re-elect Sir George Buckley as Director 5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Smiths Group plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Tanya Fratto as Director 6
For For Re-elect Anne Quinn as Director 7
For For Re-elect William Seeger as Director 8
For For Re-elect Mark Seligman as Director 9
For For Re-elect Andrew Reynolds Smith as Director 10
For For Re-elect Sir Kevin Tebbit as Director 11
For For Elect Noel Tata as Director 12
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
13
For For Authorise Board to Fix Remuneration of Auditors 14
For For Authorise Issue of Equity with Pre-emptive
Rights
15
For For Authorise Issue of Equity without Pre-emptive
Rights
16
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
17
For For Authorise Market Purchase of Ordinary Shares 18
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
For For Authorise EU Political Donations and
Expenditure
20
For For Adopt New Articles of Association 21
Starwood Waypoint Homes
Meeting Date: 11/14/2017 Country: USA
Meeting Type: Special Ticker: SFR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger Agreement For For
Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: We are not supportive of golden parachutes
For For Adjourn Meeting 3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
The Estee Lauder Companies Inc.
Meeting Date: 11/14/2017 Country: USA
Meeting Type: Annual Ticker: EL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Charlene Barshefsky For For
For For Elect Director Wei Sun Christianson 1.2
For For Elect Director Fabrizio Freda 1.3
For For Elect Director Jane Lauder 1.4
For For Elect Director Leonard A. Lauder 1.5
For For Ratify KPMG LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Arena REIT
Meeting Date: 11/15/2017 Country: Australia
Meeting Type: Annual Ticker: ARF
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
For For Elect David Ross as Director 2
For For Ratify Past Issuance of Securities to Existing
and New Institutional Investors
3
For For Approve the Grant of Performance Rights to
Bryce Mitchelson
4
For For Approve the Grant of Performance Rights to
Gareth Winter
5
Barratt Developments plc
Meeting Date: 11/15/2017 Country: United Kingdom
Meeting Type: Annual Ticker: BDEV
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Barratt Developments plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Approve Final Dividend 4
For For Approve Special Dividend 5
For For Elect Jessica White as Director 6
For For Re-elect John Allan as Director 7
For For Re-elect David Thomas as Director 8
For For Re-elect Steven Boyes as Director 9
For For Re-elect Richard Akers as Director 10
For For Re-elect Tessa Bamford as Director 11
For For Re-elect Nina Bibby as Director 12
For For Re-elect Jock Lennox as Director 13
For For Reappoint Deloitte LLP as Auditors 14
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
15
For For Authorise EU Political Donations and
Expenditure
16
For For Amend Long Term Performance Plan 17
For For Amend Deferred Bonus Plan 18
For For Authorise Issue of Equity with Pre-emptive
Rights
19
For For Authorise Issue of Equity without Pre-emptive
Rights
20
For For Authorise Market Purchase of Ordinary Shares 21
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
22
Campbell Soup Company
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: CPB
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Campbell Soup Company
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Fabiola R. Arredondo For For
For For Elect Director Howard M. Averill 1.2
For For Elect Director Bennett Dorrance 1.3
For For Elect Director Randall W. Larrimore 1.4
For For Elect Director Marc B. Lautenbach 1.5
For For Elect Director Mary Alice D. Malone 1.6
For For Elect Director Sara Mathew 1.7
For For Elect Director Keith R. McLoughlin 1.8
For For Elect Director Denise M. Morrison 1.9
For For Elect Director Nick Shreiber 1.10
For For Elect Director Archbold D. van Beuren 1.11
For For Elect Director Les C. Vinney 1.12
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
CDK Global, Inc.
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: CDK
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Leslie A. Brun For For
For For Elect Director Willie A. Deese 1.2
For For Elect Director Amy J. Hillman 1.3
For For Elect Director Brian P. MacDonald 1.4
For For Elect Director Eileen J. Martinson 1.5
For For Elect Director Stephen A. Miles 1.6
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
CDK Global, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Robert E. Radway 1.7
For For Elect Director Stephen F. Schuckenbrock 1.8
For For Elect Director Frank S. Sowinski 1.9
For For Elect Director Robert M. Tarkoff 1.10
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: The minimum vesting period is less than three years.
For For Ratify Deloitte & Touche LLP as Auditors 3
Ethernity Networks Ltd.
Meeting Date: 11/15/2017 Country: Israel
Meeting Type: Special Ticker: ENET
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Zohar Yinon as External Director For For
For For Elect Chen Saft-Feiglin as External Director 2
For For Issue Updated Indemnification Agreements to Directors/Officers
3
For For Approve D&O Indemnification Insurance Coverage
4
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Voter Rationale: Administrative
JPMorgan Funds - America Equity Fund
Meeting Date: 11/15/2017 Country: Luxembourg
Meeting Type: Special Ticker: N/A
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JPMorgan Funds - America Equity Fund
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Article 6 Re: Risks Associated with
Non-Payment of Subscriptions
For For
For For Amend Article 21 Re: Liquidation, Reorganization or Merger of Sub-funds or Share Classes
2
For For Amend Article 13 Re: Appointment of Board 3
For For Amend Article 4 Re: Change Location of
Registered Office
4
For For Amend Article 6 Re: Global Share Certificates
Issuance and Notices to Shareholders
5
For For Amend Article 10 Re: Annual General Meetings
Abroad
6
For For Amend Article 11 Re: Right to Vote on
Shareholders Meeting
7
For For Amend Article 12 Re: Shareholders Meeting
Notifications
8
For For Amend Article 17 Re: Conflict of Interest 9
For For Amend Article 8 Re: Redemption or Conversion
of Shares
10
For For Amend Article 22 Re: Board's Power over Determination of Net Asset Value of Shares, Issue, Conversion and Redemption Price
11
For For Amend Article 23 Re: Add Valuation Rules for
Liquid Assets and Money Market Instruments
12
For For Amend Article 3 Re: Corporate Purpose 13
For For Approve Various Amendments to the Articles of
Incorporation
14
JPMorgan Funds - America Equity Fund
Meeting Date: 11/15/2017 Country: Luxembourg
Meeting Type: Annual Ticker: N/A
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive and Approve Board's and Auditor's Reports
For For
For For Approve Audited Annual Report for the Fund 2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JPMorgan Funds - America Equity Fund Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Discharge of Directors 3
For For Approve Remuneration of Directors 4
For For Re-Elect Iain Saunders, John Li-How-Cheong, Jacques Elvinger, Daniel Watkins, Jean Frijns, Peter Schwicht and Massimo Greco as Directors
5
For For Renew Appointment of PricewaterhouseCoopers
as Auditor
6
For For Approve Allocation of Income and Dividends 7
JPMorgan Funds - Income Opportunity Plus Fund
Meeting Date: 11/15/2017 Country: Luxembourg
Meeting Type: Special Ticker: N/A
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Article 6 Re: Risks Associated with Non-Payment of Subscriptions
For For
For For Amend Article 21 Re: Liquidation, Reorganization or Merger of Sub-funds or Share Classes
2
For For Amend Article 13 Re: Appointment of Board 3
For For Amend Article 4 Re: Change Location of Registered Office
4
For For Amend Article 6 Re: Global Share Certificates Issuance and Notices to Shareholders
5
For For Amend Article 10 Re: Annual General Meetings Abroad
6
For For Amend Article 11 Re: Right to Vote on Shareholders Meeting
7
For For Amend Article 12 Re: Shareholders Meeting Notifications
8
For For Amend Article 17 Re: Conflict of Interest 9
For For Amend Article 8 Re: Redemption or Conversion of Shares
10
For For Amend Article 22 Re: Board's Power over Determination of Net Asset Value of Shares, Issue, Conversion and Redemption Price
11
For For Amend Article 23 Re: Add Valuation Rules for Liquid Assets and Money Market Instruments
12
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JPMorgan Funds - Income Opportunity Plus Fund Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Amend Article 3 Re: Corporate Purpose 13
For For Approve Various Amendments to the Articles of
Incorporation
14
JPMorgan Funds - Income Opportunity Plus Fund
Meeting Date: 11/15/2017 Country: Luxembourg
Meeting Type: Annual Ticker: N/A
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive and Approve Board's and Auditor's Reports
For For
For For Approve Audited Annual Report for the Fund 2
For For Approve Discharge of Directors 3
For For Approve Remuneration of Directors 4
For For Re-Elect Iain Saunders, John Li-How-Cheong, Jacques Elvinger, Daniel Watkins, Jean Frijns, Peter Schwicht and Massimo Greco as Directors
5
For For Renew Appointment of PricewaterhouseCoopers as Auditor
6
For For Approve Allocation of Income and Dividends 7
Lancaster Colony Corporation
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: LANC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Robert L. Fox For For
For For Elect Director John B. Gerlach, Jr. 1.2
For For Elect Director Robert P. Ostryniec 1.3
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: The minimum vesting period is less than three years.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Lancaster Colony Corporation Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Deloitte & Touche LLP as Auditors 4
Net 1 UEPS Technologies, Inc.
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: UEPS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Herman G. Kotze For For
Withhold For Elect Director Christopher S. Seabrooke 1.2
Voter Rationale: WITHHOLD votes are warranted for Christopher Seabrooke for serving on more than three public boards while serving as a CEO of an outside company.
For For Elect Director Alasdair J.K. Pein 1.3
For For Elect Director Paul Edwards 1.4
For For Elect Director Alfred T. Mockett 1.5
For For Ratify Deloitte & Touche (South Africa) as
Auditors
2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Oracle Corporation
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: ORCL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Jeffrey S. Berg For For
Withhold For Elect Director Michael J. Boskin 1.2
Voter Rationale: Length of tenure compromises role as Lead independent Director and chair of the audit committee
For For Elect Director Safra A. Catz 1.3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Oracle Corporation Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Withhold For Elect Director Bruce R. Chizen 1.4
Voter Rationale: Substantial pledging activity and significant concerns regarding risk oversight.
For For Elect Director George H. Conrades 1.5
For For Elect Director Lawrence J. Ellison 1.6
For For Elect Director Hector Garcia-Molina 1.7
For For Elect Director Jeffrey O. Henley 1.8
For For Elect Director Mark V. Hurd 1.9
For For Elect Director Renee J. James 1.10
For For Elect Director Leon E. Panetta 1.11
For For Elect Director Naomi O. Seligman 1.12
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: Excessive pay levels
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Amend Omnibus Stock Plan 4
For For Ratify Ernst & Young LLP as Auditors 5
For Against Political Contributions Disclosure 6
Voter Rationale: Additional information on the company's political expenditures from corporate funds and board oversight of those expenditures would give shareholders a fuller understanding of the company's management of its political spending and any related risks and benefits.
For Against Gender Pay Gap 7
Voter Rationale: The proposal requires the company to report pay gap disparity and plans to address and reduce it. The company lags peers in this area. A vote "for" is warranted.
For Against Amend Proxy Access Right 8
Voter Rationale: The proposed amendment would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process.
Pact Group Holdings Ltd.
Meeting Date: 11/15/2017 Country: Australia
Meeting Type: Annual Ticker: PGH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Pact Group Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Jonathan Ling as Director 3
For For Approve Grant of Performance Rights to
Malcolm Bundey
4
For For Approve the Provision of Financial Assistance in
Relation to the Pascoe's Group Acquisition
5
Tata Motors Ltd.
Meeting Date: 11/15/2017 Country: India
Meeting Type: Court Ticker: 500570
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Scheme of Merger and Arrangement For For
The Clorox Company
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: CLX
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Amy Banse For For
For For Elect Director Richard H. Carmona 1.2
For For Elect Director Benno Dorer 1.3
For For Elect Director Spencer C. Fleischer 1.4
For For Elect Director Esther Lee 1.5
For For Elect Director A.D. David Mackay 1.6
For For Elect Director Robert W. Matschullat 1.7
For For Elect Director Jeffrey Noddle 1.8
For For Elect Director Pamela Thomas-Graham 1.9
For For Elect Director Carolyn M. Ticknor 1.10
For For Elect Director Russell Weiner 1.11
For For Elect Director Christopher J. Williams 1.12
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
The Clorox Company Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Ernst & Young LLP as Auditors 4
Against For Amend Omnibus Stock Plan 5
Voter Rationale: Dilution is more than 10%
For For Approve Remuneration of Non-Employee
Directors
6
For Against Amend Proxy Access Right 7
Voter Rationale: The proposed amendment would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process
Twenty-First Century Fox, Inc.
