Vote Summary ReportVOTING RECORDS
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
3SBio, Inc.
Meeting Type: Annual Ticker: 1530
Primary ISIN: KYG8875G1029 Primary SEDOL: BY9D3L9
Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
4A
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
4C
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Airtac International Group
Meeting Type: Annual Ticker: 1590
Primary ISIN: KYG014081064 Primary SEDOL: B52J816
Proposal
Number
Proponent
Vote
Instruction
3.1 Elect LEONG KAM SON, with ID NO.A35166XXX, as Independent
Director
Mgmt For Against
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. Additionally, the audit committee
should be fully independent and this director's membership could
hamper the committee's impartiality and effectiveness. Moreover,
the remuneration committee should be independent and this
director's membership could hamper the committee's impartiality and
effectiveness.
Mgmt Against For Approve Release of Restrictions of Competitive
Activities of Directors
8
Voter Rationale: Companies should clearly disclose the business
benefits cross directorships will bring, or how conflicts of
interest or competition concerns will be managed if these directors
engage in business activities with competitors.
America Movil SAB de CV
Meeting Date: 04/09/2019 Country: Mexico
Meeting Type: Special Ticker: AMXL
Primary ISIN: MXP001691213 Primary SEDOL: 2667470
Page 1 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
America Movil SAB de CV
Proposal Number
Shareholders Mgmt For Against
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. Additionally, the
audit committee should be fully independent and this director's
membership could hamper the committee's impartiality and
effectiveness. Also, the remuneration committee should be
independent and this director's membership could hamper the
committee's impartiality and effectiveness. Likewise, the
nomination committee should be majority independent and this
director's membership could hamper the committee's impartiality and
effectiveness.
Angang Steel Company Limited
Primary ISIN: CNE1000001V4 Primary SEDOL: 6015644
Proposal Number
8 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
AngloGold Ashanti Ltd.
Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal
Number
Proponent
6.2 Approve Remuneration Implementation Report Mgmt For
Against
Voter Rationale: All exceptional awards should be clearly linked to
performance and demonstrate shareholder value creation in addition
to and above that expected of directors as a normal part of their
jobs.
Page 2 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
AngloGold Ashanti Ltd.
Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal
Number
Proponent
6.2 Approve Remuneration Implementation Report Mgmt For
Against
Voter Rationale: All exceptional awards should be clearly linked to
performance and demonstrate shareholder value creation in addition
to and above that expected of directors as a normal part of their
jobs.
ANTA Sports Products Ltd.
Meeting Type: Annual Ticker: 2020
Primary ISIN: KYG040111059 Primary SEDOL: B1YVKN8
Proposal
Number
Proponent
Mgmt Against For Authorize Reissuance of Repurchased Shares
12
Arca Continental SAB de CV
Meeting Date: 04/04/2019 Country: Mexico
Meeting Type: Annual Ticker: AC
Primary ISIN: MX01AC100006 Primary SEDOL: 2823885
Proposal Number
Elect Secretaries
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Page 3 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Arca Continental SAB de CV Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Remuneration of Board Committee Members;
Elect Chairman of Audit and Corporate Practices Committee
5
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Arcos Dorados Holdings, Inc.
Meeting Type: Annual Ticker: ARCO
Primary ISIN: VGG0457F1071 Primary SEDOL: B529PQ0
Proposal Number
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 compensation committee
should be majority independent and this director's membership could
hamper the committee's impartiality and effectiveness. Moreover,
the nomination committee should be majority independent and this
director's membership could hamper the committee's impartiality and
effectiveness. 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.
Mgmt Withhold For Elect Director Carlos Hernandez-Artigas 3b
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 compensation committee
should be majority independent and this director's membership could
hamper the committee's impartiality and effectiveness. Moreover,
the nomination committee should be majority independent and this
director's membership could hamper the committee's impartiality and
effectiveness. 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.
Asmedia Technology Inc.
Primary ISIN: TW0005269005 Primary SEDOL: B6ZZQ69
Proposal Number
Page 4 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Asmedia Technology Inc. Proposal
Vote
Instruction
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.
Banco do Brasil SA
Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595
Proposal Number
Members Mgmt For Against
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Banco Santander (Brasil) SA
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Proposal Number
Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Banco Santander (Brasil) SA
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Page 5 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Banco Santander (Brasil) SA
Management Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Bank of China Limited
Primary ISIN: CNE1000001Z5 Primary SEDOL: B154564
Proposal Number
16 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Meeting Type: Annual Ticker: 6160
Primary ISIN: KYG1146Y1017 Primary SEDOL: BGDY260
Proposal
Number
Proponent
2 Elect Director Xiaodong Wang Mgmt For Against
Voter Rationale: Directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties. 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.
Mgmt Against For Authorize the Board of Directors to Issue, Allot,
or Deal with Unissued Ordinary Shares and/or
American Depositary Shares
6
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Page 6 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
BeiGene Ltd. Proposal
Mgmt Against For Approve Connected Person Placing Authorization
7
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers'
Compensation
8
Voter Rationale: The plan's structure and pay-for-performance
results are not sufficiently strong. Good practices include: well
disclosed and stretching performance targets; performance triggers
for equity awards; using different metrics for the short and
long-term plans; measuring company outcomes against its appropriate
peer group; and setting awards so that executives are not rewarded
for below-average performance. These and other approaches will
ensure that the compensation committee designs compensation
packages that build shareholder value over time. In addition, a
larger percentage of the equity awards should be tied to
performance conditions. At least 50% is a minimum good practice.
