SEI Investments Europe Ltd All Votes Report.€¦ · SEI Investments (Europe) Ltd All Votes Report...

Reo@ Voting Report

SEI Investments Europe Ltd All Votes Report.

VOTING RECORDS

FROM:01/01/2019 TO: 31/03/2019

SEI Investments (Europe) Ltd All Votes Report

Vote Summary Report Reporting Period: 01/01/2019 to 03/31/2019

Aberdeen Liquidity Fund (lux) - (gbp)

Meeting Date: 01/10/2019 Country: Luxembourg

Meeting Type: Special Ticker: SQ1LBK.F

Primary ISIN: LU0966092727 Primary SEDOL: BDB6R28

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Amendment and Restatement of the Articles of Incorporation

1

Amdocs Ltd.

Meeting Date: 01/31/2019 Country: Guernsey

Meeting Type: Annual Ticker: DOX

Primary ISIN: GB0022569080 Primary SEDOL: 2256908

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert A. Minicucci Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. This director is also a member of the compensation committee. We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2020 AGM agenda.

Mgmt Against For Elect Director Julian A. Brodsky 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Adrian Gardner 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Eli Gelman 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 1 of 44



Amdocs Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director James S. Kahan 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Abstain For Elect Director Richard T.C. LeFave 1.6

Voter Rationale: This director is a member of the compensation committee. We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2020 AGM agenda.

Mgmt For For Elect Director Ariane de Rothschild 1.7

Mgmt For For Elect Director Shuky Sheffer 1.8

Mgmt Abstain For Elect Director Rafael de la Vega 1.9

Voter Rationale: This director is a member of the compensation committee. We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2020 AGM agenda.

Mgmt For For Elect Director Giora Yaron 1.10

Mgmt For For Approve Dividends 2

Mgmt For For Accept Consolidated Financial Statements and Statutory Reports

3

Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

4

Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.

Apple, Inc.

Meeting Date: 03/01/2019 Country: USA

Meeting Type: Annual Ticker: AAPL

Primary ISIN: US0378331005 Primary SEDOL: 2046251

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director James Bell Mgmt For For

Mgmt For For Elect Director Tim Cook 1b

Page 2 of 44



Apple, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Al Gore 1c

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Bob Iger 1d

Mgmt For For Elect Director Andrea Jung 1e

Mgmt Against For Elect Director Art Levinson 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Ron Sugar 1g

Mgmt For For Elect Director Sue Wagner 1h

Mgmt For For Ratify Ernst & Young LLP as Auditors 2

Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

SH For Against Proxy Access Amendments 4

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.

SH Abstain Against Disclose Board Diversity and Qualifications 5

Voter Rationale: Although we have some concerns with the over-tenured nature of certain board members, we note that there are two women on the board and two from minorities, meaning that there is no diversity issue here per se. At the same time, the company does not explicitly label skills onto each board directors, only providing biographies, which would help investors better understand the company's governance arrangements. At the same time, the requirement to include their 'ideological perspective' seems to be vague and not so meaningful. Accordingly in support of the spirit, but not the letter of the proposal, we intend to abstain.

Batu Kawan Bhd.

Meeting Date: 02/19/2019 Country: Malaysia

Meeting Type: Annual Ticker: 1899

Primary ISIN: MYL1899OO003 Primary SEDOL: 6084622

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Lee Oi Hian as Director Mgmt For Against

Page 3 of 44



Batu Kawan Bhd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.Lastly, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Quah Chek Tin as Director 2

Mgmt For For Elect Alina Binti Raja Muhd Alias as Director 3

Mgmt For For Approve Directors' Fees 4

Mgmt For For Approve Directors' Benefits 5

Mgmt For For Approve BDO as Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt For For Authorize Share Repurchase Program 7

Mgmt For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party

Transactions

8

Mgmt For For Approve Dividend Reinvestment Plan 9

BG Energy Capital Plc

Meeting Date: 01/04/2019 Country: United Kingdom

Meeting Type: Bondholder Ticker: N/A

Primary ISIN: XS1139688268 Primary SEDOL: BSNBKJ4

Did Not Vote Due to Ballot Shareblocking

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for Holders of XXXX GBP 750,000,000 5.0 per cent. Notes due 2036 (ISIN: XS0702029132)

Mgmt

Mgmt Do Not Vote For Approve Extraordinary Resolution as per

Meeting Notice 1

Bioquell Plc


Meeting Type: Special Ticker: BQE


Page 4 of 44



Bioquell Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Approve the Recommended Cash Offer for

Bioquell Plc by Ecolab U.S. 2 Inc. Mgmt For For

Mgmt For For Amend Articles of Association 1b

Bioquell Plc


Meeting Type: Court Ticker: BQE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Court Meeting Mgmt

Mgmt For For Approve Scheme of Arrangement 1

BRT Apartments Corp.


Meeting Type: Annual Ticker: BRT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Matthew J. Gould Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director Louis C. Grassi 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 5 of 44



BRT Apartments Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Israel Rosenzweig 1.3

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director Jeffrey Rubin 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Ratify BDO USA, LLP as Auditors 2

Calian Group Ltd.