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: FOXA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director K. Rupert Murdoch AC For For
For For Elect Director Lachlan K. Murdoch 1b
Against For Elect Director Delphine Arnault 1c
Voter Rationale: She is on 5 other boards and attended <75% meetings
Against For Elect Director James W. Breyer 1d
Voter Rationale: Chairs the compensation committee which failed to adequately respond to last year's low say-on-pay vote result
For For Elect Director Chase Carey 1e
For For Elect Director David F. DeVoe 1f
For For Elect Director Viet Dinh 1g
Against For Elect Director Roderick I. Eddington 1h
Voter Rationale: Length of tenure compromises position as chair of board and audit committee
Against For Elect Director James R. Murdoch 1i
Voter Rationale: Conflict of interest given role on Sky's board
For For Elect Director Jacques Nasser AC 1j
For For Elect Director Robert S. Silberman 1k
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Twenty-First Century Fox, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Tidjane Thiam 1l
For For Elect Director Jeffrey W. Ubben 1m
For For Ratify Ernst & Young LLP as Auditors 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: Following the relatively low vote result on the 2016 say-on-pay proposal and subsequent engagement, no changes appear to have been made to the program. Quantum and perks excessive.
One Year One Year Advisory Vote on Say on Pay Frequency 4
For Against Approve Recapitalization Plan for all Stock to Have One-vote per Share
5
Voter Rationale: We support a capital structure aligning economic ownership with voting power.
Vanguard Index Funds
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Special Ticker: VTV
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mortimer J. Buckley For For
For For Elect Director Emerson U. Fullwood 1.2
For For Elect Director Amy Gutmann 1.3
For For Elect Director JoAnn Heffernan Heisen 1.4
For For Elect Director F. Joseph Loughrey 1.5
For For Elect Director Mark Loughridge 1.6
For For Elect Director Scott C. Malpass 1.7
For For Elect Director F. William McNabb, III 1.8
For For Elect Director Deanna Mulligan 1.9
For For Elect Director Andre F. Perold 1.10
For For Elect Director Sarah Bloom Raskin 1.11
For For Elect Director Peter F. Volanakis 1.12
For For Approve Manager of Managers Arrangement with Third-Party Investment Advisors
2
For For Approve Manager of Managers Arrangement with Wholly-owned Subsidiaries of Vanguard
3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Vanguard Index Funds Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or Crimes Against Humanity
7
Voter Rationale: Voted in line with ISS, according to Schroders' conflicts of interest policy
Vanguard International Equity Index Funds
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Special Ticker: VPL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Mortimer J. Buckley For For
For For Elect Director Emerson U. Fullwood 1.2
For For Elect Director Amy Gutmann 1.3
For For Elect Director JoAnn Heffernan Heisen 1.4
For For Elect Director F. Joseph Loughrey 1.5
For For Elect Director Mark Loughridge 1.6
For For Elect Director Scott C. Malpass 1.7
For For Elect Director F. William McNabb, III 1.8
For For Elect Director Deanna Mulligan 1.9
For For Elect Director Andre F. Perold 1.10
For For Elect Director Sarah Bloom Raskin 1.11
For For Elect Director Peter F. Volanakis 1.12
For For Approve Manager of Managers Arrangement with Third-Party Investment Advisors
2
For For Approve Manager of Managers Arrangement with Wholly-owned Subsidiaries of Vanguard
3
Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or
Crimes Against Humanity
7
Voter Rationale: Voted in line with ISS, according to Schroders' conflicts of interest policy
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Vanguard Specialized Funds
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Special Ticker: VNQ
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Mortimer J. Buckley For For
For For Elect Director Emerson U. Fullwood 1.2
For For Elect Director Amy Gutmann 1.3
For For Elect Director JoAnn Heffernan Heisen 1.4
For For Elect Director F. Joseph Loughrey 1.5
For For Elect Director Mark Loughridge 1.6
For For Elect Director Scott C. Malpass 1.7
For For Elect Director F. William McNabb, III 1.8
For For Elect Director Deanna Mulligan 1.9
For For Elect Director Andre F. Perold 1.10
For For Elect Director Sarah Bloom Raskin 1.11
For For Elect Director Peter F. Volanakis 1.12
For For Approve Manager of Managers Arrangement with Third-Party Investment Advisors
2
For For Approve Manager of Managers Arrangement with Wholly-owned Subsidiaries of Vanguard
3
For For Approve Change in Investment Objective 4
For For Approve a Change to the Classification of the Fund from a "Diversified" Fund to a
"Non-Diversified" Fund
5
Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or
Crimes Against Humanity
7
Voter Rationale: Voted in line with ISS, according to Schroders' conflicts of interest policy
Viavi Solutions Inc.
Meeting Date: 11/15/2017 Country: USA
Meeting Type: Annual Ticker: VIAV
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Viavi Solutions Inc.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Richard E. Belluzzo For For
For For Elect Director Keith Barnes 1.2
For For Elect Director Tor Braham 1.3
For For Elect Director Timothy Campos 1.4
For For Elect Director Donald Colvin 1.5
For For Elect Director Masood A. Jabbar 1.6
For For Elect Director Oleg Khaykin 1.7
For For Elect Director Pamela Strayer 1.8
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Against For Adopt the Jurisdiction of Incorporation as the
Exclusive Forum for Certain Disputes
5
Voter Rationale: The company has not made a compelling argument for restricting shareholders' rights.
For For Amend Omnibus Stock Plan 6
For For Amend Qualified Employee Stock Purchase Plan 7
Alamos Gold Inc.
Meeting Date: 11/16/2017 Country: Canada
Meeting Type: Special Ticker: AGI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Issuance of Shares in Connection with
the Acquisition of Richmont Mines Inc. For For
Amanat Holdings PJSC
Meeting Date: 11/16/2017 Country: United Arab Emirates
Meeting Type: Special Ticker: AMANAT
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Amanat Holdings PJSC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Article 19 of Bylaws Re: Increase Size of
Board from 7 to 9 Members
For For
Against For Elect Directors (Cumulative Voting) 2
Voter Rationale: We are not supportive of cumulative voting
BHP Billiton Limited
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: BHP
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports For For
For For Appoint KPMG LLP as Auditor of the Company 2
For For Authorize the Risk and Audit Committee to Fix
Remuneration of the Auditors
3
For For Approve General Authority to Issue Shares in
BHP Billiton Plc
4
For For Approve General Authority to Issue Shares in
BHP Billiton Plc for Cash
5
For For Approve the Repurchase of Shares in BHP
Billiton Plc
6
For For Approve the Directors' Remuneration Policy
Report
7
For For Approve the Remuneration Report Other Than the Part Containing the Directors' Remuneration Policy
8
For For Approve the Remuneration Report 9
For For Approve Leaving Entitlements 10
For For Approve the Grant of Awards to Andrew
Mackenzie, Executive Director of the Company
11
For For Elect Terry Bowen as Director 12
For For Elect John Mogford as Director 13
For For Elect Malcolm Broomhead as Director 14
For For Elect Anita Frew as Director 15
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
BHP Billiton Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Carolyn Hewson as Director 16
For For Elect Andrew Mackenzie as Director 17
For For Elect Lindsay Maxsted as Director 18
For For Elect Wayne Murdy as Director 19
For For Elect Shriti Vadera as Director 20
For For Elect Ken MacKenzie as Director 21
Against Against Approve the Amendments to the Company's
Constitution
22
For Against Approve Contingent Resolution- Energy Policy
and Climate Risk Disclosure
23
Voter Rationale: The company has not addressed disclosure of global lobbying and membership payments, which we believe is of material interest to shareholders.
BHP Billiton Limited
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: BHP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Appoint KPMG LLP as Auditor of the Company 2
For For Authorize the Risk and Audit Committee to Fix
Remuneration of the Auditors
3
For For Approve General Authority to Issue Shares in
BHP Billiton Plc
4
For For Approve General Authority to Issue Shares in
BHP Billiton Plc for Cash
5
For For Approve the Repurchase of Shares in BHP
Billiton Plc
6
For For Approve the Directors' Remuneration Policy
Report
7
For For Approve the Remuneration Report Other Than the Part Containing the Directors' Remuneration Policy
8
For For Approve the Remuneration Report 9
For For Approve Leaving Entitlements 10
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
BHP Billiton Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve the Grant of Awards to Andrew
Mackenzie, Executive Director of the Company
11
For For Elect Terry Bowen as Director 12
For For Elect John Mogford as Director 13
For For Elect Malcolm Broomhead as Director 14
For For Elect Anita Frew as Director 15
For For Elect Carolyn Hewson as Director 16
For For Elect Andrew Mackenzie as Director 17
For For Elect Lindsay Maxsted as Director 18
For For Elect Wayne Murdy as Director 19
For For Elect Shriti Vadera as Director 20
For For Elect Ken MacKenzie as Director 21
Against Against Approve the Amendments to the Company's
Constitution
22
For Against Approve Contingent Resolution- Energy Policy
and Climate Risk Disclosure
23
Voter Rationale: The company has not addressed disclosure of global lobbying and membership payments, which we believe is of material interest to shareholders.
Brinker International, Inc.
Meeting Date: 11/16/2017 Country: USA
Meeting Type: Annual Ticker: EAT
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Elaine L. Boltz For For
For For Elect Director Joseph M. DePinto 1.2
For For Elect Director Harriet Edelman 1.3
For For Elect Director Michael A. George 1.4
For For Elect Director William T. Giles 1.5
For For Elect Director Gerardo I. Lopez 1.6
For For Elect Director George R. Mrkonic 1.7
For For Elect Director Jose Luis Prado 1.8
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Brinker International, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Wyman T. Roberts 1.9
For For Ratify KPMG LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Broadridge Financial Solutions, Inc.
Meeting Date: 11/16/2017 Country: USA
Meeting Type: Annual Ticker: BR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Leslie A. Brun For For
For For Elect Director Pamela L. Carter 1b
For For Elect Director Richard J. Daly 1c
For For Elect Director Robert N. Duelks 1d
For For Elect Director Richard J. Haviland 1e
For For Elect Director Brett A. Keller 1f
For For Elect Director Stuart R. Levine 1g
For For Elect Director Maura A. Markus 1h
For For Elect Director Thomas J. Perna 1i
For For Elect Director Alan J. Weber 1j
Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The minimum vesting period is less than three years.
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Deloitte & Touche LLP as Auditors 4
Close Brothers Group plc
Meeting Date: 11/16/2017 Country: United Kingdom
Meeting Type: Annual Ticker: CBG
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Close Brothers Group plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Approve Final Dividend 4
For For Elect Mike Biggs as Director 5
For For Re-elect Preben Prebensen as Director 6
For For Re-elect Jonathan Howell as Director 7
For For Re-elect Elizabeth Lee as Director 8
For For Re-elect Oliver Corbett as Director 9
For For Re-elect Geoffrey Howe as Director 10
For For Re-elect Lesley Jones as Director 11
For For Re-elect Bridget Macaskill as Director 12
For For Appoint PricewaterhouseCoopers LLP as
Auditors
13
For For Authorise Board to Fix Remuneration of Auditors 14
For For Approve Omnibus Share Incentive Plan 15
For For Authorise Issue of Equity with Pre-emptive
Rights
16
For For Authorise Issue of Equity without Pre-emptive
Rights
17
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
For For Authorise Market Purchase of Ordinary Shares 19
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
20
For For Approve Cancellation of Share Premium Account 21
Commonwealth Bank of Australia
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: CBA
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Commonwealth Bank of Australia
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect David Higgins as Director For For
For For Elect Andrew Mohl as Director 2b
For For Elect Wendy Stops as Director 2c
For For Elect Robert Whitfield as Director 2d
For For Approve Remuneration Report 3
Against Against Approve the Spill Resolution 4
Against Against Approve Requisitioned Resolution - Powers of
the Board
5
Voter Rationale: The proposal asks to amend the company constitution to require directors to "embed the effective management of climate change risk into the constitution of [the] company". We strongly support the idea that financial institutions should be integrating ESG risks and opportunities into their investment decisions and we accept that the company is exposed some environmental risk through its financing of coal projects. However, we ultimately feel this proposal is too prescriptive in that it is asking the company to change its constitution. The fact that the company does already have written commiments to to ensure that ESG assessment procedures are integration into its investment decisions adds to this decision.
Cracker Barrel Old Country Store, Inc.
Meeting Date: 11/16/2017 Country: USA
Meeting Type: Annual Ticker: CBRL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James W. Bradford For For
For For Elect Director Thomas H. Barr 1.2
For For Elect Director Sandra B. Cochran 1.3
For For Elect Director Meg G. Crofton 1.4
For For Elect Director Richard J. Dobkin 1.5
For For Elect Director Norman E. Johnson 1.6
For For Elect Director William W. McCarten 1.7
For For Elect Director Coleman H. Peterson 1.8
For For Elect Director Andrea M. Weiss 1.9
For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
One Year One Year Advisory Vote on Say on Pay Frequency 3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Cracker Barrel Old Country Store, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Ratify Deloitte & Touche LLP as Auditors 4
DWS Ltd.
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: DWS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For Against
Voter Rationale: The minimum vesting period is less than three years.