Moreover, significant salary increases should be linked to material
changes in the business or in the role and responsibilities of
executive directors. Furthermore, incentive awards to executives
should be clearly disclosed and include robust and stretching
performance targets to reward strong performance and drive
shareholder value over a sufficiently long period of time. Also,
all exceptional awards should be clearly linked to performance and
demonstrate shareholder value creation in addition to and above
that expected of directors as a normal part of their jobs. Lastly,
the company should put in place a procedure which would enable it,
should it identify any facts of manipulation of reported indicators
or other bad faith actions on the part of any of its executive
directors and other key managers which were detrimental to the
long-term interests of its shareholders, to ensure that any funds
wrongfully obtained in such manner are repaid to it.
Beijing Enterprises Water Group Ltd.
Meeting Date: 05/31/2019 Country: Bermuda
Meeting Type: Annual Ticker: 371
Primary ISIN: BMG0957L1090 Primary SEDOL: B01YCG0
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
3.5 Elect Shea Chun Lok Quadrant as Director Mgmt For Against
Voter Rationale: 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 Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 6
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Page 7 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
BRF SA
Primary ISIN: BRBRFSACNOR8 Primary SEDOL: 2036995
Proposal
Number
Proponent
Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Mgmt Against For Approve 2019 Global Compensation Cap in the Amount
of BRL 118.3 Million
3
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Mgmt Against For Amend Share Matching Plan 1
Voter Rationale: Incentive awards to executives should have clearly
disclosed and stretching performance targets to reward strong
performance and long-term value creation.
Brilliance China Automotive Holdings Limited
Meeting Date: 06/04/2019 Country: Bermuda
Meeting Type: Annual Ticker: 1114
Primary ISIN: BMG1368B1028 Primary SEDOL: 6181482
Proposal
Number
Proponent
4A Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
4C
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Mgmt Against For Adopt New Share Option Scheme and Authorize Board
to Deal With All Matters in Relation to the New Share Option
Scheme
5
Voter Rationale: 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, share-based incentive plans for executives and employees
should be submitted to shareholder approval as separate voting
items. Incentive awards to executives should have clearly disclosed
and stretching performance targets to reward strong performance and
long-term value creation.
Page 8 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Catcher Technology Co. Ltd.
Primary ISIN: TW0002474004 Primary SEDOL: 6186669
Proposal
Number
Proponent
Vote
Instruction
9.4 Elect MENG HUAN LEI, with ID NO. E121040XXX, as Non-Independent
Director
Mgmt For Against
Voter Rationale: The audit committee should be fully independent
and this director's membership could hamper the committee's
impartiality and effectiveness. In addition, the remuneration
committee should be independent and this director's membership
could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Release of Restrictions of Competitive
Activities of Newly Appointed Directors
10
Voter Rationale: Companies should clearly disclose the business
benefits cross directorships will bring, or how conflicts of
interest or competition concerns will be managed if these directors
engage in business activities with competitors.
Cathay Financial Holdings Co. Ltd.
Meeting Date: 06/14/2019 Country: Taiwan
Meeting Type: Annual Ticker: 2882
Primary ISIN: TW0002882008 Primary SEDOL: 6425663
Proposal
Number
Proponent
Vote
Instruction
8.4 Elect Tsu-Pei Chen, a Representative of Culture and Charity
Foundation of the CUB with Shareholder No. 579581, as
Non-Independent Director
Mgmt For Against
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Chi-Wei Joong, a Representative of Chia Yi
Capital Co., Ltd. with Shareholder No. 572870,
as Non-Independent Director
8.5
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Andrew Ming-Jian Kuo, a Representative of
Culture and Charity Foundation of the CUB with Shareholder No.
579581, as Non-Independent Director
8.6
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.Executive officers are expected to
hold no more than one external directorships to ensure they have
sufficient time and energy to discharge their roles properly,
particularly during unexpected company situations requiring
substantial amounts of time.
Page 9 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Cathay Financial Holdings Co. Ltd. Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Elect Tiao-Kuei Huang, a Representative of Cathay
Life Insurance Co., Ltd. Employees' Welfare Committee with
Shareholder No. 1237, as Non-Independent Director
8.7
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Ming- Ho Hsiung, a Representative of Cathay
Life Insurance Co., Ltd. Employees' Welfare Committee with
Shareholder No. 1237, as Non-Independent Director
8.8
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Feng-Chiang Miau with ID No. A131723XXX as
Independent Director
8.10
Voter Rationale: Executive officers are expected to hold no more
than one external directorships to ensure they have sufficient time
and energy to discharge their roles properly, particularly during
unexpected company situations requiring substantial amounts of
time.In addition, directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties.