Meeting Date: 02/07/2019 Country: Canada

Meeting Type: Annual Ticker: CGY

Primary ISIN: CA12989J1084 Primary SEDOL: BZ7P767

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kenneth J. Loeb Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Jo-Anne Poirier 1.2

Mgmt Withhold For Elect Director Ray Basler 1.3


Page 6 of 44



Calian Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Richard A. Vickers 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Director George Weber 1.5

Mgmt For For Elect Director Kevin Ford 1.6

Mgmt For For Elect Director Young Park 1.7

Mgmt For For Approve Deloitte LLP as Auditors and Authorize Board to Fix Their Remuneration

2


CareTech Holdings Plc


Meeting Type: Annual Ticker: CTH

Primary ISIN: GB00B0KWHQ09 Primary SEDOL: B0KWHQ0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt Against For Approve Remuneration Report 2

Voter Rationale: Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Approve Final Dividend 3

Mgmt Against For Re-elect Mike Adams as Director 4

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Re-elect Jamie Cumming as Director 5

Page 7 of 44



CareTech Holdings Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Gareth Dufton as Director 6

Mgmt For For Reappoint Grant Thornton UK LLP as Auditors 7

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt For For Authorise Board to Fix Remuneration of Auditors 8


Mgmt For For Authorise Issue of Equity with Pre-emptive Rights

9

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights

10

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or

Other Capital Investment

11

Mgmt For For Authorise Market Purchase of Ordinary Shares 12

Carlsberg A/S

Meeting Date: 03/13/2019 Country: Denmark

Meeting Type: Annual Ticker: CARL.B

Primary ISIN: DK0010181759 Primary SEDOL: 4169219

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Discharge of Management and Board

2

Mgmt For For Approve Allocation of Income and Dividends of

DKK 18 Per Share 3

Mgmt For For Approve Remuneration of Directors in the Amount of DKK 1.85 Million for Chairman, DKK 618,000 for Vice Chair, and DKK 412,000 for Other Directors; Approve Remuneration for Committee Work

4

Page 8 of 44



Carlsberg A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Flemming Besenbacher as Director 5a

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Carl Bache as Director 5b

Mgmt For For Reelect Magdi Batato as Director 5c

Mgmt For For Reelect Richard Burrows as Director 5d

Mgmt For For Reelect Soren-Peter Fuchs Olesen as Director 5e

Mgmt For For Reelect Lars Stemmerik as Director 5f

Mgmt For For Elect Domitille Doat-Le Bigot as New Director 5g

Mgmt For For Elect Lilian Fossum Biner as New Director 5h

Mgmt For For Elect Lars Fruergaard Jorgensen as New Director

5i

Mgmt For For Elect Majken Schultz as New Director 5j

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 6

Centene Corp.


Meeting Type: Special Ticker: CNC

Primary ISIN: US15135B1017 Primary SEDOL: 2807061

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Increase Authorized Common Stock Mgmt For For

Compagnie des Alpes SA

Meeting Date: 03/07/2019 Country: France

Meeting Type: Annual/Special Ticker: CDA

Primary ISIN: FR0000053324 Primary SEDOL: B1YBWR6

Page 9 of 44



Compagnie des Alpes SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Approve Financial Statements and Statutory

Reports 1

Mgmt For For Approve Consolidated Financial Statements and

Statutory Reports 2


EUR 0.65 per Share 3

Mgmt For For Approve Auditors' Special Report on

Related-Party Transactions 4

Mgmt Against For Reelect Caisse d Epargne Rhone-Alpes as

Director 5

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Rachel Picard as Director 6

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Ratify Appointment of Serge Bergamell as Director

7

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Serge Bergamelli as Director 8

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Approve Compensation of Dominique Marcel, Chairman and CEO

9

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Agnes Pannier-Runacher, Vice-CEO

10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 10 of 44



Compagnie des Alpes SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of Dominique

Marcel, Chairman and CEO 11

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Agnes Pannier-Runacher, Vice-CEO

12

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Acknowledge Resignation of Yves Nicolas as Alternate Auditor and Decision Not to Replace

13

Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

14

Mgmt For For Authorize Filing of Required Documents/Other Formalities

15

Mgmt Extraordinary Business

Mgmt For For Amend Article 19 of Bylaws Re: Auditors 16


17

Costco Wholesale Corp.


Meeting Type: Annual Ticker: COST

Primary ISIN: US22160K1051 Primary SEDOL: 2701271

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hamilton E. James Mgmt For Withhold


Mgmt For For Elect Director John W. Stanton 1.2

Mgmt For For Elect Director Mary Agnes (Maggie) Wilderotter 1.3

Mgmt For For Ratify KPMG LLP as Auditors 2

Page 11 of 44



Costco Wholesale Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation 3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt Against For Approve Omnibus Stock Plan 4

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Declassify the Board of Directors 5

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

Mgmt For For Reduce Supermajority Vote Requirement 6

Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

SH For Against Report on Human Rights Risk Assessment

Process 7

Voter Rationale: The company faces risks related to human rights in its global operations. Good practice includes developing a clear code of practice, along with monitoring and effective disclosure to ensure that those risks are managed effectively and communicated to shareholders.

Deutsche Telekom AG

Meeting Date: 03/28/2019 Country: Germany

Meeting Type: Annual Ticker: DTE

Primary ISIN: DE0005557508 Primary SEDOL: 5842359

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)

Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.70 per Share

2

Mgmt For For Approve Discharge of Management Board for Fiscal 2018

3

Voter Rationale: We voted for as there is no evidence that the board has not fulfilled its fiduciary duties.

Page 12 of 44



Deutsche Telekom AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal 2018 4

Voter Rationale: We voted against because the board has not put a say-on-pay resolution to shareholder approval since 2010 in contravention to local market and international good practice. We expect to be able to cast a vote on executive pay arrangements on an annual basis. Furthermore, the company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections.