For For Elect Martin Ralston as Director 2
For For Elect Ken Barry as Director 3
For For Elect Selina Lightfoot as Director 4
Genus plc
Meeting Date: 11/16/2017 Country: United Kingdom
Meeting Type: Annual Ticker: GNS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Re-elect Bob Lawson as Director 4
For For Re-elect Karim Bitar as Director 5
For For Re-elect Stephen Wilson as Director 6
For For Re-elect Nigel Turner as Director 7
For For Re-elect Lysanne Gray as Director 8
For For Re-elect Duncan Maskell as Director 9
For For Re-elect Lykele van der Broek as Director 10
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Genus plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Reappoint Deloitte LLP as Auditors and
Authorise Their Remuneration
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
For For Authorise Issue of Equity without Pre-emptive
Rights
13
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
14
For For Authorise Market Purchase of Ordinary Shares 15
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
16
Gluskin Sheff + Associates Inc.
Meeting Date: 11/16/2017 Country: Canada
Meeting Type: Annual Ticker: GS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Paul M. Beeston For For
For For Elect Director V. Ann Davis 1.2
For For Elect Director Wilfred A. Gobert 1.3
For For Elect Director Stephen H. Halperin 1.4
For For Elect Director Nancy H.O. Lockhart 1.5
For For Elect Director Jeffrey W. Moody 1.6
For For Elect Director Pierre-Andre Themens 1.7
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Goodman Group
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: GMG
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Goodman Group
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Appoint KPMG as Auditors of Goodman Logistics (HK) Limited and Authorize the Board to Fix Their Remuneration
For For
For For Elect Ian Ferrier as Director of Goodman Limited 2a
For For Elect Ian Ferrier as Director of Goodman
Logistics (HK) Limited
2b
For For Elect Stephen Johns as Director of Goodman
Limited
3
For For Approve Remuneration Report 4
For For Approve Issuance of Performance Rights to
Gregory Goodman
5
For For Approve Issuance of Performance Rights to
Danny Peeters
6
For For Approve Issuance of Performance Rights to
Anthony Rozic
7
For For Adopt New Articles of Association 8
Against Against Approve the Conditional Spill Resolution 9
Harvey Norman Holdings Ltd.
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: HVN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Approve the Remuneration Report For Against
Voter Rationale: Reassessing performance to achieve higher payouts is against best practice.
For For Elect Gerald Harvey as Director 3
Against For Elect Chris Mentis as Director 4
Voter Rationale: 0% independence on the board.
Against For Elect Graham Charles Paton as Director 5
Voter Rationale: 0% independence on the board.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Mexichem S.A.B. de C.V.
Meeting Date: 11/16/2017 Country: Mexico
Meeting Type: Special Ticker: MEXCHEM *
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Cash Dividends of USD 147 Million For For
For For Authorize Board to Ratify and Execute Approved Resolutions
2
Mirvac Group
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual/Special Ticker: MGR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2.1 Elect Christine Bartlett as Director For For
For For Elect Peter Hawkins as Director 2.2
For For Approve the Remuneration Report 3
For For Approve Grant of Performance Rights to Susan
Lloyd-Hurwitz
4
Northern Star Resources Ltd
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: NST
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For For
For For Elect Peter O'Connor as Director 2
For For Elect Christopher Rowe as Director 3
For For Ratify Past Issuance of Shares to Employees 4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Padini Holdings Berhad
Meeting Date: 11/16/2017 Country: Malaysia
Meeting Type: Annual Ticker: PADINI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Directors' Fees For For
For For Approve Directors' Benefits (Excluding Directors' Fees)
2
For For Elect Yong Pang Chaun as Director 3
For For Elect Chia Swee Yuen as Director 4
For For Elect Yong Lai Wah as Director 5
For For Elect Chew Voon Chyn as Director 6
For For Approve BDO as Auditors and Authorize Board to Fix Their Remuneration
7
For For Authorize Share Repurchase Program 8
Platinum Asset Management Ltd
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: PTM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Michael Cole as Director For Against
Voter Rationale: Lack of independence.
For For Approve the Remuneration Report 2
ResMed Inc.
Meeting Date: 11/16/2017 Country: USA
Meeting Type: Annual Ticker: RMD
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Michael Farrell For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
ResMed Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Karen Drexler 1b
For For Elect Director Jack Wareham 1c
For For Ratify KPMG LLP as Auditors 2
Against For Amend Omnibus Stock Plan 3
Voter Rationale: Dilution exceeds 10%
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
4
One Year One Year Advisory Vote on Say on Pay Frequency 5
Romgaz SA
Meeting Date: 11/16/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Capital Increase of SC AGRI LNG Project Company
For For
For For Amend Bylaws of SC AGRI LNG Project Company
2
For For Approved Updated Consolidated Set of Bylaws of SC AGRI LNG Project Company
3
For For Empower Executives to Complete Formalities Pursuant to Items Above
4
For For Approve Meeting's Record Date 5
For For Authorize Filing of Required Documents/Other Formalities
6
Shinwa Co. Ltd.
Meeting Date: 11/16/2017 Country: Japan
Meeting Type: Annual Ticker: 7607
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 31
For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Shinwa Co. Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Nemoto, Tetsuo 2.1
For For Elect Director Marumoto, Yoshinao 2.2
For For Elect Director Takitani, Yoshiro 2.3
For For Elect Director Yoshida, Motohisa 2.4
For For Elect Director Iriyama, Toshihisa 2.5
For For Elect Director Ishikawa, Shuji 2.6
Against For Approve Director Retirement Bonus 3
Voter Rationale: The bonus amount is not disclosed
Against For Approve Bonus Related to Retirement Bonus
System Abolition
4
Voter Rationale: The bonus amount is not disclosed
For For Approve Equity Compensation Plan 5
For For Approve Annual Bonus 6
The Hain Celestial Group, Inc.
Meeting Date: 11/16/2017 Country: USA
Meeting Type: Annual Ticker: HAIN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Irwin D. Simon For For
For For Elect Director Celeste A. Clark 1.2
For For Elect Director Andrew R. Heyer 1.3
For For Elect Director R. Dean Hollis 1.4
For For Elect Director Shervin J. Korangy 1.5
For For Elect Director Roger Meltzer 1.6
For For Elect Director Adrianne Shapira 1.7
For For Elect Director Jack L. Sinclair 1.8
For For Elect Director Glenn W. Welling 1.9
For For Elect Director Dawn M. Zier 1.10
For For Elect Director Lawrence S. Zilavy 1.11
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
The Hain Celestial Group, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Require Advance Notice for Shareholder
Proposals
2
Voter Rationale: The proposed deadline of 90 days prior to the anniversary of the prior year's annual meeting (with a 30-day window prior to the deadline) would be excessively far in advance of future shareholder meetings
For For Provide Proxy Access Right 3
For For Advisory Vote to Ratify Named Executive Officers' Compensation
4
One Year One Year Advisory Vote on Say on Pay Frequency 5
For For Ratify Ernst & Young LLP as Auditors 6
Vicinity Centres
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual/Special Ticker: VCX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For For
For For Elect Peter Kahan as Director 3a
For For Elect Karen Penrose as Director 3b
For For Approve the Grant of Performance Rights to
Grant Kelley
4
Wesfarmers Ltd.
Meeting Date: 11/16/2017 Country: Australia
Meeting Type: Annual Ticker: WES
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2a Elect Michael Alfred Chaney as Director For For
For For Elect Diane Lee Smith-Gander as Director 2b
For For Approve the Remuneration Report 3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Companhia de Saneamento de Minas Gerais (COPASA)
Meeting Date: 11/17/2017 Country: Brazil
Meeting Type: Special Ticker: CSMG3
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Interim Dividends For For
Discovery Communications, Inc.
Meeting Date: 11/17/2017 Country: USA
Meeting Type: Special Ticker: DISCA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Merger For For
Donaldson Company, Inc.
Meeting Date: 11/17/2017 Country: USA
Meeting Type: Annual Ticker: DCI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Tod E. Carpenter For For
For For Elect Director Pilar Cruz 1.2
For For Elect Director Ajita G. Rajendra 1.3
Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The minimum vesting period is less than three years.
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Kier Group plc
Meeting Date: 11/17/2017 Country: United Kingdom
Meeting Type: Annual Ticker: KIE
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Approve Final Dividend 4
For For Elect Philip Cox as Director 5
For For Re-elect Justin Atkinson as Director 6
For For Re-elect Constance Baroudel as Director 7
For For Re-elect Kirsty Bashforth as Director 8
For For Re-elect Nigel Brook as Director 9
For For Re-elect Bev Dew as Director 10
For For Re-elect Haydn Mursell as Director 11
For For Re-elect Nigel Turner as Director 12
For For Re-elect Claudio Veritiero as Director 13
For For Re-elect Adam Walker as Director 14
For For Re-elect Nick Winser as Director 15
For For Reappoint PricewaterhouseCoopers LLP as Auditors
16
For For Authorise Board to Fix Remuneration of Auditors 17
For For Authorise Issue of Equity with Pre-emptive Rights
18
For For Authorise Issue of Equity without Pre-emptive Rights
19
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
For For Amend Long Term Incentive Plan 21
For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
MEIKO NETWORK JAPAN CO. LTD.
Meeting Date: 11/17/2017 Country: Japan
Meeting Type: Annual Ticker: 4668
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Articles to Amend Business Lines For For
For For Elect Director Watanabe, Hirotake 2.1
For For Elect Director Okui, Yoshiko 2.2
For For Elect Director Tagami, Setsuro 2.3
For For Elect Director Yamashita, Kazuhito 2.4
For For Elect Director Sato, Hiroaki 2.5
For For Elect Director Horiuchi, Koshi 2.6
For For Elect Director Harada, Masahiro 2.7
For For Elect Director Yao, Noriko 2.8
NWS Holdings Limited
Meeting Date: 11/17/2017 Country: Bermuda
Meeting Type: Annual Ticker: 659
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2a
For For Approve Special Final Dividend 2b
Against For Elect Cheng Kar Shun, Henry as Director 3a
Voter Rationale: Serves on 9 outside boards and failed to attend >75% meetings during the year
For For Elect Cheng Chi Ming, Brian as Director 3b
For For Elect Lam Wai Hon, Patrick as Director 3c
For For Elect Cheng Wai Chee, Christopher as Director 3d
For For Authorize Board to Fix Remuneration of Directors
3e
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
NWS Holdings Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve PricewaterhouseCoopers as Auditor
and Authorize Board to Fix Their Remuneration
4
Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5.1
Voter Rationale: The aggregate share issuance limit is greater than 10 percent
For For Authorize Repurchase of Issued Share Capital 5.2
Against For Authorize Reissuance of Repurchased Shares 5.3
Voter Rationale: The aggregate share issuance limit is greater than 10 percent
Scripps Networks Interactive, Inc.
Meeting Date: 11/17/2017 Country: USA
Meeting Type: Special Ticker: SNI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger Agreement For For
Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: We are not supportive of Golden Parachutes
For For Adjourn Meeting 3
TEEKAY TANKERS LTD.
Meeting Date: 11/17/2017 Country: Marshall Isl
Meeting Type: Special Ticker: TNK
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Increase Authorized Common Stock For For
For For Adjourn Meeting 2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Exxaro Resources Ltd
Meeting Date: 11/20/2017 Country: South Africa
Meeting Type: Special Ticker: EXX
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Authorise Specific Repurchase of Exxaro Shares For For
For For Approve Revocation of Special Resolution 1 if the Second Repurchase Scheme is Not
Approved or is Treated as a Nullity
2
For For Authorise Specific Issuance of Exxaro Shares to NewBEECo
3
For For Approve Financial Assistance to NewBEECo 4
For For Authorise Ratification of Approved Resolutions 1
IPH Ltd
Meeting Date: 11/20/2017 Country: Australia
Meeting Type: Annual Ticker: IPH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
3a Elect Richard Grellman as Director For For
For For Elect Andrew Blattman as Director 3b
For For Approve the Grant of Performance Rights to
Andrew Blattman
4
For For Approve the Remuneration Report 5
KB Financial Group Inc.
Meeting Date: 11/20/2017 Country: South Korea
Meeting Type: Special Ticker: A105560
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Yoon Jong Kyoo as Inside Director For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
KB Financial Group Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Hur Yin as Non-independent
Non-executive Director
2
Against None Elect Ha Seung Soo as a Shareholder-Nominee
to the Board (Outside Director)
3
Voter Rationale: A vote AGAINST this resolution is warranted. Although Ha appears to be independent from the company, the labor union fails to provide a compelling case to support Ha's nomination, explaining both what change he seeks to effect once on the board, and why his election is the most appropriate means for other shareholders to address that need.
Against None Amend Articles of Incorporation (Shareholder Proposal)
4
Voter Rationale: A vote AGAINST this proposal is warranted because the removal of the CEO from the corporate governance committee will limit the holding company CEO's ability to make an alignment of interests in the holding company structure, and will likely result in a power imbalance within the company.