Mgmt Against For Elect Edward Yung Do Way with ID No. A102143XXX as
Independent Director
8.11
Voter Rationale: Directors are expected to hold only a small number
of directorships and ensure they have sufficient time and energy to
discharge their role properly, particularly during unexpected
company situations requiring substantial amounts of time.
CCR SA
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
Proposal
Number
Proponent
Vote
Instruction
1 Accept Financial Statements and Statutory Reports for Fiscal Year
Ended Dec. 31, 2018
Mgmt For Against
Voter Rationale: The auditors have qualified their opinion in
evaluation of accounts.
Mgmt Against For Elect Ana Maria Marcondes Penido Sant'Anna as
Board Chairman and Eduarda Penido Dalla Vecchia as Alternate
6.1
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the board should appoint
a Lead Independent Director to establish appropriate checks and
balances on the Board, support the Chairman, ensure orderly
succession process for the Chairman, and act as a point of contact
for shareholders, non-executive directors and senior executives
where normal channels of communication through the board Chairman
are considered inappropriate. 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.
Page 10 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
CCR SA Proposal
Vote
Instruction
Mgmt Against For Elect Luiz Carlos Cavalcanti Dutra Junior as
Director and Nelson Tambelini Junior as Alternate
6.2
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the remuneration
committee should be independent and this director's membership
could hamper the committee's impartiality and effectiveness.
Furthermore, the nomination committee should be majority
independent and this director's membership could hamper the
committee's impartiality and effectiveness.
Mgmt Against For Elect Ricardo Coutinho de Sena as Vice-Chairman
and Jose Henrique Braga Polido
Lopes as Alternate
6.3
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Fernando Luiz Aguiar Filho as Director and
Leonardo de Almeida Massa as Alternate
6.4
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Paulo Roberto Reckziegel Guedes as Director
and Tarcisio Augusto Carneiro as Alternate
6.5
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the remuneration
committee should be independent and this director's membership
could hamper the committee's impartiality and effectiveness.
Furthermore, the nomination committee should be majority
independent and this director's membership could hamper the
committee's impartiality and effectiveness.
Mgmt Against For Elect Henrique Sutton de Sousa Neves as Director
and Rosa Evangelina Penido Dalla Vecchia as Alternate
6.6
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Renato Torres de Faria as Director and
Paulo Marcio de Oliveira Monteiro as Alternate 6.7
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Luis Claudio Rapparini Soares as
Director
and Eduardo Penido Sant'Anna as Alternate 6.8
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Flavio Mendes Aidar as Director and Livio
Hagime Kuze as Alternate
6.9
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Luiz Alberto Colonna Rosman as Independent
Director
6.11
Voter Rationale: A vote FOR candidate Eduardo Bunker Gentil (Item
6.10) is warranted as he is a new independent nominee.Votes AGAINST
the new non-independent nominee Luis Claudio Rapparini Soares, as
well as the incumbent candidates are warranted given the proposed
board's lack of overall independence and the concerns regarding
material failures of governance and potential breach of fiduciary
duty from the company's administrators.
Page 11 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
CCR SA Proposal
Independent Director 6.12
Voter Rationale: Directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties.
Mgmt Against For Appoint Ana Maria Marcondes Penido Sant'Anna as
Board Chairman and Ricardo Coutinho de
Sena as Vice-Chairman
10
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the board should appoint
a Lead Independent Director to establish appropriate checks and
balances on the Board, support the Chairman, ensure orderly
succession process for the Chairman, and act as a point of contact
for shareholders, non-executive directors and senior executives
where normal channels of communication through the board Chairman
are considered inappropriate. 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 Approve Remuneration of Company's Management
13
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
CCR SA
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
Proposal
Number
Proponent
Vote
Instruction
1 Ratify Contracts between Company and Former Administrators Re:
Collaboration Program and Waive Lawsuit Against Former Directors
Involved in the Collaboration Program
Mgmt For Against
Voter Rationale: We voted against as the terms of the Incentive
Collaboration Agreement proposed do not appear to be in the best
interest of the company's unaffiliated shareholders
Cencosud SA
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Page 12 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Cencosud SA
Proposal Number
d Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information on
directors standing for election at least 21 days in advance of the
meeting to enable shareholders to cast an informed vote.
Additionally, the board should submit directors for re-election
individually, rather than as a single slate and ensure that there
is sufficient level of independence on the board.
Mgmt Against For Appoint Auditors h
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Mgmt Against For Other Business m
Voter Rationale: Any Other Business should not be a voting
item.
Cencosud SA
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Proposal Number
Compensation Plan Mgmt For Against
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Central Pattana Public Co. Ltd.
Meeting Date: 04/26/2019 Country: Thailand
Meeting Type: Annual Ticker: CPN
Primary ISIN: TH0481B10Z00 Primary SEDOL: B6SR7L4
Proposal Number
5.2 Elect Sudhisak Chirathivat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors.
Mgmt Against For Elect Kobchai Chirathivat as Director 5.3
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors.
Page 13 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
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Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Central Pattana Public Co. Ltd. Proposal
Number
Proponent
Mgmt Against For Elect Prin Chirathivat as Director 5.4
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors.