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019

5

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Elect Lars Hinrichs to the Supervisory Board 6

Mgmt For For Elect Karl-Heinz Streibich to the Supervisory Board

7

Mgmt Against For Elect Rolf Boesinger to the Supervisory Board 8

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Also, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Evli Pankki Oyj

Meeting Date: 03/12/2019 Country: Finland

Meeting Type: Annual Ticker: EVLI

Primary ISIN: FI4000170915 Primary SEDOL: BZ1NPW9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt For For Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting 3

Mgmt For For Acknowledge Proper Convening of Meeting 4

Mgmt For For Prepare and Approve List of Shareholders 5

Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report

6

Mgmt For For Accept Financial Statements and Statutory

Reports 7

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Page 13 of 44



Evli Pankki Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


EUR 0.61 Per Share 8

Mgmt For For Approve Discharge of Board and President 9

Mgmt For For Approve Monthly Remuneration of Directors in the Amount of EUR 7,500 for Chairman, EUR 6,000 for Chairmen of Board Committees, and EUR 5,000 for Other Directors

10

Mgmt For For Fix Number of Directors at six 11

Mgmt Against For Reelect Henrik Andersin, Robert Ingman, Mikael Lilius and Teuvo Salminen as Directors; Elect Sari Helander and Fredrik Hacklin as new Directors

12

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.Furthermore, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Approve Remuneration of Auditors 13

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14


Mgmt For For Approve Issuance of up to 2.3 Million Class B Shares without Preemptive Rights

16

EVN AG

Meeting Date: 01/17/2019 Country: Austria

Meeting Type: Annual Ticker: EVN

Primary ISIN: AT0000741053 Primary SEDOL: 4295374

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2017/18 (Non-Voting) Mgmt

Mgmt For For Approve Allocation of Income 2

Mgmt For For Approve Discharge of Management and

Supervisory Board for Fiscal 2017/18 3

Mgmt For For Ratify Auditors for Fiscal 2018/19 4

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Page 14 of 44



Exchange Bank (Santa Rosa, California)


Meeting Type: Annual Ticker: EXSR


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Richard W. Abbey Mgmt For For

Mgmt Withhold For Elect Director Dante B. Benedetti 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director Bruce E. DeCrona 1.3

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Withhold For Elect Director Steven G. Dutton 1.4

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt For For Elect Director Gary T. Hartwick 1.5

Mgmt Withhold For Elect Director Daniel G. Libarle 1.6


Mgmt Withhold For Elect Director Deborah A. Meekins 1.7


Mgmt Withhold For Elect Director James M. Ryan 1.8


Page 15 of 44



Exchange Bank (Santa Rosa, California) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director William R. Schrader 1.9

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Marlene K. Soiland 1.10


Mgmt Withhold For Elect Director Carlos G. Tamayo 1.11


Mgmt Against For Other Business 2

Voter Rationale: Any Other Business should not be a voting item.

Hokkaido Coca-Cola Bottling Co., Ltd.

Meeting Date: 03/28/2019 Country: Japan


Primary ISIN: JP3847800004 Primary SEDOL: 6431314

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 30 Mgmt For For

Mgmt Against For Elect Director Sasaki, Yasuyuki 2.1

Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.

Page 16 of 44



Hokkaido Coca-Cola Bottling Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yamada, Yusuke 2.2

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Director Uchida, Hiroki 2.3


Mgmt Against For Elect Director Kawamura, Masahiko 2.4


Mgmt Against For Elect Director Komatsu, Goichi 2.5


Mgmt For For Elect Director Sunohara, Makoto 2.6

Mgmt For For Elect Director Tomioka, Shunsuke 2.7

Mgmt Against For Elect Director Seyama, Tomohiro 2.8


Mgmt For For Appoint Statutory Auditor Maeda, Norihiko 3

Iberdrola SA

Meeting Date: 03/29/2019 Country: Spain

Meeting Type: Annual Ticker: IBE

Primary ISIN: ES0144580Y14 Primary SEDOL: B288C92

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

Mgmt For For

Mgmt For For Approve Consolidated and Standalone Management Reports

2

Mgmt For For Approve Non-Financial Information Report 3

Mgmt For For Approve Discharge of Board 4

Mgmt For For Amend Articles Re: Purpose and Values of the Iberdrola Group

5

Mgmt For For Amend Articles Re: Corporate Social Responsibility Committee

6

Mgmt For For Approve Allocation of Income and Dividends 7

Page 17 of 44



Iberdrola SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Capitalization of Reserves for Scrip

Dividends 8

Mgmt For For Authorize Capitalization of Reserves for Scrip

Dividends 9

Mgmt For For Authorize Share Repurchase and Capital Reduction via Amortization of Repurchased Shares

10

Mgmt Against For Advisory Vote on Remuneration Report 11

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For For Elect Sara de la Rica Goiricelaya as Director 12

Mgmt For For Ratify Appointment of and Elect Xabier Sagredo Ormaza as Director

13

Mgmt For For Reelect Maria Helena Antolin Raybaud as Director

14

Mgmt For For Reelect Jose Walfredo Fernandez as Director 15

Mgmt For For Reelect Denise Mary Holt as Director 16

Mgmt For For Reelect Manuel Moreu Munaiz as Director 17

Mgmt For For Reelect Ignacio Sanchez Galan as Director 18

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability

Mgmt For For Fix Number of Directors at 14 19

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

20

Jersey Electricity Plc

Meeting Date: 02/28/2019 Country: Jersey

Meeting Type: Annual Ticker: JEL

Primary ISIN: JE00B43SP147 Primary SEDOL: B43SP14

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports Mgmt For Against


Mgmt For For Re-elect Phil Austin as Director 3

Mgmt For For Re-elect Aaron Le Cornu as Director 4

Page 18 of 44



Jersey Electricity Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Alan Bryce as Director 5

Mgmt For For Re-elect Wendy Dorman as Director 6

Mgmt For For Re-elect Tony Taylor as Director 7

Mgmt For For Re-elect Christopher Ambler as Director 8

Mgmt For For Re-elect Martin Magee as Director 9

Mgmt For For Ratify Deloitte LLP as Auditors and Authorise

Their Remuneration 10

KB Financial Group, Inc.