KB Financial Group Inc.
Meeting Date: 11/20/2017 Country: South Korea
Meeting Type: Special Ticker: A105560
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Yoon Jong Kyoo as Inside Director For For
For For Elect Hur Yin as Non-independent
Non-executive Director
2
Against None Elect Ha Seung Soo as a Shareholder-Nominee
to the Board (Outside Director)
3
Voter Rationale: Although Ha appears to be independent from the company, the labor union fails to provide a compelling case to support Ha's nomination, explaining both what change he seeks to effect once on the board, and why his election is the most appropriate means for other shareholders to address that need
Against None Amend Articles of Incorporation (Shareholder
Proposal)
4
Voter Rationale: A vote AGAINST this proposal is warranted because the removal of the CEO from the corporate governance committee will limit the holding company CEO's ability to make an alignment of interests in the holding company structure, and will likely result in a power imbalance within the company.
NRW Holdings Ltd.
Meeting Date: 11/20/2017 Country: Australia
Meeting Type: Annual Ticker: NWH
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
NRW Holdings Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Michael Arnett as Director For For
Against None Approve the Remuneration Report 2
Voter Rationale: Retesting.
For For Approve Financial Assistance in Relation to the Acquisition of Golding Group Pty Ltd
3
Against For Approve Issuance of 6.41 Million Performance Rights to Julian Pemberton
4
Voter Rationale: The minimum vesting period is less than three years.
Against For Approve Issuance of 1.25 Million Performance Rights to Julian Pemberton
5
Voter Rationale: The minimum vesting period is less than three years.
For For Ratify the Past Issuance of Shares to
Institutional and Sophisticated Investors
6
President Energy Plc
Meeting Date: 11/20/2017 Country: United Kingdom
Meeting Type: Special Ticker: PPC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Authorise Issue of Equity Pursuant to the Open Offer and Loan Conversion
For For
For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Open Offer and Loan
Conversion
2
For For Authorise Issue of Equity with Pre-emptive Rights
3
For For Authorise Issue of Equity without Pre-emptive Rights
4
SQN Asset Finance Income Fund Ltd
Meeting Date: 11/20/2017 Country: Guernsey
Meeting Type: Annual Ticker: SQN
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
SQN Asset Finance Income Fund Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Re-elect John Falla as Director 2
For For Re-elect Carol Goodwin as Director 3
For For Re-elect Peter Niven as Director 4
For For Re-elect Christopher Spencer as Director 5
For For Elect Paul Meader as Director 6
For For Approve Dividend Policy 7
For For Ratify Baker Tilly CI Audit Limited as Auditors
and Authorise Their Remuneration
8
For For Approve Continuation of Company as a
Closed-Ended Investment Company
9
For For Authorise Market Purchase of Ordinary Shares 10
For For Authorise Issue of Equity without Pre-emptive
Rights
11
SQN Asset Finance Income Fund Ltd
Meeting Date: 11/20/2017 Country: Guernsey
Meeting Type: Special Ticker: SQN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Articles of Incorporation For For
SQN Asset Finance Income Fund Ltd
Meeting Date: 11/20/2017 Country: Guernsey
Meeting Type: Special Ticker: SQN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles of Association For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
SQN Asset Finance Income Fund Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Consent to Any and All Variations or Abrogations and Privileges Attached to the Ordinary Shares
2
SQN Asset Finance Income Fund Ltd
Meeting Date: 11/20/2017 Country: Guernsey
Meeting Type: Special Ticker: SQN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles of Association For For
For For Consent to Any and All Variations or Abrogations and Privileges Attached to the C Shares
2
Dunelm Group plc
Meeting Date: 11/21/2017 Country: United Kingdom
Meeting Type: Annual Ticker: DNLM
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports For For
For For Approve Final Dividend 2
For For Re-elect Will Adderley as Director 3
For For Re-elect Keith Down as Director 4
For For Re-elect Andy Harrison as Director 5
For For Re-elect Andy Harrison as Director
(Independent Shareholder Vote)
6
For For Re-elect Marion Sears as Director 7
For For Re-elect Marion Sears as Director (Independent
Shareholder Vote)
8
For For Re-elect Liz Doherty as Director 9
For For Re-elect Liz Doherty as Director (Independent
Shareholder Vote)
10
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Dunelm Group plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect William Reeve as Director 11
For For Re-elect William Reeve as Director
(Independent Shareholder Vote)
12
For For Re-elect Peter Ruis as Director 13
For For Re-elect Peter Ruis as Director (Independent
Shareholder Vote)
14
For For Approve Remuneration Policy 15
For For Approve Remuneration Report 16
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
17
For For Authorise Board to Fix Remuneration of Auditors 18
For For Authorise Issue of Equity with Pre-emptive
Rights
19
For For Authorise Issue of Equity without Pre-emptive
Rights
20
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
21
For For Authorise Market Purchase of Ordinary Shares 22
For For Amend Long Term Incentive Plan 23
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
24
Dycom Industries, Inc.
Meeting Date: 11/21/2017 Country: USA
Meeting Type: Annual Ticker: DY
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Dwight B. Duke For For
For For Elect Director Laurie J. Thomsen 1b
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
One Year One Year Advisory Vote on Say on Pay Frequency 4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Dycom Industries, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Amend Omnibus Stock Plan 5
For For Approve Non-Employee Director Omnibus Stock
Plan
6
Jupiter US Smaller Companies PLC
Meeting Date: 11/21/2017 Country: United Kingdom
Meeting Type: Annual Ticker: JUS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Re-elect Gordon Grender as Director 4
For For Re-elect Norman Bachop as Director 5
For For Re-elect Peter Barton as Director 6
For For Re-elect Lisa Booth as Director 7
For For Re-elect Clive Parritt as Director 8
For For Reappoint PricewaterhouseCoopers LLP as Auditors
9
For For Authorise Board to Fix Remuneration of Auditors 10
For For Approve Continuation of Company as Investment Trust
11
For For Authorise Issue of Equity with Pre-emptive Rights
12
For For Authorise Issue of Equity without Pre-emptive Rights
13
For For Authorise Market Purchase of Ordinary Shares 14
For For Authorise the Company to Call General Meeting with Two Weeks' Notice
15
New World Development Co. Ltd.
Meeting Date: 11/21/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 17
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
New World Development Co. Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Elect Yeung Ping-Leung, Howard as Director 3a
For For Elect Ho Hau-Hay, Hamilton as Director 3b
For For Elect Lee Luen-Wai, John as Director 3c
For For Elect Ki Man-Fung, Leonie as Director 3d
For For Elect Cheng Chi-Heng as Director 3e
For For Authorize Board to Fix Remuneration of
Directors
3f
For For Approve PricewaterhouseCoopers as Auditor
and Authorize Board to Fix Their Remuneration
4
For For Authorize Repurchase of Issued Share Capital 5
Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
6
Voter Rationale: The share issuance limit is greater than 10 percent.
Against For Approve Grant of Options Under the Share Option Scheme
7
Voter Rationale: A vote AGAINST this resolution is warranted given the following reasons:- an absence of challenging performance criteria and meaningful vesting periods; and- the directors eligible to receive options under the scheme are involved in the administration of the scheme.
Oritani Financial Corp.
Meeting Date: 11/21/2017 Country: USA
Meeting Type: Annual Ticker: ORIT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director James J. Doyle, Jr. For Withhold
Voter Rationale: WITHHOLD votes are warranted for compensation committee members James Doyle and John Skelly, in light of the committee's failure to respond to shareholders' concerns following last year's low say on pay vote.
Withhold For Elect Director John J. Skelly, Jr. 1.2
Voter Rationale: WITHHOLD votes are warranted for compensation committee members James Doyle and John Skelly, in light of the committee's failure to respond to shareholders' concerns following last year's low say on pay vote.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Oritani Financial Corp. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Ratify Crowe Horwath LLP as Auditors 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: A vote AGAINST this proposal is warranted. The compensation committee did not make meaningful changes to the pay program to address shareholder concerns evidenced by last year's low say-on-pay support level. The short-term program continued for the fifth consecutive year to payout at maximum levels based on performance against non-rigorous goals. This has resulted in a marked pay-for-performance disconnect. Additionally, the executive pay program lacks long-term focus.
One Year One Year Advisory Vote on Say on Pay Frequency 4
Pan African Resources PLC
Meeting Date: 11/21/2017 Country: United Kingdom
Meeting Type: Annual Ticker: PAF
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Re-elect Rowan Smith as Director 3
For For Re-elect Keith Spencer as Director 4
For For Re-elect Hester Hickey as Member of the Audit
Committee
5
Against For Re-elect Keith Spencer as Member of the Audit
Committee
6
Voter Rationale: Non-independent NED and is a member of the Audit Committee
For For Re-elect Thabo Mosololi as Member of the Audit Committee
7
Against For Approve Remuneration Policy 8
Voter Rationale: Executive Directors are eligible to receive discretionary bonuses
Against For Approve Remuneration Implementation Report 9
Voter Rationale: Executive Directors are eligible to receive discretionary bonuses
For For Reappoint Deloitte LLP as Auditors and
Authorise Their Remuneration
10
For For Authorise Issue of Equity with Pre-emptive
Rights
11
For For Authorise Issue of Equity without Pre-emptive
Rights
12
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Pan African Resources PLC Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Market Purchase of Ordinary Shares 13
Tiso Blackstar Group SE
Meeting Date: 11/21/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TBGR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
Against For Re-elect Nkululeko Sowazi as Director 4
Voter Rationale: Lack of independence on the board.
For For Re-elect David Adomakoh as Director 5
For For Appoint Deloitte LLP and Deloitte & Touche (JSE Purpose Only) as Auditors
6
For For Authorise the Audit Committee to Fix Remuneration of Auditors
7
For For Authorise EU Political Donations and Expenditure
8
Against For Approve Waiver on Tender-Bid Requirement 9
Voter Rationale: Can give rise to creeping control which is not in shareholders interests.
For For Authorise Issue of Equity with Pre-emptive
Rights
10
For For Approve Remuneration Policy 11
For For Approve Implementation Report 12
For For Authorise Issue of Equity without Pre-emptive
Rights
13
For For Authorise Market Purchase of Ordinary Shares 14
Westar Energy, Inc.
Meeting Date: 11/21/2017 Country: USA
Meeting Type: Special Ticker: WR
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Westar Energy, Inc.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger Agreement For Against
Voter Rationale: We are not supportive of this merger
Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: We are not supportive of golden parachutes
Against For Adjourn Meeting 3
Voter Rationale: The proposal would allow the meeting to be adjourned for any reason
BanRegio Grupo Financiero S.A.B. de C.V.
Meeting Date: 11/22/2017 Country: Mexico
Meeting Type: Special Ticker: GFREGIO O
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Ratify Resolutions Adopted by EGM on April 29, 2016
For For
For For Approve Restructuring Plan 2
For For Approve Creation of New Subholding Company of Banregio Grupo Financiero SAB de CV in
Accordance with Restructuring Plan
3
For For Approve Absorption of BanRegio Grupo Financiero SAB de CV by Corporacion Gfregio SA
de CV
4
For For Approve Sole Responsibility Agreement of Banregio Grupo Financiero SAB de CV
5
For For Authorize Board to Ratify and Execute Approved Resolutions
6
China International Travel Service Corp. Ltd.
Meeting Date: 11/22/2017 Country: China
Meeting Type: Special Ticker: 601888
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
China International Travel Service Corp. Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Amendments to Articles of Association For Abstain
Voter Rationale: The Party Committee would have legitimate authority to significantly influence, and even override the board's decisions, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.
Against For Amend External Guarantee Management System 2
Voter Rationale: Lack of disclosure
For For Approve Appointment of 2017 Auditor 3
For For Approve Appointment of 2017 Internal Control Auditor
4
Corporacion Moctezuma S.A.B de C.V.