Mgmt Against For Approve Remuneration of Directors 6
Voter Rationale: Variable remuneration and equity incentives should
not be granted to non-executive directors as this may compromise
their independence and ability to hold management
accountable.
Mgmt Against For Other Business 8
Voter Rationale: Any Other Business should not be a voting
item.
China Communications Services Corp. Ltd.
Meeting Date: 04/18/2019 Country: China
Meeting Type: Special Ticker: 552
Primary ISIN: CNE1000002G3 Primary SEDOL: B1HVJ16
Proposal
Number
Proponent
1 Approve Financial Services Framework Agreement, Proposed Annual
Caps and Related Transactions
Mgmt For Against
Voter Rationale: In the absence of compelling economic rationale
such pooling of the group’s cash through an unlisted financial
vehicle may give the parent company control over the listed
company’s finances.
China Conch Venture Holdings Limited
Meeting Date: 06/26/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 586
Primary ISIN: KYG2116J1085 Primary SEDOL: BH7HM06
Proposal Number
3d Elect Chang Zhangli as Director Mgmt For Against
Voter Rationale: Executive officers are expected to hold no more
than one external directorships to ensure they have sufficient time
and energy to discharge their roles properly, particularly during
unexpected company situations requiring substantial amounts of
time.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 6
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Page 14 of 69
The SEI Emerging Markets Equity Fund Votes Against Management
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Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
China Conch Venture Holdings Limited Proposal
Number
Proponent
China Everbright International Limited
Meeting Type: Annual Ticker: 257
Primary ISIN: HK0257001336 Primary SEDOL: 6630940
Proposal Number
5.1 Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
5.3
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
China Everbright Limited
Meeting Type: Annual Ticker: 165
Primary ISIN: HK0165000859 Primary SEDOL: 6455143
Proposal Number
3c Elect Lin Zhijun as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. Also, the audit committee should be
fully independent and this director's membership could hamper the
committee's impartiality and effectiveness. Moreover, directors are
expected to hold only a small number of directorships and ensure
they have sufficient time and energy to discharge their role
properly, particularly during unexpected company situations
requiring substantial amounts of time.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Page 15 of 69
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China Everbright Limited Proposal
China Medical System Holdings Ltd.
Meeting Date: 04/25/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 867
Primary ISIN: KYG211081248 Primary SEDOL: B6WY993
Proposal Number
and Authorize Board to Fix Their Remuneration Mgmt For
Against
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
China Mobile Limited
Meeting Type: Annual Ticker: 941
Primary ISIN: HK0941009539 Primary SEDOL: 6073556
Proposal
Number
Proponent
Vote
Instruction
4.1 Elect Moses Cheng Mo Chi as Director Mgmt For Against
Voter Rationale: The audit committee should be fully independent
and this director's membership could hamper the committee's
impartiality and effectiveness. In addition, directors are expected
to hold only a small number of directorships and ensure they have
sufficient time and energy to discharge their role properly,
particularly during unexpected company situations requiring
substantial amounts of time.
Page 16 of 69
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China Mobile Limited Proposal
Securities without Preemptive Rights 7
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 8
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
China Mobile Ltd.
Meeting Type: Annual Ticker: 941
Primary ISIN: HK0941009539 Primary SEDOL: 6073556
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
4.1 Elect Moses Cheng Mo Chi as Director Mgmt For Against
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 7
Mgmt Against For Authorize Reissuance of Repurchased Shares 8
China Molybdenum Co., Ltd.
Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6
Proposal Number
12 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights for A
Shares and/or H Shares
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
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06/30/2019
China National Building Material Company Limited
Meeting Date: 05/24/2019 Country: China
Meeting Type: Annual Ticker: 3323
Primary ISIN: CNE1000002N9 Primary SEDOL: B0Y91C1
Proposal
Number
Proponent
7 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights for
Unlisted Shares and H Shares
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
China Petroleum & Chemical Corp.
Primary ISIN: CNE1000002Q2 Primary SEDOL: 6291819
Proposal
Number
Proponent
Instruments Mgmt For Against
Securities without Preemptive Rights 8
China Taiping Insurance Holdings Company Limited
Meeting Date: 05/31/2019 Country: Hong Kong
Meeting Type: Annual Ticker: 966
Primary ISIN: HK0000055878 Primary SEDOL: 6264048
Proposal Number
3a2 Elect Huang Weijian as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Page 18 of 69
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Votes Against Management Report Reporting Period: 04/01/2019 to
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China Taiping Insurance Holdings Company Limited Proposal
Number
Proponent
Mgmt Against For Elect Zhu Xiangwen as Director 3a3
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Zhu Dajian as Director 3a4
Voter Rationale: Directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
China Vanke Co., Ltd.
Primary ISIN: CNE100001SR9 Primary SEDOL: BN320P8
Proposal
Number
Proponent
Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights for H Shares
8
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Cia Cervecerias Unidas SA
Primary ISIN: CLP249051044 Primary SEDOL: 2196189
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06/30/2019
Cia Cervecerias Unidas SA
5 Elect Directors Mgmt For Withhold
Voter Rationale: The board should submit directors for re-election
individually, rather than as a single slate and ensure that there
is sufficient level of independence on the board.