Meeting Date: 03/27/2019 Country: South Korea


Primary ISIN: KR7105560007 Primary SEDOL: B3DF0Y6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR Holders Mgmt

Mgmt For For Approve Financial Statements and Allocation of Income

1

Mgmt For For Amend Articles of Incorporation 2

Mgmt For For Elect Yoo Suk-ryul as Outside Director 3.1

Mgmt For For Elect Stuart B. Solomon as Outside Director 3.2

Mgmt For For Elect Park Jae-ha as Outside Director 3.3

Mgmt For For Elect Kim Gyeong-ho as Outside Director to serve as an Audit Committee Member

4

Mgmt For For Elect Sonu Suk-ho as a Member of Audit Committee

5.1

Mgmt For For Elect Jeong Kou-whan as a Member of Audit Committee

5.2

Mgmt For For Elect Park Jae-ha as a Member of Audit Committee

5.3

Mgmt For For Approve Total Remuneration of Inside Directors and Outside Directors

6

Page 19 of 44



Manutan International SA

Meeting Date: 03/14/2019 Country: France

Meeting Type: Annual/Special Ticker: MAN

Primary ISIN: FR0000032302 Primary SEDOL: 4564869

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Ordinary Business Mgmt

Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2


3

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions

4

Voter Rationale: If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.

Mgmt For For Reelect Jean-Pierre Guichard as Director 5


Mgmt For For Reelect Xavier Guichard as Director 6

Mgmt For For Reelect Brigitte Auffret as Director 7

Mgmt For For Reelect Pierre-Olivier Brial as Director 8

Mgmt For For Reelect Carlo d Asaro Biondo as Director 9

Mgmt For For Reelect Jerome Lescure as Director 10

Mgmt For For Reelect Benoite Kneib as Director 11

Mgmt For For Ratify Appointment of Sophie

Resplandy-Bernard as Director 12

Mgmt For For Approve Compensation of Jean-Pierre Guichard, Chairman of the Board

13

Mgmt Against For Approve Compensation of Xavier Guichard, CEO 14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Compensation of Brigitte Auffret,

Vice-CEO 15


Page 20 of 44



Manutan International SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Pierre-Olivier Brial,

Vice-CEO 16


Mgmt Against For Approve Remuneration Policy of Chairman of the Board

17

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt Against For Approve Remuneration Policy of CEO and Vice-CEOs

18

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt Against For Authorize Repurchase of Up to 5 Percent of Issued Share Capital

19

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Extraordinary Business

Mgmt For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares 20

Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 5 Million for Bonus Issue or Increase in Par Value

21


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Million

22


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.52 Million

23


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to

Aggregate Nominal Amount of EUR 1.52 Million

24


Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

25

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Moreover, any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.

Page 21 of 44



Manutan International SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

26


Mgmt Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

27

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

28


29

Maxvalu Nishinihon Co., Ltd.


Meeting Type: Special Ticker: 8287


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Share Exchange Agreement with

Marunaka Co. and Sanyo Marunaka Co. Mgmt For For

Natural Grocers by Vitamin Cottage, Inc.


Meeting Type: Annual Ticker: NGVC

Primary ISIN: US63888U1088 Primary SEDOL: B82C9Z7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Elizabeth Isely Mgmt For For

Page 22 of 44



Natural Grocers by Vitamin Cottage, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Elect Director Richard Halle 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Ratify KPMG LLP as Auditors 2

Mgmt Against For Amend Omnibus Stock Plan 3

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Furthermore, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Nippon Building Fund, Inc.


Meeting Type: Special Ticker: 8951


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Change Location of Head Office - Amend Asset Management Compensation

Mgmt For For

Mgmt For For Elect Executive Director Nishiyama, Koichi 2

Mgmt For For Elect Alternate Executive Director Tanabe,

Yoshiyuki 3.1

Mgmt For For Elect Alternate Executive Director Shibata, Morio 3.2

Mgmt For For Elect Supervisory Director Yamazaki, Masahiko 4.1

Page 23 of 44



Nippon Building Fund, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Supervisory Director Kawakami, Yutaka 4.2

Mgmt For For Elect Supervisory Director Sato, Motohiko 4.3

Novartis AG

Meeting Date: 02/28/2019 Country: Switzerland

Meeting Type: Annual Ticker: NOVN

Primary ISIN: CH0012005267 Primary SEDOL: 7103065

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Discharge of Board and Senior Management

2

Mgmt For For Approve Allocation of Income and Dividends of CHF 2.85 per Share

3

Mgmt For For Approve CHF 11.6 Million Reduction in Share Capital via Cancellation of Repurchased Shares

4

Mgmt For For Authorize Repurchase of up to CHF 10 Billion in Issued Share Capital

5

Mgmt For For Approve Special Distribution by Way of a Dividend in Kind to Effect the Spin-Off of Alcon Inc.