Meeting Date: 11/22/2017 Country: Mexico
Meeting Type: Special Ticker: CMOCTEZ *
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Cash Dividends of MXN 1 Per Share For For
For For Appoint Legal Representatives 2
F&C UK Real Estate Investments Limited
Meeting Date: 11/22/2017 Country: Guernsey
Meeting Type: Annual Ticker: FCRE
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Consolidated Financial Statements and
Statutory Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Approve Dividend Policy 4
For For Re-elect Vikram Lall as Director 5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
F&C UK Real Estate Investments Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Andrew Gulliford as Director 6
For For Re-elect David Ross as Director 7
For For Re-elect Mark Carpenter as Director 8
For For Re-elect Alexa Henderson as Director 9
For For Ratify PricewaterhouseCoopers CI LLP as
Auditors
10
For For Authorise Board to Fix Remuneration of Auditors 11
For For Authorise Issue of Equity without Pre-emptive
Rights
12
For For Authorise Market Purchase of Ordinary Shares 13
Finsbury Food Group plc
Meeting Date: 11/22/2017 Country: United Kingdom
Meeting Type: Annual Ticker: FIF
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Final Dividend 2
For For Elect Robert Beveridge as Director 3
For For Re-elect Stephen Boyd as Director 4
For For Re-elect Raymond Duignan as Director 5
For For Reappoint KPMG LLP as Auditors 6
For For Authorise Board to Fix Remuneration of Auditors 7
For For Authorise Issue of Equity with Pre-emptive Rights
8
For For Authorise Issue of Equity without Pre-emptive Rights
9
For For Authorise Market Purchase of Ordinary Shares 10
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Inari Amertron Berhad
Meeting Date: 11/22/2017 Country: Malaysia
Meeting Type: Annual Ticker: INARI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration of Directors For For
For For Elect Foo Kok Siew as Director 2
For For Elect Oh Seong Lye as Director 3
For For Elect Lau Kean Cheong as Director 4
For For Approve SJ Grant Thornton as Auditors and Authorize Board to Fix Their Remuneration
5
For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
6
For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party
Transactions
7
For For Authorize Share Repurchase Program 8
Mani Inc.
Meeting Date: 11/22/2017 Country: Japan
Meeting Type: Annual Ticker: 7730
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Matsutani, Kanji For For
For For Elect Director Matsutani, Masaaki 1.2
For For Elect Director Takai, Toshihide 1.3
For For Elect Director Sakai, Kiyoshi 1.4
For For Elect Director Masaki, Tomoko 1.5
For For Elect Director Morikawa, Michio 1.6
For For Elect Director Matsuda, Michiharu 1.7
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Mineral Resources Ltd.
Meeting Date: 11/22/2017 Country: Australia
Meeting Type: Annual Ticker: MIN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For Against
Voter Rationale: Excessive quantum
For For Elect Kelvin Flynn as Director 2
For For Elect Tim Roberts as Director 3
For For Elect Xi Xi as Director 4
Against Against Approve the Spill Resolution 5
Pantheon International Plc
Meeting Date: 11/22/2017 Country: United Kingdom
Meeting Type: Annual Ticker: PIN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
For For Re-elect Sir Laurie Magnus as Director 4
For For Re-elect Ian Barby as Director 5
For For Elect John Burgess as Director 6
For For Elect John Singer as Director 7
For For Re-elect Rhoddy Swire as Director 8
For For Reappoint Grant Thornton UK LLP as Auditors 9
For For Authorise the Audit Committee to Fix Remuneration of Auditors
10
For For Authorise Issue of Equity with Pre-emptive Rights
11
For For Authorise Issue of Equity without Pre-emptive Rights
12
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Pantheon International Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Market Purchase of Ordinary Shares
and Redeemable Shares
13
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
14
For For Approve Increase in the Maximum Aggregate
Annual Remuneration Payable to Directors
15
Rand Merchant Investment Holdings Limited
Meeting Date: 11/22/2017 Country: South Africa
Meeting Type: Annual Ticker: RMI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Re-elect Gerrit Ferreira as Director For For
For For Re-elect Sonja De Bruyn Sebotsa as Director 1.2
Against For Re-elect Jan Durand as Director 1.3
Voter Rationale: Overboarded
Against For Re-elect Patrick Goss as Director 1.4
Voter Rationale: Length of tenure compromises role as independent overseer of the board
For For Re-elect Obakeng Phetwe as Director 1.5
For For Approve Remuneration Policy 1
For For Approve Remuneration Implementation Report 2
For For Place Authorised but Unissued Shares under
Control of Directors
2
For For Authorise Board to Issue Shares for Cash 3
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Authorise Their Remuneration
4
Against For Re-elect Jan Dreyer as Member of the Audit and
Risk Committee
5.1
Voter Rationale: Length of tenure compromises role on key committee
For For Re-elect Sonja De Bruyn Sebotsa as Member of the Audit and Risk Committee
5.2
For For Re-elect Per-Erik Lagerstrom as Member of the Audit and Risk Committee
5.3
For For Approve Non-executive Directors' Remuneration 1
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Rand Merchant Investment Holdings Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Repurchase of Issued Share Capital 2
For For Authorise Issue of Shares or Options Pursuant
to a Reinvestment Option
3
Against For Approve Financial Assistance in Terms of
Sections 44 and 45 of the Companies Act
4
Voter Rationale: Proposals should be considered by shareholders on case by case basis
Against For Adopt New Memorandum of Incorporation 5
Voter Rationale: Proposed amendments allow company to proceed with certain corporate actions without obtaining prior shareholder approval
RMB Holdings Ltd
Meeting Date: 11/22/2017 Country: South Africa
Meeting Type: Annual Ticker: RMH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Re-elect Jannie Durand as Director For Against
Voter Rationale: Length of tenure compromises independence on a majority non-independent board
Against For Re-elect Peter Cooper as Director 1.2
Voter Rationale: Length of tenure compromises independence on a majority non-independent board
For For Re-elect Laurie Dippenaar as Director 1.3
For For Re-elect Per-Erik Lagerstrom as Director 1.4
For For Re-elect Murphy Morobe as Director 1.5
For For Place Authorised but Unissued Shares under
Control of Directors
2
For For Authorise Board to Issue Shares for Cash 3
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Authorise Their Remuneration
4
Against For Re-elect Jan Dreyer as Member of the Audit and
Risk Committee
5.1
Voter Rationale: Length of tenure compromises independence
For For Re-elect Sonja De Bruyn Sebotsa as Member of the Audit and Risk Committee
5.2
For For Re-elect Per-Erik Lagerstrom as Member of the Audit and Risk Committee
5.3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
RMB Holdings Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Non-executive Directors' Remuneration 1
For For Authorise Repurchase of Issued Share Capital 2
For For Authorise Issue of Shares or Options Pursuant
to a Reinvestment Option
3
Against For Approve Financial Assistance in Terms of
Sections 44 and 45 of the Companies Act
4
Voter Rationale: This proposal includes a general authority relating to the provision of financial assistance to Directors. Such proposals should be considered by shareholders on a specific rather than a general basis
Against For Adopt New Memorandum of Incorporation 5
Voter Rationale: The current provision which excludes Executive Directors from retiring by rotation is being maintained in the new MOI. The ability for shareholders to re-elect all directors on a regular basis is an important shareholder right.
Shopping Centres Australasia Property Group
Meeting Date: 11/22/2017 Country: Australia
Meeting Type: Annual Ticker: SCP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Remuneration Report For For
For For Elect Philip Marcus Clark AM as Director 2
For For Elect Philip Redmond as Director 3
For For Approve Issuance of Short Term Incentive
Rights to Anthony Mellowes
4
For For Approve Issuance of Long Term Incentive Rights
to Anthony Mellowes
5
For For Approve Issuance of Short Term Incentive
Rights to Mark Fleming
6
For For Approve Issuance of Long Term Incentive Rights
to Mark Fleming
7
Westgold Resources Ltd
Meeting Date: 11/22/2017 Country: Australia
Meeting Type: Annual Ticker: WGX
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Westgold Resources Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Adoption of the Remuneration
Report
For For
For For Elect Fiona Van Maanen as a Director 2
For For Elect Johannes Norregaard as a Director 3
For For Elect Peter Schwann as Director 4
Against For Approve Employee Share Option Plan 5
Voter Rationale: Non-executives are eligible to participate in the plan.
Against For Approve Grant of Options to Peter Cook 6
Voter Rationale: Vesting period is less than three years.
Against For Approve Grant of Options to Johannes Norregaard
7
Voter Rationale: Vesting period is less than three years.
For For Ratify the Past Issuance of Shares to Silver Lake
Resources Limited
8
For For Ratify the Past Issuance of Shares to Redland
Plains Pty Ltd.
9
For For Ratify the Past Issuance of Shares to Mining and
Civil Management Services Pty Ltd.
10
Wilson Bayly Holmes-Ovcon Ltd
Meeting Date: 11/22/2017 Country: South Africa
Meeting Type: Annual Ticker: WBO
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Reappoint BDO South Africa Inc as Auditors of the Company with Jeanie Roberts as the
Designated Auditor
For Against
Voter Rationale: Unable to make an informed decision due to a lack of disclosure re non-audit fees paid.
For For Re-elect Ross Gardiner as Director 2
Abstain For Re-elect Nomgando Matyumza as Chairperson
of the Audit Committee
3.1
Voter Rationale: Has since announced resignation from the board
For For Re-elect Ross Gardiner as Member of the Audit
Committee
3.2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Wilson Bayly Holmes-Ovcon Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Savannah Maziya as Member of the Audit
Committee
3.3
For For Approve Remuneration Policy 4
For For Approve Remuneration Policy and
Implementation Report
5
For For Place Authorised But Unissued Shares under
Control of Directors
6
For For Authorise Ratification of Approved Resolutions 7
For For Approve Remuneration of Non-executive
Directors
1
For For Approve Financial Assistance in Terms of
Sections 44 and 45 of the Companies Act
2
For For Authorise Repurchase of Issued Share Capital 3
Alviva Holdings Limited
Meeting Date: 11/23/2017 Country: South Africa
Meeting Type: Annual Ticker: AVV
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorise Repurchase of Issued Share Capital For For
For For Approve Financial Assistance in Terms of Section 44 of the Companies Act
2
For For Approve Financial Assistance in the Form of Guarantees to Absa Bank Limited
3
For For Approve Non-executive Director's Fees 4
For For Re-elect Seadimo Chaba as Director 1.1
For For Re-elect Ndumi Medupe as Chairperson of the Audit and Risk Committee
2.1
For For Re-elect Seadimo Chaba as Member of the Audit and Risk Committee
2.2
For For Reappoint SizweNtsalubaGobodo Incorporated as Auditors of the Company with Alex Philippou as the Designated Partner
3
For For Approve Remuneration Policy 4
For For Place Authorised but Unissued Shares under Control of Directors
5
For For Authorise Board to Issue Shares for Cash 6
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Alviva Holdings Limited Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Ratification of Approved Resolutions 7
Emirates REIT (CEIC) Limited
Meeting Date: 11/23/2017 Country: United Arab Emirates
Meeting Type: Special Ticker: REIT
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorize Issuance of Sukuk Trust Certificates For For
For For Approve Related Party Transactions in Respect to Issuance of Certificates
2
For For Authorize Purchase of Commodities In Line with Sharia Compliant Financing
3
Evolution Mining Ltd.
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: EVN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve the Remuneration Report None For
For For Elect Andrea Hall as Director 2
Against For Elect James (Jim) Askew as Director 3
Voter Rationale: Overboarded.
For For Elect Thomas McKeith as Director 4
For For Approve the Issuance of Performance Rights to
Jacob (Jake) Klein
5
For For Approve the Issuance of Performance Rights to
Lawrence (Lawrie) Conway
6
For For Approve the Employee Share Option and
Performance Rights Plan
7
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Harmony Gold Mining Company Ltd
Meeting Date: 11/23/2017 Country: South Africa
Meeting Type: Annual Ticker: HAR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Peter Steenkamp as Director For For
For For Re-elect Mavuso Msimang as Director 2
For For Re-elect John Wetton as Director 3
For For Re-elect Ken Dicks as Director 4
For For Re-elect Simo Lushaba as Director 5
For For Re-elect John Wetton as Member of the Audit and Risk Committee
6
For For Re-elect Fikile De Buck as Member of the Audit and Risk Committee
7
For For Re-elect Simo Lushaba as Member of the Audit and Risk Committee
8
For For Re-elect Modise Motloba as Member of the Audit and Risk Committee
9
For For Re-elect Karabo Nondumo as Member of the Audit and Risk Committee
10
For For Reappoint PricewaterhouseCoopers Incorporated as Auditors of the Company
11
For For Approve Remuneration Policy 12
For For Approve Implementation Report 13
Against For Place Authorised but Unissued Shares under Control of Directors
14
Voter Rationale: The proposed authority could result in significant levels of dilution and would give the Board the ability to make significant decisions that ought to be presented for specific shareholder approval.
For For Authorise Board to Issue Shares for Cash 15
For For Approve Financial Assistance in Terms of Section 45 of the Companies Act
16
For For Approve Non-Executive Directors' Remuneration 17
For For Approve Once-Off Remuneration to Non-Executive Directors
18
Harmony Gold Mining Company Ltd
Meeting Date: 11/23/2017 Country: South Africa
Meeting Type: Annual Ticker: HAR
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Harmony Gold Mining Company Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Peter Steenkamp as Director For For
For For Re-elect Mavuso Msimang as Director 2
For For Re-elect John Wetton as Director 3
For For Re-elect Ken Dicks as Director 4
For For Re-elect Simo Lushaba as Director 5
For For Re-elect John Wetton as Member of the Audit
and Risk Committee
6
For For Re-elect Fikile De Buck as Member of the Audit
and Risk Committee
7
For For Re-elect Simo Lushaba as Member of the Audit
and Risk Committee
8
For For Re-elect Modise Motloba as Member of the
Audit and Risk Committee
9
For For Re-elect Karabo Nondumo as Member of the
Audit and Risk Committee
10
For For Reappoint PricewaterhouseCoopers
Incorporated as Auditors of the Company
11
For For Approve Remuneration Policy 12
For For Approve Implementation Report 13
Against For Place Authorised but Unissued Shares under
Control of Directors
14
Voter Rationale: The proposed authority could result in significant levels of dilution and would give the Board the ability to make significant decisions that ought to be presented for specific shareholder approval.