Mgmt Withhold For Appoint Auditors 9a
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
CIFI Holdings (Group) Co. Ltd.
Meeting Date: 05/14/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 884
Primary ISIN: KYG2140A1076 Primary SEDOL: B8Z00N3
Proposal
Number
Proponent
3.4 Elect Tan Wee Seng as Director Mgmt For Against
Voter Rationale: Directors are expected to hold only a small number
of directorships and ensure they have sufficient time and energy to
discharge their role properly, particularly during unexpected
company situations requiring substantial amounts of time.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
CIMC Enric Holdings Ltd.
Meeting Type: Annual Ticker: 3899
Primary ISIN: KYG2198S1093 Primary SEDOL: B0M6DX9
Proposal
Number
Proponent
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06/30/2019
CIMC Enric Holdings Ltd. Proposal
Number
Proponent
Vote
Instruction
Voter Rationale: Directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
CITIC Limited
Meeting Type: Annual Ticker: 267
Primary ISIN: HK0267001375 Primary SEDOL: 6196152
Proposal
Number
Proponent
10 Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
CITIC Securities Co., Ltd.
Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49
Proposal Number
Remuneration
Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Page 21 of 69
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Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
CITIC Securities Co., Ltd. Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights for A Shares and H
Shares
7
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
CNOOC Limited
Meeting Type: Annual Ticker: 883
Primary ISIN: HK0883013259 Primary SEDOL: B00G0S5
Proposal Number
A3 Elect Wang Dongjin as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the remuneration
committee should be independent and this director's membership
could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Chiu Sung Hong as Director A5
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity. In addition, the audit committee
should be fully independent and this director's membership could
hamper the committee's impartiality and effectiveness. Further, the
remuneration committee should be independent and this director's
membership could hamper the committee's impartiality and
effectiveness.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights B2
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
B3
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Companhia Siderurgica Nacional
Primary ISIN: BRCSNAACNOR6 Primary SEDOL: B019KX8
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Companhia Siderurgica Nacional
Management Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Mgmt Abstain For Elect Directors 6
Voter Rationale: An ABSTAIN is warranted for the management's board
nominees to allow minority shareholders to concentrate their votes
on the election of a minority board representative, further
analyzed under Item 12.
Corporacion America Airports SA
Primary ISIN: LU1756447840 Primary SEDOL: BD45SN0
Proposal Number
8 Approve Share Repurchase Mgmt For Against
Voter Rationale: Shares should not be repurchased at a
premium/discount to the market price of more than 10%.
Cosan SA
Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5
Proposal Number
6.4 Elect Burkhard Otto Cordes as Director Mgmt For Against
Mgmt Against For Elect Dan Ioschpe as Director 6.5
Mgmt Against For Elect Mailson Ferreira da Nobrega as Director
6.6
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Votes Against Management Report Reporting Period: 04/01/2019 to
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Country Garden Holdings Co. Ltd.
Meeting Date: 05/16/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 2007
Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6
Proposal
Number
Proponent
Vote
Instruction
3a5 Elect Shek Lai Him, Abraham as Director Mgmt For Against
Voter Rationale: Directors are expected to hold only a small number
of directorships and ensure they have sufficient time and energy to
discharge their role properly, particularly during unexpected
company situations requiring substantial amounts of time.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
CRRC Corporation Limited
Primary ISIN: CNE100000BG0 Primary SEDOL: B2R2ZC9
Proposal
Number
Proponent
7 Approve 2019 Arrangement of Guarantees Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted since
the company will be taking in a disproportionate amount of risk
relative to its ownership stake without compelling
justification.
Mgmt Against For Approve Issuance of Debt Financing
Instruments
14
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights for A Shares and H
Shares
15
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Page 24 of 69
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Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Cyrela Brazil Realty SA Empreendimentos e Participacoes
Meeting Date: 04/26/2019 Country: Brazil
Meeting Type: Special Ticker: CYRE3
Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855
Proposal
Number
Proponent
Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should
not erode shareholder rights.
Emaar Properties PJSC
Meeting Type: Annual Ticker: EMAAR
Primary ISIN: AEE000301011 Primary SEDOL: B01RM25
Proposal Number
8 Ratify Auditors and Fix Their Remuneration for FY 2019
Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Erste Group Bank AG
Primary ISIN: AT0000652011 Primary SEDOL: 5289837
Proposal Number
Mgmt For Against
Voter Rationale: The company should reduce director terms and,
ideally, introduce annual re-elections, in order to facilitate a
more dynamic board refreshment process.
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Erste Group Bank AG Proposal
Number
Proponent
Member 7.2
Voter Rationale: For widely held companies, the supervisory board
should include at least 50% independent non-executive directors, to
ensure appropriate balance of independence and objectivity. We do
not consider employee-elected directors under the co-determination
system to be fully independent.
Mgmt Against For Authorize Repurchase of Up to Ten Percent of
Issued Share Capital for Trading Purposes
8
Voter Rationale: Shares should not be repurchased at a significant
variation to the market price.
Mgmt Against For Authorize Share Repurchase Program and Reissuance
of Repurchased Shares to Key Employees
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.
First Quantum Minerals Ltd.