6

Mgmt For For Approve Maximum Remuneration of Directors in the Amount of CHF 8.2 Million

7.1

Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 92 Million

7.2

Mgmt For For Approve Remuneration Report 7.3

Mgmt For For Reelect Joerg Reinhardt as Director and Board Chairman

8.1

Mgmt For For Reelect Nancy Andrews as Director 8.2

Mgmt For For Reelect Ton Buechner as Director 8.3

Mgmt For For Reelect Srikant Datar as Director 8.4

Mgmt For For Reelect Elizabeth Doherty as Director 8.5

Mgmt For For Reelect Ann Fudge as Director 8.6

Mgmt For For Reelect Frans van Houten as Director 8.7

Page 24 of 44



Novartis AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Andreas von Planta as Director 8.8

Mgmt For For Reelect Charles Sawyers as Director 8.9

Mgmt For For Reelect Enrico Vanni as Director 8.10

Mgmt For For Reelect William Winters as Director 8.11

Mgmt For For Elect Patrice Bula as Director 8.12

Mgmt For For Reappoint Srikant Datar as Member of the

Compensation Committee 9.1

Mgmt For For Reappoint Ann Fudge as Member of the


Mgmt For For Reappoint Enrico Vanni as Member of the


Mgmt For For Reappoint William Winters as Member of the


Mgmt For For Appoint Patrice Bula as Member of the


Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 10

Mgmt For For Designate Peter Zahn as Independent Proxy 11

Mgmt Against For Transact Other Business (Voting) 12

Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Pinar Entegre Et ve Un Sanayii AS

Meeting Date: 03/28/2019 Country: Turkey

Meeting Type: Annual Ticker: PETUN

Primary ISIN: TRAPETUN91A5 Primary SEDOL: B03MX25

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt For For Open Meeting and Elect Presiding Council of

Meeting 1

Mgmt For For Authorize Presiding Council to Sign Minutes of

Meeting 2

Mgmt For For Accept Board Report 3

Page 25 of 44



Pinar Entegre Et ve Un Sanayii AS Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Accept Audit Report 4

Mgmt For For Accept Financial Statements 5

Mgmt For For Approve Discharge of Board 6

Mgmt Against For Ratify External Auditors 7

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Mgmt Against For Elect Directors 8

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Approve Director Remuneration 9


Mgmt Receive Information on Guarantees, Pledges

and Mortgages Provided to Third Parties 10

Mgmt Against For Receive Information on Donations Made in 2018

and Approve Upper Limit of Donations for 2019 11


Mgmt For For Approve Allocation of Income 12

Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

13

Mgmt Wishes 14

Polskie Gornictwo Naftowe i Gazownictwo SA

Meeting Date: 01/23/2019 Country: Poland

Meeting Type: Special Ticker: PGN

Primary ISIN: PLPGNIG00014 Primary SEDOL: B0L9113

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3

Mgmt Prepare List of Shareholders 4

Page 26 of 44



Polskie Gornictwo Naftowe i Gazownictwo SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Agenda of Meeting 5

Mgmt For For Approve Sale of Organized Part of Enterprise

Polska Spolka Gazownictwa 6

Mgmt For For Amend Statute 7

Mgmt For For Amend Regulations on General Meetings 8

Mgmt Close Meeting 9

Polymetal International Plc

Meeting Date: 02/13/2019 Country: Jersey

Meeting Type: Special Ticker: POLY

Primary ISIN: JE00B6T5S470 Primary SEDOL: B6T5S47

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Shareholder Proposal Mgmt

SH Against Against Elect Artem Kirillov, a Shareholder Nominee to the Board

1

SK Telecom Co., Ltd.

Meeting Date: 03/26/2019 Country: South Korea


Primary ISIN: KR7017670001 Primary SEDOL: 6224871

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for ADR Holders Mgmt

Mgmt For For Approve Financial Statements and Allocation of

Income 1

Mgmt For For Amend Articles of Incorporation 2

Mgmt Against For Approve Stock Option Grants 3


Page 27 of 44



SK Telecom Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Stock Option Grants 4


Mgmt For For Elect Kim Seok-dong as Outside Director 5

Mgmt For For Elect Kim Seok-dong as a Member of Audit Committee

6

Mgmt For For Approve Total Remuneration of Inside Directors and Outside Directors

7

Sparekassen Sjaelland-Fyn A/S

Meeting Date: 03/07/2019 Country: Denmark

Meeting Type: Annual Ticker: SPKSJF

Primary ISIN: DK0060670776 Primary SEDOL: BYX33Q0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Mgmt For For Accept Financial Statements and Statutory

Reports 2

Mgmt For For Approve Allocation of Income and Dividends 3

Mgmt Elect 7 Members of Committee of

Representatives by Cumulative Voting

Mgmt For None Elect Kim Rordam Andersen as Member of

Committee of Representatives 4a

Mgmt For None Elect Marie Bruun De Neergaard as Member of

Committee of Representatives 4b

Mgmt Do Not Vote None Elect Connie Christensen as Member of

Committee of Representatives 4c

Voter Rationale: An ABSTAIN is warranted as shareholders can only support six candidates, support for candidate Connie Christensen cannot be warranted.

Mgmt For None Elect Anders Hestbech as Member of Committee

of Representatives 4d

Mgmt For None Elect Gert Jensen as Member of Committee of

Representatives 4e

Mgmt For None Elect Birgitte Kastrup as Member of Committee

of Representatives 4f

Mgmt For None Elect Kirsten Hede Nielsen as Member of

Committee of Representatives 4g

Mgmt For None Elect Torben Arnth Nielsen as Member of

Committee of Representatives 4h

Page 28 of 44



Sparekassen Sjaelland-Fyn A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Deloitte as Auditors 5



Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and

Board

7a


Mgmt For For Approve Remuneration of Directors 7b

Mgmt Other Business 8

SSP Group Plc


Meeting Type: Annual Ticker: SSPG

Primary ISIN: GB00BFWK4V16 Primary SEDOL: BFWK4V1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Remuneration Report 2