For For Authorise Board to Issue Shares for Cash 15
For For Approve Financial Assistance in Terms of
Section 45 of the Companies Act
1
For For Approve Non-Executive Directors' Remuneration 2
For For Approve Once-Off Remuneration to
Non-Executive Directors
3
IOOF Holdings Ltd.
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: IFL
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
IOOF Holdings Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect George Venardos as Director For For
Against For Elect Jane Harvey as Director 2b
Voter Rationale: Lack of independence on the nomination committee.
For For Approve Remuneration Report 3
For For Approve the Grant of Performance Rights to Christopher Kelaher
4
For For Ratify the Past Issuance of Shares to Professional and Sophisticated Investors
5
New Century Healthcare Holding Co. Limited
Meeting Date: 11/23/2017 Country: Cayman Islands
Meeting Type: Special Ticker: 1518
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve VIE Acquisition Agreement, VIE Contracts, Annual Caps and Related Transactions
For For
Qingdao Haier Co., Ltd.
Meeting Date: 11/23/2017 Country: China
Meeting Type: Special Ticker: 600690
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Company's Eligibility for Issuance of Convertible Bonds
For For
For For Approve Plan on Issuance of Convertible Bonds 2
For For Approve Issue Type 2.1
For For Approve Issue Scale 2.2
For For Approve Par Value and Issue Price 2.3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Qingdao Haier Co., Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Bond Maturity 2.4
For For Approve Interest Rate 2.5
For For Approve Debt Repayment Period and Manner 2.6
For For Approve Conversion Period 2.7
For For Approve Method of Determination and
Adjustment of Conversion Price
2.8
For For Approve Terms for Downward Adjustment of
Conversion Price
2.9
For For Approve Determination of Conversion of Shares 2.10
For For Approve Terms of Redemption 2.11
For For Approve Terms of Sell-Back 2.12
For For Approve Dividend Distribution Post Conversion 2.13
For For Approve Issue Manner and Target Subscriber 2.14
For For Approve Placing Arrangement for Shareholders 2.15
For For Approve Matters Relating to Meetings of Bond
Holders
2.16
For For Approve Raised Funds Investment of CNY
2,101,500,000
2.17
For For Approve Raised Funds Investment of CNY
977,750,000
2.18
For For Approve Raised Funds Investment of CNY
468,090,000
2.19
For For Approve Raised Funds Investment of CNY
450,880,000
2.20
For For Approve Raised Funds Investment of CNY
1,641,760,000
2.21
For For Approve Guarantee Matters 2.22
For For Approve Deposit Management of Raised Funds 2.23
For For Approve Resolution Validity Period 2.24
For For Approve Plan for Convertible Bonds Issuance 3
For For Approve Feasibility Analysis Report on the Use
of Proceeds
4
For For Approve Consumer Upgrades Ice and Other Production Line Intelligent Manufacturing Upgrade Expansion Project
4.1
For For Approve Kitchen Electric and Power Capacity
Project
4.2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Qingdao Haier Co., Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Overseas Emerging Market
Manufacturing Base Construction Project
4.3
For For Approve COSMOPlat Industrial Interconnection
Project
4.4
For For Approve Repayment of Debts 4.5
For For Approve Report on the Usage of Previously
Raised Funds
5
For For Approve Impact of Dilution of Current Returns on Major Financial Indicators and the Relevant Measures to be Taken
6
For For Approve Authorization of Board to Handle All
Related Matters
7
For For Approve Shareholder Returns for the Next Three
Years
8
For For Approve Bond Holder Meeting Principles 9
For For Approve 2017 Related Party Transaction 10
Regis Resources Ltd.
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: RRL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
For For Elect Fiona Morgan as Director 2
For For Elect Ross Kestel as Director 3
Against For Approve Share Option Plan 4
Voter Rationale: Vesting period is less than three years as well as accelerated vesting on a change in control.
For For Approve the Grant of Performance Rights to Mark Clark
5
For For Approve the Grant of Performance Rights to Paul Thomas
6
For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors
7
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Saracen Mineral Holdings Ltd.
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: SAR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Roric Smith as Director For For
For For Elect Samantha Tough as Director 2
Against For Approve Remuneration Report 3
Voter Rationale: Board discretion accounts for 25% of the bonus as well as backwards disclosure on STI targets.
Against None Approve Long Term Incentive Plan 4
Voter Rationale: Lack of disclosure.
For For Approve Issuance of Performance Rights to
Raleigh Finlayson
5
South32 Limited
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: S32
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2a Elect Frank Cooper as Director For For
For For Elect Ntombifuthi (Futhi) Mtoba as Director 2b
For For Elect Xiaoling Liu as Director 3a
For For Elect Karen Wood as Director 3b
For For Approve Remuneration Report 4
For For Approve the Grant of Awards to Graham Kerr 5
For For Approve Renewal of Proportional Takeover Provisions
6
Woolworths Ltd.
Meeting Date: 11/23/2017 Country: Australia
Meeting Type: Annual Ticker: WOW
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Woolworths Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Jillian Broadbent as Director For For
Against Against Elect Susan Rennie as Director 2b
Voter Rationale: The current Board has a good skills matrix.
For For Elect Scott Perkins as Director 2c
For For Approve Remuneration Report 3
For For Approve FY18 LTI Grant to Bradford Banducci 4
For For Approve Approach to Termination of Benefits 5
For For Approve the Change of Company Name to Woolworths Group Limited
6
Against Against Amend Company's Constitution 7a
Voter Rationale: The proposal asks to amend the company constitution to require directors to provide more disclosure around human rights. We support more transparency on human rights, especially in light of increasing regulation on this topic. However, changing a company's constitution to force the company to report on single issues undermines our approach to engagement.
Against Against Approve Human Rights Reporting 7b
Voter Rationale: The resolution lists a number of reporting requirements concerning the company's human rights practices. Given that the retailer already discloses information about its practcies and is already participating in the governement's consultation on a potential modern slavery act, we do not support the prescriptive reporting format sought by the resolution's proponent.
AcadeMedia AB
Meeting Date: 11/24/2017 Country: Sweden
Meeting Type: Annual Ticker: ACAD
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Chairman of Meeting For For
For For Prepare and Approve List of Shareholders 3
For For Approve Agenda of Meeting 4
For For Designate Inspector(s) of Minutes of Meeting 5
For For Acknowledge Proper Convening of Meeting 6
For For Accept Financial Statements and Statutory Reports
9
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
AcadeMedia AB Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Allocation of Income and Omission of
Dividends
10
For For Approve Discharge of Board and President 11
For For Determine Number of Members (7) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)
12
For For Approve Remuneration of Directors in the Aggregate Amount of SEK 2.5 Million; Approve Remuneration of Auditors
13
For For Reelect Silvija Seres and Anders Bülow as Directors; Elect Anki Bystedt, Johan Andersson, Thomas Berglund, Pia Rudengren and Håkan Sörman as New Directors; Ratify
PricewaterhouseCoopers as Auditors
14
For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
15
For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
16
For For Approve Share Matching Plan; Approve Issuance
and Transfer of Shares to Participants
17a
For For Approve Issuance, Acquisition and Transfer of Share to Participants under the Share Matching Plan
17b
Against For Approve Alternative Equity Swap Agreement for
Funding of the Share Matching Plan
17c
Voter Rationale: Would allow for an alternative funding of the plan if the first funding proposal failed to reach majority.
For For Approve Stock Option Plan for Key Employees 18
For For Approve Issuance of Shares of up to 5 Percent
of Share Capital without Preemptive Rights
19
For For Approve Creation of Pool of Capital with
Preemptive Rights
20
Assore Ltd
Meeting Date: 11/24/2017 Country: South Africa
Meeting Type: Annual Ticker: ASR
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Assore Ltd
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Delight Aitken as Director For For
For For Re-elect Ed Southey as Director 2
For For Re-elect Bill Urmson as Director 3
For For Re-elect Ed Southey as Chairman of the Audit
and Risk Committee
4
For For Re-elect Bill Urmson as Member of the Audit
and Risk Committee
5
For For Re-elect Sydney Mhlarhi as Member of the Audit
and Risk Committee
6
Against For Approve Remuneration Policy 1
Voter Rationale: Lack of disclosure
Against For Approve Implementation Plan 2
Voter Rationale: Lack of disclosure
For For Approve Financial Assistance in Terms of Section 45 of the Companies Act
1
Ferreycorp SAA
Meeting Date: 11/24/2017 Country: Peru
Meeting Type: Special Ticker: FERREYC1
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Reduction in Share Capital via Amortization of Treasury Shares
For For
For For Amend Article 5 and Appoint Legal
Representative
2
JPMorgan Emerging Markets Investment Trust plc
Meeting Date: 11/24/2017 Country: United Kingdom
Meeting Type: Annual Ticker: JMG
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JPMorgan Emerging Markets Investment Trust plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Approve Final Dividend 4
For For Re-elect Sarah Arkle as Director 5
For For Re-elect Anatole Kaletsky as Director 6
For For Re-elect Richard Laing as Director 7
For For Elect Ruary Neill as Director 8
For For Re-elect Andrew Page as Director 9
For For Reappoint PricewaterhouseCoopers LLP as
Auditors and Authorise Their Remuneration
10
For For Approve Continuation of Company as
Investment Trust
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
For For Authorise Issue of Equity without Pre-emptive
Rights
13
For For Authorise Market Purchase of Ordinary Shares 14
Kathmandu Holdings Ltd.
Meeting Date: 11/24/2017 Country: New Zealand
Meeting Type: Annual Ticker: KMD
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2a Elect John Harvey as Director For For
For For Elect Philip Bowman as Director 2b
For For Elect Brent Scrimshaw as Director 2c
For For Authorize Board to Fix Remuneration of the Auditors
3
For For Approve the Grant of Performance Rights to Xavier Simonet
4
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
MMI Holdings Ltd
Meeting Date: 11/24/2017 Country: South Africa
Meeting Type: Annual Ticker: MMI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Stephen Jurisich as Director For For
For For Re-elect Fatima Jakoet as Director 2.1
For For Re-elect Johnson Njeke as Director 2.2
For For Re-elect Niel Krige as Director 2.3
For For Re-elect Vuyisa Nkonyeni as Director 2.4
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with Andrew Taylor as
the Designated Audit Partner
3
For For Re-elect Frans Truter as Member of the Audit Committee
4.1
For For Re-elect Syd Muller as Member of the Audit Committee
4.2
For For Re-elect Fatima Jakoet as Member of the Audit Committee
4.3
For For Re-elect Louis von Zeuner as Member of the Audit Committee
4.4
Against For Approve Remuneration Policy 5
Voter Rationale: We are not supportive of retirement bonuses
For For Authorise Ratification of Approved Resolutions 6
For For Approve Non-Executive Directors' Fees 1.1
For For Approve Fees of Chairman and Deputy
Chairman
1.2
Against For Approve Financial Assistance in Terms of
Section 44 of the Companies Act
2
Voter Rationale: The Company seeks an authority to provide financial assistance to any person in connection with the subscription of options or securities issued or to be issued by the Company, or in relation to the purchase of securities. This is a broader authority than what many shareholders may prefer to approve in advance.
For For Approve Financial Assistance in Terms of Section 45 of the Companies Act
3
Against For Authorise Repurchase of Issued Share Capital 4
Voter Rationale: Over 10%
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Myer Holdings Ltd.
Meeting Date: 11/24/2017 Country: Australia
Meeting Type: Annual Ticker: MYR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
3a Elect JoAnne Stephenson as Director For For
For For Elect Garry Hounsell as Director 3b
For For Elect Julie Ann Morrison as Director 3c
For For Approve the Remuneration Report 4
For For Approve the Grant of Performance Rights to Richard Umbers
5
For For Approve the Amendments to the Company's Constitution
6
For For Approve Renewal of Proportional Takeover Provisions in the Constitution
7
Origin Enterprises Plc
Meeting Date: 11/24/2017 Country: Ireland
Meeting Type: Annual Ticker: OIZ
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Re-elect Declan Giblin as Director 3a
For For Re-elect Kate Allum as Director 3b
For For Re-elect Gary Britton as Director 3c
For For Authorise Board to Fix Remuneration of Auditors 4
For For Approve Remuneration Report 5
For For Authorise Issue of Equity with Pre-emptive
Rights
6
For For Authorise Issue of Equity without Pre-emptive
Rights
7a
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Origin Enterprises Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
7b
For For Authorise Market Purchase and Overseas Market
Purchase of Shares
8a
For For Determine Price Range at which Treasury
Shares May be Re-issued Off-Market
8b
Perseus Mining Limited
Meeting Date: 11/24/2017 Country: Australia
Meeting Type: Annual Ticker: PRU
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For Against
Voter Rationale: Lack of disclosure on performance targets as well as accelerated vesting on a change in control.