Primary ISIN: CA3359341052 Primary SEDOL: 2347608
Proposal Number
2.4 Elect Director Peter St. George 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.
Mgmt Withhold For Elect Director Andrew B. Adams 2.5
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 Against For Advisory Vote on Executive Compensation
Approach 4
Voter Rationale: 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.
Gazprom PJSC
Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7
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06/30/2019
Gazprom PJSC
Proposal Number
Commission Mgmt For Against
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Iurii Nosov as Member of Audit
Commission 14.5
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Karen Oganian as Member of Audit
Commission
14.6
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Dmitrii Pashkovskii as Member of Audit
Commission
14.7
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Sergei Platonov as Member of Audit
Commission
14.8
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Evgenii Stoliarov as Member of Audit
Commission
14.9
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Mgmt Against For Elect Tatiana Fisenko as Member of Audit
Commission 14.10
Voter Rationale: As incumbent members of the audit commission,
these nominees are best suited to continue the uninterrupted
functioning of the audit commission.
Geely Automobile Holdings Limited
Meeting Type: Annual Ticker: 175
Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827
Proposal Number
Mgmt For Against
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Geely Automobile Holdings Limited Proposal
Number
Proponent
Vote
Instruction
Voter Rationale: The board should include at least 33% independent
non-executive directors to ensure appropriate balance of
independence and objectivity.
Mgmt Against For Elect Yeung Sau Hung, Alex as Director 6
Voter Rationale: 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 Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
10
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
11
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Globe Telecom, Inc.
Primary ISIN: PHY272571498 Primary SEDOL: 6284864
Proposal
Number
Proponent
Vote
Instruction
4.1 Elect Jaime Augusto Zobel de Ayala as Director Mgmt For
Against
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity. In addition, directors are expected to hold only a
small number of directorships and ensure they have sufficient time
and energy to discharge their role properly, particularly during
unexpected company situations requiring substantial amounts of
time.
Mgmt Against For Elect Delfin L. Lazaro as Director 4.2
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity.
Mgmt Against For Elect Lang Tao Yih, Arthur as Director 4.3
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity.
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Globe Telecom, Inc. Proposal
Vote
Instruction
Mgmt Against For Elect Fernando Zobel de Ayala as Director
4.4
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity. In addition, directors are expected to hold only a
small number of directorships and ensure they have sufficient time
and energy to discharge their role properly, particularly during
unexpected company situations requiring substantial amounts of
time.
Mgmt Against For Elect Jose Teodoro K. Limcaoco as Director
4.5
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity.
Mgmt Against For Elect Romeo L. Bernardo as Director 4.6
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity. In addition, the audit committee should be fully
independent and this director's membership could hamper the
committee's impartiality and effectiveness.
Mgmt Against For Elect Ernest L. Cu as Director 4.7
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity.
Mgmt Against For Elect Samba Natarajan as Director 4.8
Voter Rationale: Given the cumulative voting process, we cast our
votes in support of the independent non-executive directors. The
board should include at least 33% independent non-executive
directors to ensure appropriate balance of independence and
objectivity.
Mgmt Against For Approve Other Matters 6
Voter Rationale: Any Other Business should not be a voting
item.
Gruma SAB de CV
Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545
Proposal
Number
Proponent
5 Elect Directors, Secretary, and Alternates, Verify Independence
Classification of Directors and Approve Their Remuneration; Approve
Remuneration of Audit and Corporate Practices
Committees
Mgmt For Against
Voter Rationale: Companies should provide sufficient information on
directors standing for election at least 21 days in advance of the
meeting to enable shareholders to cast an informed vote.
Mgmt Against For Elect Chairmen of Audit and Corporate Practices
Committees
6
The SEI Emerging Markets Equity Fund Votes Against Management
Report
Votes Against Management Report Reporting Period: 04/01/2019 to
06/30/2019
Grupo Financiero Banorte SAB de CV
Meeting Date: 04/30/2019 Country: Mexico
Meeting Type: Annual Ticker: GFNORTEO
Primary ISIN: MXP370711014 Primary SEDOL: 2421041
Proposal
Number
Proponent
Vote
Instruction
5.a1 Elect Carlos Hank Gonzalez as Board Chairman Mgmt For
Against
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. In addition, the board should appoint a Lead Independent
Director to establish appropriate checks and balances on the Board,
support the Chairman, ensure orderly succession process for the
Chairman, and act as a point of contact for shareholders,
non-executive directors and senior executives where normal channels
of communication through the board Chairman are considered
inappropriate.
Mgmt Against For Elect Adrian Sada Cueva as Director 5.a10
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 Alfonso de Angoitia Noriega as Director
5.a13
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.
Grupo Mexico S.A.B. de C.V.
Meeting Date: 04/30/2019 Country: Mexico
Meeting Type: Annual Ticker: GMEXICOB
Primary ISIN: MXP370841019 Primary SEDOL: 2643674
Proposal
Number
Proponent
6 Ratify Auditors Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and
specify any non-audit work undertaken by the auditor.