Mgmt For For Re-elect Vagn Sorensen as Director 4

Mgmt For For Re-elect Kate Swann as Director 5

Mgmt For For Re-elect Jonathan Davies as Director 6

Mgmt For For Re-elect Ian Dyson as Director 7

Mgmt For For Re-elect Per Utnegaard as Director 8

Mgmt For For Elect Carolyn Bradley as Director 9

Mgmt For For Elect Simon Smith as Director 10

Mgmt For For Reappoint KPMG LLP as Auditors 11

Mgmt For For Authorise Board to Fix Remuneration of Auditors 12

Mgmt For For Authorise EU Political Donations and

Expenditure 13

Page 29 of 44



SSP Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorise Issue of Equity with Pre-emptive

Rights 14

Mgmt For For Approve Special Dividend and Share

Consolidation 15

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 16

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment

17


Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 19

Starbucks Corp.


Meeting Type: Annual Ticker: SBUX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Rosalind G. Brewer Mgmt For For

Mgmt Against For Elect Director Mary N. Dillon 1b

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Director Mellody Hobson 1c

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Kevin R. Johnson 1d

Mgmt For For Elect Director Jorgen Vig Knudstorp 1e

Mgmt For For Elect Director Satya Nadella 1f

Mgmt For For Elect Director Joshua Cooper Ramo 1g

Mgmt For For Elect Director Clara Shih 1h

Page 30 of 44



Starbucks Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Javier G. Teruel 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Myron E. Ullman, III 1j


Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation

2


Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3

SH Abstain Against Adopt a Policy on Board Diversity 4

Voter Rationale: Although we have some concerns with the over-tenured nature of certain board members, we note that there are four women on the board and half of the board from minorities, meaning that there is no diversity issue here per se. At the same time, the company does not explicitly label skills onto each board directors, only providing biographies, which would help investors better understand the company's governance arrangements. At the same time, the requirement to include their 'ideological perspective' seems to be vague and not so meaningful. Accordingly in support of the spirit, but not the letter of the proposal, we intend to abstain.

SH For Against Report on Sustainable Packaging 5

Voter Rationale: The Company's lack of progress towards its stronger sustainable packaging goals may compromise its image as a leader for environmental stewardship, especially as its competitors begin disclosing more stringent recycling and recyclability targets. Given the increased awareness of the environmental risks associated with plastic pollution, and the expansion of the company's use of plastic cups for cold beverages, shareholders would benefit from more disclosure on Starbuck's use of plastic packaging.

The Character Group Plc


Meeting Type: Annual Ticker: CCT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For Against


Mgmt Against For Re-elect Richard King as Director 3

Page 31 of 44



The Character Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect David Harris as Director 4

Mgmt For For Re-elect Clive Crouch as Director 5

Mgmt For For Reappoint MacIntyre Hudson LLP as Auditors

and Authorise Their Remuneration 6


Rights 7


Mgmt Against For Authorise Issue of Equity without Pre-emptive

Rights 9

The Walt Disney Co.


Meeting Type: Annual Ticker: DIS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Susan E. Arnold Mgmt For For

Mgmt For For Elect Director Mary T. Barra 1b

Mgmt For For Elect Director Safra A. Catz 1c

Mgmt For For Elect Director Francis A. deSouza 1d

Mgmt For For Elect Director Michael Froman 1e

Mgmt For For Elect Director Robert A. Iger 1f

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Maria Elena Lagomasino 1g

Mgmt For For Elect Director Mark G. Parker 1h

Mgmt For For Elect Director Derica W. Rice 1i

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2


Page 32 of 44



The Walt Disney Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: We have a few long-standing issues of the pay arrangements at Walt Disney, the most significant concern being the weak relative TSR targets attached to equity grants, where a sizeable amount can pay out for below median performance. In addition we continue to have concerns over the one-off $100 million grant made to the CEO last year, given the scale of the award. We note that the performance targets were improved following the company failing to get majority support for its say on pay vote at the 2018 AGM; however, the size of the award has remained unchanged which is disappointing given that that was investors primary concern.

SH For Against Report on Lobbying Payments and Policy 4

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For Against Assess Feasibility of Cyber Security and Data Privacy as a Performance Measure for Senior

Executive Compensation

5

Voter Rationale: • Although a report on the feasibility of integrating cyber security and data privacy metrics into the company’s compensation plans will not directly result in improved disclosure in this area, preparing a report does not seem onerous and need not necessarily result in the company choosing to use such a metric but it could provide shareholders with some comfort that the company has carefully considered how best to manage the on-going risk of a data breach in a proactive manner.

Ticon Freehold & Leasehold Real Estate Investment Trust

Meeting Date: 01/28/2019 Country: Thailand

Meeting Type: Annual Ticker: TREIT

Primary ISIN: TH6172010006 Primary SEDOL: BV9DDJ6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge Minutes of Previous Meeting Mgmt

Mgmt Acknowledge Operational Results 2

Mgmt Acknowledge Financial Statements 3

Mgmt Acknowledge KPMG Phoomchai Audit Limited as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt Acknowledge Change of Company Name and Abbreviation of TREIT, Change of Company Name and Abbreviation of the REIT Manager and Amend the Trust Deed

5

Mgmt For For Approve Increase in Registered Capital Under a

General Mandate 6

Mgmt For For Approve Sale and Allocation of Additional Trust

Units Under a General Mandate 7

Page 33 of 44



Ticon Freehold & Leasehold Real Estate Investment Trust Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Securing of Borrowings through Loans

or the Issuance of Debentures 8

Mgmt For For Amend Trust Deed to Reflect Increase in

Registered Capital Under a General Mandate 9



Timberland Bancorp, Inc. (Washington)


Meeting Type: Annual Ticker: TSBK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Daniel D. Yerrington Mgmt For For


Mgmt For For Elect Director Larry D. Goldberg 1.2


Mgmt Withhold For Elect Director David A. Smith 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3

Page 34 of 44



Timberland Bancorp, Inc. (Washington) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Delap LLP as Auditors 4

Tokyu Recreation Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 15

Mgmt For For

Mgmt Against For Elect Director Kanno, Shinzo 2.1

Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.