For For Elect Sean Harvey as Director 2
Against For Elect Michael Bohm as Director 3
Voter Rationale: Voted against remuneration two years running.
For For Elect Sally-Anne Layman as Director 4
For For Approve Performance Rights Plan 5
For For Approve Issuance of Performance Rights to
Jeffery Quartermaine
6
For For Approve Issuance of Performance Rights to
Colin Carson
7
For For Appoint PricewaterhouseCoopers as Auditor of
the Company
8
Be Heard Group plc
Meeting Date: 11/27/2017 Country: United Kingdom
Meeting Type: Special Ticker: MITH
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Be Heard Group plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorise Issue of Equity in Connection to the
Placing and Acquisition
For For
For For Authorise Issue of Equity with Pre-emptive
Rights
2
For For Authorise Issue of Equity without Pre-emptive
Rights
3
Cashbuild Limited
Meeting Date: 11/27/2017 Country: South Africa
Meeting Type: Annual Ticker: CSB
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Auditors' Report For For
For For Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017
2
For For Re-elect Stefan Fourie as Director 3
For For Re-elect Alistair Knock as Director 4
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with I Buys as the
Audit Partner
5
For For Re-elect Nomahlubi Simamane as Member of the Audit and Risk Committee
6.1
For For Re-elect Dr Simo Lushaba as Member of the Audit and Risk Committee
6.2
For For Re-elect Hester Hickey as Member of the Audit and Risk Committee
6.3
For For Approve Remuneration Policy 7
For For Approve Implementation of the Remuneration Policy
8
For For Approve Remuneration of Non-Executive Directors
9
For For Approve Financial Assistance in Terms of Section 45 of the Companies Act
10
For For Amend Memorandum of Incorporation 11
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JAPAN RETAIL FUND INVESTMENT CORP.
Meeting Date: 11/27/2017 Country: Japan
Meeting Type: Special Ticker: 8953
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Articles to Make Technical Changes For For
For For Elect Executive Director Namba, Shuichi 2
For For Elect Supervisory Director Nishida, Masahiko 3.1
For For Elect Supervisory Director Usuki, Masaharu 3.2
For For Elect Alternate Executive Director Araki, Keita 4.1
For For Elect Alternate Executive Director Kimoto, Seiji 4.2
For For Elect Alternate Supervisory Director Murayama, Shuhei
5
JPMorgan Global Emerging Markets Income Trust plc
Meeting Date: 11/27/2017 Country: United Kingdom
Meeting Type: Annual Ticker: JEMI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Re-elect Andrew Hutton as Director 4
For For Re-elect Sarah Fromson as Director 5
For For Re-elect Richard Robinson as Director 6
For For Re-elect Caroline Gulliver as Director 7
For For Reappoint Ernst & Young LLP as Auditors and
Authorise Their Remuneration
8
For For Authorise Issue of Equity with Pre-emptive
Rights
9
For For Authorise Issue of Equity without Pre-emptive
Rights
10
For For Authorise Market Purchase of Ordinary Shares 11
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
JPMorgan Global Emerging Markets Income Trust plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Adopt New Articles of Association 12
Karex Berhad
Meeting Date: 11/27/2017 Country: Malaysia
Meeting Type: Annual Ticker: KAREX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Law Ngee Song as Director For For
For For Elect Arshad Bin Ayub as Director 2
For For Elect Ong Eng Long @ Ong Siew Chuan as Director
3
Against For Elect Goh Yen Yen as Director 4
Voter Rationale: Executive member of remuneration committee
For For Approve Directors' Fees 5
For For Approve Directors' Benefits (Excluding Directors' Fees)
6
For For Approve Final Dividend 7
For For Approve KPMG PLT as Auditors and Authorize Board to Fix Their Remuneration
8
For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
9
Troy Resources Limited
Meeting Date: 11/27/2017 Country: Australia
Meeting Type: Annual Ticker: TRY
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Peter A Stern as Director For For
Against For Approve the Remuneration Report 2
Voter Rationale: The minimum vesting period is less than three years.
For For Approve Issuance of Shares to Professional and Sophisticated Investors
3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
China Telecom Corporation Ltd
Meeting Date: 11/28/2017 Country: China
Meeting Type: Special Ticker: 728
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Liu Aili as Director, Approve His Service Contract, and Authorize Board to Fix His
Remuneration
For For
Clinigen Group Plc
Meeting Date: 11/28/2017 Country: United Kingdom
Meeting Type: Annual Ticker: CLIN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Elect Chris Rigg as Director 3
For For Re-elect Ian Nicholson as Director 4
For For Re-elect Martin Abell as Director 5
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
6
For For Authorise Board to Fix Remuneration of Auditors 7
For For Authorise Political Donations and Expenditure 8
For For Authorise Issue of Equity with Pre-emptive
Rights
9
For For Authorise Issue of Equity without Pre-emptive
Rights
10
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Capital investment
11
Collection House Ltd.
Meeting Date: 11/28/2017 Country: Australia
Meeting Type: Annual Ticker: CLH
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Collection House Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
For For Elect Michael Knox as Director 2
For For Elect Kerry John Daly as Director 3
Against Against Remove Philip Hennessy as Director 4
Ferguson PLC
Meeting Date: 11/28/2017 Country: United Kingdom
Meeting Type: Annual Ticker: FERG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Elect Kevin Murphy as Director 4
For For Elect Michael Powell as Director 5
For For Elect Nadia Shouraboura as Director 6
For For Re-elect Tessa Bamford as Director 7
For For Re-elect John Daly as Director 8
For For Re-elect Gareth Davis as Director 9
For For Re-elect Pilar Lopez as Director 10
For For Re-elect John Martin as Director 11
For For Re-elect Alan Murray as Director 12
For For Re-elect Darren Shapland as Director 13
For For Re-elect Jacqueline Simmonds as Director 14
For For Reappoint Deloitte LLP as Auditors 15
For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
For For Authorise EU Political Donations and Expenditure
17
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Ferguson PLC Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity with Pre-emptive
Rights
18
For For Authorise Issue of Equity without Pre-emptive
Rights
19
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
20
For For Authorise Market Purchase of Ordinary Shares 21
PT Astra International Tbk
Meeting Date: 11/28/2017 Country: Indonesia
Meeting Type: Special Ticker: ASII
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Sri Indrastuti Hadiputranto as Commisonner
For For
Sistema PJSFC
Meeting Date: 11/28/2017 Country: Russia
Meeting Type: Special Ticker: AFKS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Interim Dividends for First Nine Months
of Fiscal 2017 For For
Trinseo S.A.
Meeting Date: 11/28/2017 Country: Luxembourg
Meeting Type: Special Ticker: TSE
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Henri Steinmetz For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Woolworths Holdings Ltd
Meeting Date: 11/28/2017 Country: South Africa
Meeting Type: Annual Ticker: WHL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Re-elect Zarina Bassa as Director For For
For For Re-elect Hubert Brody as Director 1.2
For For Re-elect Nombulelo Moholi as Director 1.3
For For Re-elect Sam Ngumeni as Director 1.4
For For Elect John Dixon as Director 2
For For Reappoint Ernst & Young Inc as Auditors of the Company
3
For For Re-elect Patrick Allaway as Member of the Audit Committee
4.1
For For Re-elect Zarina Bassa as Member of the Audit Committee
4.2
For For Re-elect Hubert Brody as Member of the Audit Committee
4.3
For For Re-elect Andrew Higginson as Member of the Audit Committee
4.4
Against For Approve Remuneration Policy 5
Voter Rationale: Increase in pay despite decrease in TSR and financial performance not making targets - too much salary is fixed
Against For Approve Implementation Report 6
Voter Rationale: Increase in pay despite decrease in TSR and financial performance not making targets - too much salary is fixed
For For Approve the Value-Added Tax Paid or Payable by
the Non-executive Directors on Their Fees
7.1
For For Approve Non-executive Directors' Fees for the Period 1 January to 31 December 2018
7.2
For For Adopt Memorandum of Incorporation 8
For For Authorise Repurchase of Issued Share Capital 9
For For Approve Financial Assistance to Related or Inter-related Companies
10
For For Approve Issuance of Shares or Options and Grant Financial Assistance in Terms of the Company's Share-Based Incentive Schemes
11
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Cromwell Property Group
Meeting Date: 11/29/2017 Country: Australia
Meeting Type: Annual/Special Ticker: CMW
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Geoffrey Levy as Director For For
For For Elect Andrew Konig as Director 3
For For Elect Jane Tongs as Director 4
For For Elect Leon Blitz as Director 5
Against For Approve Remuneration Report 6
Voter Rationale: Pay for performance misalignment and high quantum.
Industrial and Commercial Bank of China Limited
Meeting Date: 11/29/2017 Country: China
Meeting Type: Special Ticker: 1398
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration of Directors and Supervisors for 2016
For For
For For Elect Anthony Francis Neoh as Director 2
For For Amend Rules and Procedures Regarding General Meetings of Shareholders
3
Abstain For Amend Rules and Procedures Regarding Meetings of Board of Directors
4
Voter Rationale: Would grant the Party Committee with legitimate authority to assert disproportionate influence over the board and its committees, and expose shareholders to governance risks
For For Amend Rules and Procedures Regarding Meetings of Board of Supervisors
5
Microsoft Corporation
Meeting Date: 11/29/2017 Country: USA
Meeting Type: Annual Ticker: MSFT
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Microsoft Corporation
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William H. Gates, III For For
For For Elect Director Reid G. Hoffman 1.2
For For Elect Director Hugh F. Johnston 1.3
For For Elect Director Teri L. List-Stoll 1.4
For For Elect Director Satya Nadella 1.5
For For Elect Director Charles H. Noski 1.6
For For Elect Director Helmut Panke 1.7
For For Elect Director Sandra E. Peterson 1.8
For For Elect Director Penny S. Pritzker 1.9
For For Elect Director Charles W. Scharf 1.10
For For Elect Director Arne M. Sorenson 1.11
For For Elect Director John W. Stanton 1.12
For For Elect Director John W. Thompson 1.13
For For Elect Director Padmasree Warrior 1.14
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: The minimum vesting period is less than three years.
One Year One Year Advisory Vote on Say on Pay Frequency 3
For For Ratify Deloitte & Touche LLP as Auditors 4
For For Amend Executive Incentive Bonus Plan 5
Against For Approve Omnibus Stock Plan 6
Voter Rationale: The minimum vesting period is less than three years.
PT Tambang Batubara Bukit Asam Tbk
Meeting Date: 11/29/2017 Country: Indonesia
Meeting Type: Special Ticker: PTBA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles of Association For Against
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
PT Tambang Batubara Bukit Asam Tbk Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Lack of information
For For Approve Stock Split 2
For For Approve Resignation of Arie Prabowo Ariotedjo
as Director
3
Sandfire Resources NL
Meeting Date: 11/29/2017 Country: Australia
Meeting Type: Annual Ticker: SFR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve the Remuneration Report For For
For For Elect Dr Roric Smith as Director 2
Against For Elect Derek La Ferla as Director 3
Voter Rationale: Overboarded.
For For Approve the Grant of Performance Rights to Karl
M Simich
4
SANYO HOUSING NAGOYA CO. LTD.
Meeting Date: 11/29/2017 Country: Japan
Meeting Type: Annual Ticker: 8904
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Miyazaki, Soichi For For
For For Elect Director Sawada, Yasunari 1.2
For For Elect Director Mito, Naoki 1.3
For For Elect Director Kohara, Noboru 1.4
For For Elect Director Omori, Takaharu 1.5
For For Elect Director Miyazaki, Takuya 1.6
For For Elect Director Ori, Takashi 1.7
For For Elect Director Endo, Akikazu 1.8
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
SANYO HOUSING NAGOYA CO. LTD. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Appoint Statutory Auditor Nakamura, Masahiro 2.1
For For Appoint Statutory Auditor Amano, Kageharu 2.2
Against For Approve Director Retirement Bonus 3
Voter Rationale: The bonus amount is not disclosed.
Seek Ltd.
Meeting Date: 11/29/2017 Country: Australia
Meeting Type: Annual Ticker: SEK
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Approve the Remuneration Report For Against
Voter Rationale: No performance conditions in equity rights award and the LTI is based on a cliff vesting performance criteria.