Mgmt Against For Elect or Ratify Directors; Verify Independence of
Board Members; Elect or Ratify Chairmen and Members of Board
Committees
7
Voter Rationale: Companies should provide sufficient information on
directors standing for election at least 21 days in advance of the
meeting to enable shareholders to cast an informed vote. In
addition, 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.
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Grupo Mexico S.A.B. de C.V. Proposal
Number
Proponent
Voter Rationale: Companies should provide sufficient information at
least 21 days in advance of the meeting to enable shareholders to
cast an informed vote.
Grupo Televisa SAB
Primary ISIN: MXP4987V1378 Primary SEDOL: 2380108
Proposal Number
Shareholders Mgmt For Against
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting; Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts;
and No significant changes to the composition of the company's
boards or key committees have been proposed despite the governance
concerns.
Mgmt Against For Authorize Board to Ratify and Execute
Approved
Resolutions 2
Mgmt Against For Elect or Ratify Directors Representing Series
D
Shareholders 1
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting. Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts.
No significant changes to the composition of the company's boards
or key committees have been proposed despite the governance
concerns.
Mgmt Against For Authorize Board to Ratify and Execute
Approved
Resolutions 2
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Grupo Televisa SAB Proposal
Vote
Instruction
Mgmt Against For Approve Financial Statements and Statutory Reports
as Required by Article 28 of Mexican Securities Law, Approve
Financial Statements; Approve Discharge of Directors, CEO and
Board
Committees
1
Voter Rationale: The company has bundled the request to approve its
financial statements and the discharge of directors and CEO under
the same proposal, preventing shareholders from voting on such key
resolutions separately. The company is currently subject to
multiple class action lawsuits, related to the investigations
regarding alleged payment of bribes to executives of FIFA, to
secure broadcasting rights for upcoming World Cup tournaments. The
corruption allegations, and the ongoing investigations, raise
concerns regarding potential governance failure and breach of
fiduciary duty of the company's administrators and, although the
company has denied any wrong doing, no additional information
regarding measures taken to address such concerns have been
disclosed. The company and its external auditor disclosed material
weaknesses in Televisa's internal controls over financial reporting
as of Dec. 31, 2017. While the company has announced a remediation
plan in response to the material weaknesses, it is unclear how much
has already been implemented and the company has not yet disclosed
its audited financial statements or 20-F for fiscal year 2018,
preventing shareholders from assessing the effectiveness of such
remediation actions.
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: A vote AGAINST this item is warranted given that
the company's payouts in recent years have consistently fallen
below 30 percent of net income, and the company has failed to
outperform the country's main equity index on a TSR basis in recent
years.
Mgmt Against For Set Aggregate Nominal Amount of Share Repurchase
Reserve; Receive Report on Policies and Board's Decisions on Share
Repurchase and Sale of Treasury Shares
4
Voter Rationale: Any share repurchase request in excess of 10%
should be undertaken in exceptional circumstances only and be fully
justified by the company.
Mgmt Against For Elect or Ratify Members of Board, Secretary and
Other Officers
5
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting. Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts.
No significant changes to the composition of the company's boards
or key committees have been proposed despite the governance
concerns.
Mgmt Against For Elect or Ratify Members of Executive Committee
6
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting. Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts.
No significant changes to the composition of the company's boards
or key committees have been proposed despite the governance
concerns.
Mgmt Against For Elect or Ratify Chairman of Audit Committee
7
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting. Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts.
No significant changes to the composition of the company's boards
or key committees have been proposed despite the governance
concerns.
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Grupo Televisa SAB Proposal
Mgmt Against For Elect or Ratify Chairman of Corporate
Practices
Committee 8
Voter Rationale: There are concerns regarding potential governance
failure and breach of fiduciary duty in light of corruption
investigations involving the company's administrators and the
disclosure of several material weaknesses regarding the company's
internal control of its financial reporting. Although the company
has disclosed remediation efforts with regard to the material
weaknesses, they do not appear to be fully implemented and, absent
disclosure of the most recent year's financial statements,
shareholders cannot fully assess the effectiveness of such efforts.
No significant changes to the composition of the company's boards
or key committees have been proposed despite the governance
concerns.
Guangzhou R&F Properties Co., Ltd.
Meeting Date: 05/30/2019 Country: China
Meeting Type: Annual Ticker: 2777
Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
10 Approve Extension of Guarantees by the Company on Behalf of
Subsidiaries, Associates, Joint Ventures and Other Investee
Companies
Mgmt For Against
Voter Rationale: A vote AGAINST these resolutions is warranted
since the company could take in a disproportionate amount of risk
relative to its ownership stake without compelling
justification.
Mgmt Against For Approve Extension of Guarantees on Behalf of
Subsidiaries, Associates and Joint Ventures in 2018
11
Voter Rationale: A vote AGAINST these resolutions is warranted
since the company could take in a disproportionate amount of risk
relative to its ownership stake without compelling
justification.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 12
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Haier Electronics Group Co., Ltd.
Meeting Date: 06/27/2019 Country: Bermuda
Meeting Type: Annual Ticker: 1169
Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8
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Haier Electronics Group Co., Ltd.