Mgmt Against For Elect Director Nakata, Yasuyuki 2.2


Mgmt Against For Elect Director Ishizaki, Tatsuro 2.3


Mgmt Against For Elect Director Oshima, Masayuki 2.4


Mgmt Against For Elect Director Yamashita, Yoshimitsu 2.5


Mgmt Against For Elect Director Nomoto, Hirofumi 2.6


Mgmt Against For Elect Director Kanazashi, Kiyoshi 2.7


Mgmt Against For Elect Director Tada, Noriyuki 2.8


Mgmt Against For Elect Director Kubo, Masanori 2.9


Page 35 of 44



Tokyu Recreation Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Nakayama, Hiroko 2.10

Mgmt For For Appoint Statutory Auditor Saito, Seitaro 3

Mgmt For For Appoint Alternate Statutory Auditor Sato, Ayako 4

TUI AG

Meeting Date: 02/12/2019 Country: Germany

Meeting Type: Annual Ticker: TUI

Primary ISIN: DE000TUAG000 Primary SEDOL: B11LJN4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2017/18 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Friedrich Joussen for Fiscal 2017/18

3.1

Mgmt For For Approve Discharge of Management Board Member Birgit Conix for Fiscal 2017/18

3.2

Mgmt For For Approve Discharge of Management Board Member Horst Baier for Fiscal 2017/18

3.3

Mgmt For For Approve Discharge of Management Board Member David Burling for Fiscal 2017/18

3.4

Mgmt For For Approve Discharge of Management Board Member Sebastian Ebel for Fiscal 2017/18

3.5

Mgmt For For Approve Discharge of Management Board Member Elke Eller for Fiscal 2017/18

3.6

Mgmt For For Approve Discharge of Management Board Member Frank Rosenberger for Fiscal 2017/18

3.7

Mgmt Against For Approve Discharge of Supervisory Board Member Klaus Mangold for Fiscal 2017/18

4.1

Voter Rationale: We voted against the discharge if the supervisory board chairman due to the following concerns: (1) board directly continue to serve lengthy five-year terms. The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process; (2) he chairs the remuneration committee which has not aligned executive pay arrangements with good practice.

Mgmt For For Approve Discharge of Supervisory Board

Member Frank Jakobi for Fiscal 2017/18 4.2

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Page 36 of 44



TUI AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Peter Long for Fiscal 2017/18 4.3


Mgmt For For Approve Discharge of Supervisory Board Member Andreas Barczewski for Fiscal 2017/18

4.4


Mgmt For For Approve Discharge of Supervisory Board Member Peter Bremme for Fiscal 2017/18

4.5


Mgmt For For Approve Discharge of Supervisory Board Member Edgar Ernst for Fiscal 2017/18

4.6


Mgmt For For Approve Discharge of Supervisory Board Member Wolfgang Flintermann for Fiscal 2017/18

4.7



Member Angelika Gifford for Fiscal 2017/18 4.8



Member Valerie Gooding for Fiscal 2017/18 4.9


Mgmt For For Approve Discharge of Supervisory Board Member Dierk Hirschel for Fiscal 2017/18

4.10


Mgmt For For Approve Discharge of Supervisory Board Member Michael Hodgkinson for Fiscal 2017/18

4.11


Mgmt For For Approve Discharge of Supervisory Board Member Janis Carol Kong for Fiscal 2017/18

4.12



Member Coline McConville for Fiscal 2017/18 4.13


Page 37 of 44



TUI AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Alexey Mordashov for Fiscal 2017/18 4.14


Mgmt For For Approve Discharge of Supervisory Board Member Michael Poenipp for Fiscal 2017/18

4.15


Mgmt For For Approve Discharge of Supervisory Board Member Carmen Gueell for Fiscal 2017/18

4.16


Mgmt For For Approve Discharge of Supervisory Board Member Carola Schwirn for Fiscal 2017/18

4.17



Member Anette Strempel for Fiscal 2017/18 4.18



Member Ortwin Strubelt for Fiscal 2017/18 4.19



Member Stefan Weinhofer for Fiscal 2017/18 4.20


Mgmt For For Approve Discharge of Supervisory Board Member Dieter Zetsche for Fiscal 2017/18

4.21


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2018/19

5

Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased

Shares

6

Mgmt Against For Elect Joan Trian Riu to the Supervisory Board 7

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Page 38 of 44



TUI AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration System for Management

Board Members 8

Voter Rationale: We voted against because there is limited disclosure on the annual bonus targets, lack of a deferral element under the annual bonus scheme, and absence of malus or clawback provisions. In our view, all incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. The company should also put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Given its London listing we would hope that remuneration practices converge with good practice expectations in the market over time.

Tyson Foods, Inc.


Meeting Type: Annual Ticker: TSN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John Tyson Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director Gaurdie E. Banister, Jr. 1b

Mgmt For For Elect Director Dean Banks 1c

Mgmt For For Elect Director Mike Beebe 1d

Mgmt For For Elect Director Mikel A. Durham 1e

Mgmt For For Elect Director Kevin M. McNamara 1f

Voter Rationale: Given that this director will have been on the board for 13 years at the 2020 AGM, the company is encouraged to review his role on the audit and compensation committees, due to concerns over his independence.