For For Elect Neil Chatfield as Director 3a
For For Elect Julie Fahey as Director 3b
For For Elect Vanessa Wallace as Director 3c
For For Adopt New Constitution 4
Against For Approve the Grant of Equity Right to Andrew
Bassat
5
Voter Rationale: No performance conditions attached.
Against For Approve the Grant of LTI Rights to Andrew Bassat
6
Voter Rationale: Cliff vesting applies meaning full vesting will occur if the average growth rate is achieved.
Shimachu Co. Ltd.
Meeting Date: 11/29/2017 Country: Japan
Meeting Type: Annual Ticker: 8184
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 40
For For
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Shimachu Co. Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Okano, Takaaki 2.1
For For Elect Director Kushida, Shigeyuki 2.2
For For Elect Director Oshima, Koichiro 2.3
For For Elect Director Hosokawa, Tadahiro 2.4
For For Elect Director Orimoto, Kazuya 2.5
For For Elect Director Ebihara, Yumi 2.6
For For Elect Director and Audit Committee Member
Demura, Toshifumi
3.1
For For Elect Director and Audit Committee Member
Tajima, Koji
3.2
For For Elect Director and Audit Committee Member
Yamaguchi, Hiro
3.3
For For Elect Director and Audit Committee Member
Kubomura, Yasushi
3.4
ST Barbara Ltd.
Meeting Date: 11/29/2017 Country: Australia
Meeting Type: Annual Ticker: SBM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Remuneration Report For Against
Voter Rationale: Retests of the LTI are permitted.
For For Elect Tim Netscher as Director 2
Against For Approve Issuance of Performance Rights to Robert (Bob) Vassie
3
Voter Rationale: Retests are permitted.
Warpaint London PLC
Meeting Date: 11/29/2017 Country: United Kingdom
Meeting Type: Special Ticker: W7L
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Warpaint London PLC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorise Issue of Equity in Connection to the
Placing and Acquisition
For For
For For Authorise Issue of Equity without Pre-emptive Rights in Connection to the Placing and Acquisition
2
Akzo Nobel NV
Meeting Date: 11/30/2017 Country: Netherlands
Meeting Type: Special Ticker: AKZA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect M.J. de Vries to Management Board For For
For For Elect P.W. Thomas to Supervisory Board 2a
For For Elect S.M Clark to Supervisory Board 2b
For For Elect M. Jaski to Supervisory Board 2c
For For Approve Spin-Off with Specialty Chemicals Business
3
Bank of Queensland Ltd
Meeting Date: 11/30/2017 Country: Australia
Meeting Type: Annual Ticker: BOQ
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Roger Davis as Director For For
For For Elect Michelle Tredenick as Director 2b
For For Elect Margaret Seale as Director 2c
For For Elect Bruce Carter as Director 2d
For For Approve the Grant of Performance Award Rights
to Jon Earle Sutton
3
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Bank of Queensland Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Issuance of Plan Shares Under the
BOQ Employee Share Plan
4
For For Approve Issuance of Restricted Shares Under
the BOQ Restricted Share Plan
5
For For Approve Issuance of Award Rights Under the
BOQ Award Rights Plan
6
For For Approve the First Selective Buy-Back Scheme
in Relation to the Convertible Preference Shares
7a
For For Approve the Second Selective Buy-Back Scheme
in Relation to the Convertible Preference Shares
7b
For For Approve the Remuneration Report 8
China CITIC Bank Corporation Ltd.
Meeting Date: 11/30/2017 Country: China
Meeting Type: Special Ticker: 998
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Rules of Procedure for General Meetings of Shareholders
For For
For For Amend Rules of Procedures for the Board of Supervisors
2
For For Approve Caps for Asset Transfer with CITIC Group and Its Associates for the Years 2018-2020
3.1
For For Approve Caps for Wealth Management and Investment Services with CITIC Group and Its Associates for the Years 2018-2020
3.2
For For Approve Caps for Credit Extension with CITIC Group and Its Associates for the Years 2018-2020
3.3
For For Approve Caps for Credit Extension with Xinhu Zhongbao and Its Associates for the Years 2018-2020
3.4
For For Approve Caps for Credit Extension with China Tobacco and Its Associates for the Years 2018-2020
3.5
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
China CITIC Bank Corporation Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Abstain For Approve Amendments to Articles of Association 4
Voter Rationale: The proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks
For For Approve Issuance of Tier-Two Capital Bonds 5
Fast Retailing
Meeting Date: 11/30/2017 Country: Japan
Meeting Type: Annual Ticker: 9983
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Yanai, Tadashi For For
For For Elect Director Hambayashi, Toru 1.2
For For Elect Director Hattori, Nobumichi 1.3
For For Elect Director Murayama, Toru 1.4
For For Elect Director Shintaku, Masaaki 1.5
For For Elect Director Nawa, Takashi 1.6
For For Appoint Deloitte Touche Tohmatsu LLC as New
External Audit Firm
2
FirstRand Ltd
Meeting Date: 11/30/2017 Country: South Africa
Meeting Type: Annual Ticker: FSR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Re-elect Pat Goss as Director For Against
Voter Rationale: length of tenure compromises his position as Lead Independent director as well as role on key committees
Against For Re-elect Paul Harris as Director 1.2
Voter Rationale: Paul Harris and Herman Bosman are non-independent NEDs who serve as members of a Board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority on the Board increases the potential for the Board to be unable to effectively oversee the executive management of the Company.
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
FirstRand Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Russell Loubser as Director 1.3
For For Re-elect Tandi Nzimande as Director 1.4
For For Elect Thandie Mashego as Director 1.5
Against For Elect Herman Bosman as Director 1.6
Voter Rationale: Paul Harris and Herman Bosman are non-independent NEDs who serve as members of a Board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority on the Board increases the potential for the Board to be unable to effectively oversee the executive management of the Company.
For For Reappoint Deloitte & Touche as Auditors of the Company
2.1
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company
2.2
Against For Approve Remuneration Policy 1
Voter Rationale: Lack of disclosure and one-off and cash-settled LTEMRS cash awards converted into participation awards made at a significant discount to the market price on grant date
Against For Approve Remuneration Implementation Report 2
Voter Rationale: Lack of disclosure and one-off and cash-settled LTEMRS cash awards converted into participation awards made at a significant discount to the market price on grant date
For For Place Authorised but Unissued Ordinary Shares under Control of Directors
3
For For Authorise Board to Issue Shares for Cash 4
For For Authorise Ratification of Approved Resolutions 5
For For Authorise Repurchase of Issued Share Capital 1
For For Approve Financial Assistance to Directors and Prescribed Officers as Employee Share Scheme Beneficiaries
2.1
For For Approve Financial Assistance to Related and Inter-related Entities
2.2
For For Approve Remuneration of Non-executive Directors
3
Grand Korea Leisure Co. Ltd.
Meeting Date: 11/30/2017 Country: South Korea
Meeting Type: Special Ticker: A114090
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Grand Korea Leisure Co. Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Remove Lee Gi-woo from Inside Director
(Non-contentious)
For For
Harel Insurance Investments & Financial Services Ltd.
Meeting Date: 11/30/2017 Country: Israel
Meeting Type: Special Ticker: HARL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Reelect Israel Gilead as External Director For For
For For Elect Miri Sharir Lent as External Director 1.2
For For Ratify Amended Compensation Policy for the Directors and Officers
2
For For Approve Employment Terms of Yair Hamburger, Chairman
3
For For Approve Employment Terms of Gideon Hamburger, Director
4
For For Approve Employment Terms of Joav Tzvi Manor, Director
5
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Voter Rationale: Administrative
Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Voter Rationale: Administrative
Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Voter Rationale: Administrative
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Harel Insurance Investments & Financial Services Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
B3
JPMorgan Global Convertibles Income Fund Limited
Meeting Date: 11/30/2017 Country: Guernsey
Meeting Type: Annual Ticker: JGCI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Elect Gailina Liew as Director 4
For For Re-elect Simon Miller as Director 5
For For Re-elect Philip Taylor as Director 6
For For Re-elect Charlotte Valeur as Director 7
For For Re-elect Paul Meader as Director 8
For For Ratify Ernst & Young LLP as Auditors and Authorise Their Remuneration
9
For For Authorise Issue of Equity with Pre-emptive Rights
10
For For Authorise Issue of Equity without Pre-emptive Rights
11
For For Authorise Market Purchase of Ordinary Shares 12
MegaFon PJSC
Meeting Date: 11/30/2017 Country: Russia
Meeting Type: Special Ticker: MFON
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
MegaFon PJSC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Executive Director For For
MegaFon PJSC
Meeting Date: 11/30/2017 Country: Russia
Meeting Type: Special Ticker: MFON
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Executive Director For For
Ramelius Resources Ltd
Meeting Date: 11/30/2017 Country: Australia
Meeting Type: Annual Ticker: RMS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Report For For
For For Elect Michael Andrew Bohm as Director 2
Against Against Elect Stephen Lewis Matthews as Director 3
Voter Rationale: No compelling case to support his election.
Retail Food Group Ltd
Meeting Date: 11/30/2017 Country: Australia
Meeting Type: Annual Ticker: RFG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For Against
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Retail Food Group Ltd Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Lack of disclosure around bonus targets and pay-outs so shareholders are unable to determine pay for performance alignment.
For For Elect Colin Archer as Director 2
For For Elect Kerry Ryan as Director 3
For For Approve Financial Assistance by Associated Foodservice Entities
4
For For Approve Grant of Performance Rights to Andre Nell
5
SSGA SPDR ETFS EUROPE I PLC - Barclays Emerging Markets Local Bond UCITS ETF
Meeting Date: 11/30/2017 Country: Ireland
Meeting Type: Annual Ticker: EMDD
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Ratify PricewaterhouseCoopers as Auditors 2
For For Authorise Board to Fix Remuneration of Auditors 3
For For Review the Company's Affairs 4
Against For Transact Other Business 5
Voter Rationale: Other business not disclosed.
SSGA SPDR ETFS EUROPE I PLC - SPDR S&P 400 US MID CAP UCITS ETF
Meeting Date: 11/30/2017 Country: Ireland
Meeting Type: Annual Ticker: SPY4
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Ratify PricewaterhouseCoopers as Auditors 2
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
SSGA SPDR ETFS EUROPE I PLC - SPDR S&P 400 US MID CAP UCITS ETF Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Board to Fix Remuneration of Auditors 3
For For Review the Company's Affairs 4
Against For Transact Other Business 5
Voter Rationale: Other business not disclosed
St Ives plc
Meeting Date: 11/30/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SIV
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Policy 2
For For Approve Remuneration Report 3
For For Approve Final Dividend 4
For For Reappoint Deloitte LLP as Auditors 5
For For Authorise Board to Fix Remuneration of Auditors 6
For For Re-elect Matt Armitage as Director 7
For For Re-elect Brad Gray as Director 8
For For Re-elect Mike Butterworth as Director 9
For For Re-elect Nigel Pocklington as Director 10
For For Re-elect Helen Stevenson as Director 11
For For Re-elect Richard Stillwell as Director 12
For For Authorise Issue of Equity with Pre-emptive Rights
13
For For Authorise Issue of Equity without Pre-emptive Rights
14
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
15
For For Authorise Market Purchase of Ordinary Shares 16
For For Authorise the Company to Call General Meeting with Two Weeks' Notice
17
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Weichai Power Co., Ltd.
Meeting Date: 11/30/2017 Country: China
Meeting Type: Special Ticker: 2338
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Articles of Association For Abstain
Voter Rationale: The proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.
For For Approve Provision of Guarantee 2
Yue Yuen Industrial (Holdings) Ltd.
Meeting Date: 11/30/2017 Country: Bermuda
Meeting Type: Special Ticker: 551
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
A Approve Sixth Supplemental PCC Services Agreement, Proposed Caps and Related Transactions
For For
For For Approve Fifth Supplemental PCC Connected Sales Agreement, Proposed Caps and Related Transactions
B
For For Approve Fifth Supplemental PCC Connected Purchases Agreement, Proposed Caps and Related Transactions
C
For For Approve Sixth Supplemental GBD Management Service Agreement, Proposed Caps and Related Transactions
D
For For Approve Sixth Supplemental Godalming Tenancy Agreement, Proposed Caps and Related Transactions
E
For For Approve PCC/YY Tenancy Agreement, Proposed
Caps and Related Transactions
F
For For Approve PCC/PS Tenancy Agreement, Proposed
Caps and Related Transactions
G
For For Amend TCHC Stock Option Plan H
For For Approve Grant of Options to Jay Patel Under the
TCHC Stock Option Plan
I
For For Approve Grant of Options to Steven Richman
Under the TCHC Stock Option Plan
J
Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017
Yue Yuen Industrial (Holdings) Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Grant of Options to Eve Richey Under
the TCHC Stock Option Plan
K