Mgmt For For Elect Director Cheryl S. Miller 1g

Mgmt For For Elect Director Jeffrey K. Schomburger 1h

Mgmt For For Elect Director Robert Thurber 1i

Mgmt For For Elect Director Barbara A. Tyson 1j

Mgmt For For Elect Director Noel White 1k

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2

Page 39 of 44



Tyson Foods, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Report on Lobbying Payments and Policy 3

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH Against Against Report on Human Rights Risk Assessment Process

4

Voter Rationale: The company provides sufficient information regarding the policies it has implemented to address human rights in its operations, and the relevant mechanisms it has implemented to oversee compliance and measure the efficacy of such policies. In addition, the company does not appear to be lagging its key peers regarding measures it has taken to assess, prevent, mitigate, and remedy any adverse human rights impacts resulting from its business operations. Lastly, there does not appear to be significant human rights related controversies resulting from the company s operations.

UGI Corp.


Meeting Type: Annual Ticker: UGI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director M. Shawn Bort Mgmt For For

Mgmt For For Elect Director Theodore A. Dosch 1.2

Mgmt For For Elect Director Richard W. Gochnauer 1.3

Mgmt For For Elect Director Alan N. Harris 1.4

Mgmt For For Elect Director Frank S. Hermance 1.5

Mgmt Against For Elect Director Anne Pol 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Kelly A. Romano 1.7

Mgmt For For Elect Director Marvin O. Schlanger 1.8


Mgmt For For Elect Director James B. Stallings, Jr. 1.9

Mgmt For For Elect Director John L. Walsh 1.10

Page 40 of 44



UGI Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For For Ratify Ernst & Young LLP as Auditors 3

Walgreens Boots Alliance, Inc.


Meeting Type: Annual Ticker: WBA

Primary ISIN: US9314271084 Primary SEDOL: BTN1Y44

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jose E. Almeida Mgmt For For

Mgmt For For Elect Director Janice M. Babiak 1b

Mgmt For For Elect Director David J. Brailer 1c

Mgmt Against For Elect Director William C. Foote 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Ginger L. Graham 1e

Mgmt For For Elect Director John A. Lederer 1f

Mgmt For For Elect Director Dominic P. Murphy 1g

Mgmt For For Elect Director Stefano Pessina 1h

Mgmt For For Elect Director Leonard D. Schaeffer 1i

Mgmt For For Elect Director Nancy M. Schlichting 1j

Mgmt For For Elect Director James A. Skinner 1k

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2



Voter Rationale: We welcome the company's decision to increase the proportion of equity that will have performance targets attached for FY19 onwards. However, we continue to hold that severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 41 of 44



Walgreens Boots Alliance, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Qualified Employee Stock Purchase Plan 4

SH For Against Require Independent Board Chairman 5

Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

SH Against Against Use GAAP for Executive Compensation Metrics 6

SH For Against Report on Governance Measures Implemented Related to Opioids

7

Voter Rationale: Shareholders would benefit from more specific information about proactive steps the board is taking to ensure that the company is complying with the law, managing emerging risks appropriately, and that incentives are aligned with the health of the communities it serves.

SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

8

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

Wynnstay Group Plc


Meeting Type: Annual Ticker: WYN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Re-elect Philip Kirkham as Director 3

Mgmt For For Re-elect David Evans as Director 4

Mgmt For For Elect Gareth Davies as Director 5

Mgmt For For Appoint BDO LLP as Auditors and Authorise

Their Remuneration 6

Mgmt For For Approve Performance Share Plan 7


Rights 8

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 9


Page 42 of 44



Zegona Communications Plc


Meeting Type: Special Ticker: ZEG

Primary ISIN: GB00BVGBY890 Primary SEDOL: BVGBY89

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorise Issue of Equity Pursuant to the Placing

Mgmt For For

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Placing

2

Zespol Elektrowni Patnow-Adamow-Konin SA

Meeting Date: 03/29/2019 Country: Poland

Meeting Type: Special Ticker: ZEP

Primary ISIN: PLZEPAK00012 Primary SEDOL: B89W5H4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3

Mgmt For For Approve Agenda of Meeting 4

Mgmt For For Approve Merger by Absorption with PAK-VOLT

SA 5

Mgmt Shareholder Proposals

SH Against None Recall Supervisory Board Member 6.1

Voter Rationale: Companies should provide sufficient information on the directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

SH Against None Elect Supervisory Board Member 6.2


SH Against None Elect Supervisory Board Members via Voting in Separate Groups

7.1


Page 43 of 44



Zespol Elektrowni Patnow-Adamow-Konin SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Elect Supervisory Board Members Not Elected

By Voting in Separate Groups 7.2


SH Against None Approve Remuneration of Supervisory Board Members

8


SH Against None Approve Decision on Covering Costs of Convocation of General Meeting of Shareholders

9


Mgmt Management Proposal

Mgmt Close Meeting 10

Page 44 of 44

Time & Life Building

1 Bruton Street

4th Floor

London W1J 6TL

United Kingdom

+44 (0)20 7518 8950

The information, opinions estimates or forecasts contained in this document were obtained from sources

reasonably believed to be reliable and are subject to change at any time. The report reflects voting

instructions given, not votes cast and the information has been provided by an external supplier. BMO

Global Asset Management may from time to time deal in investments that may be mentioned herein on

behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset

Management is a trading name of F&C Management Limited, which is authorised and regulated by the

Financial Conduct Authority.

Date post:	20-Jun-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times