Proposal Number
6 Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Mgmt Against For Approve Allotment and Issuance of New Shares Under
the Restricted Share Award Scheme
8
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time. In addition, variable
remuneration and equity incentives should not be granted to
non-executive directors as this may compromise their independence
and ability to hold management accountable.
Hapvida Participacoes e Investimentos SA
Meeting Date: 04/22/2019 Country: Brazil
Meeting Type: Annual Ticker: HAPV3
Primary ISIN: BRHAPVACNOR4 Primary SEDOL: BF4J7N9
Proposal Number
Management Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Hindustan Unilever Ltd.
Primary ISIN: INE030A01027 Primary SEDOL: 6261674
Proposal Number
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Hindustan Unilever Ltd. Proposal
Voter Rationale: The audit committee should be fully independent
and this director's membership could hamper the committee's
impartiality and effectiveness.
HIWIN Technologies Corp.
Primary ISIN: TW0002049004 Primary SEDOL: B1YMYT5
Proposal Number
as Non-Independent Director Mgmt For Against
Voter Rationale: Executive officers are expected to hold no more
than one external directorships to ensure they have sufficient time
and energy to discharge their roles properly, particularly during
unexpected company situations requiring substantial amounts of
time.Furthermore, directors are expected to attend all board
meetings. Attendance is crucial for making valuable contributions
to the board and fulfilling fiduciary duties.
Mgmt Against For Elect Chiang, Cheng-Ho with ID No.
F102570XXX as Independent Director 9.7
Voter Rationale: The audit committee should be fully independent
and this director's membership could hamper the committee's
impartiality and effectiveness.
Home Product Center Public Co., Ltd.
Meeting Date: 04/09/2019 Country: Thailand
Meeting Type: Annual Ticker: HMPRO
Primary ISIN: TH0661010007 Primary SEDOL: 6418544
Proposal Number
5.1 Elect Suwanna Buddhaprasart as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors.
Mgmt Against For Elect Thaveevat Tatiyamaneekul as Director
5.2
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors. In addition,
the audit committee should be fully independent and this director's
membership could hamper the committee's impartiality and
effectiveness.
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Home Product Center Public Co., Ltd. Proposal
Number
Proponent
Mgmt Against For Elect Chanin Roonsumrarn as Director 5.3
Voter Rationale: For companies without an independent chairman, the
board should have at least 50% independent directors. In addition,
the audit committee should be fully independent and this director's
membership could hamper the committee's impartiality and
effectiveness. Further, the remuneration committee should be
independent and this director's membership could hamper the
committee's impartiality and effectiveness. Lastly, the nomination
committee should be majority independent and this director's
membership could hamper the committee's impartiality and
effectiveness.
Mgmt Against For Other Business 11
Voter Rationale: Any Other Business should not be a voting
item.
Hua Hong Semiconductor Limited
Meeting Type: Annual Ticker: 1347
Primary ISIN: HK0000218211 Primary SEDOL: BRB3857
Proposal Number
11 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
12
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Hypera SA
Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968
Proposal
Number
Proponent
3 Amend Bonus Matching Plan Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over time. In
addition, on early termination, all share-based awards should be
time pro-rated and tested for performance, including in the event
of a change of control.
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Hypera SA Proposal
Mgmt Against For Amend Restricted Stock Plan 4
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over
time.
ICICI Lombard General Insurance Company Limited
Meeting Date: 06/27/2019 Country: India
Meeting Type: Annual Ticker: 540716
Primary ISIN: INE765G01017 Primary SEDOL: BYXH7P9
Proposal Number
Voter Rationale: The audit committee should be fully independent
and this director's membership could hamper the committee's
impartiality and effectiveness.
Industrial & Commercial Bank of China Limited
Meeting Date: 06/20/2019 Country: China
Meeting Type: Annual Ticker: 1398
Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8
Proposal Number
10 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Infosys Limited
Primary ISIN: INE009A01021 Primary SEDOL: 6205122
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Infosys Limited
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
4 Approve Infosys Expanded Stock Ownership Program - 2019 to
Eligible Employees of the Company
Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.Furthermore, on early termination,
all share-based awards should be time pro-rated and tested for
performance, including in the event of a change of control.
Mgmt Against For Approve Infosys Expanded Stock Ownership Program -
2019 to Eligible Employees of the Company's Subsidiaries
5
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.Furthermore, on early termination,
all share-based awards should be time pro-rated and tested for
performance, including in the event of a change of control.
Mgmt Against For Approve Secondary Acquisition of Shares of the
Company by the Infosys Expanded Stock
Ownership Trust
6
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.Furthermore, on early termination,
all share-based awards should be time pro-rated and tested for
performance, including in the event of a change of control.
Mgmt Against For Approve Grant of Stock Incentives to Salil Parekh
Under Infosys Expanded Stock
Ownership Program - 2019
7
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.Furthermore, on early termination,
all share-based awards should be time pro-rated and tested for
performance, including in the event of a change of control.
Mgmt Against For Approve Change of Terms of Appointment of Salil
Parekh as Chief Executive Officer and
Managing Director
8
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.
Mgmt Against For Approve Grant of Stock Incentives to U. B. Pravin
Rao Under Infosys Expanded Stock Ownership Program - 2019
9
Voter Rationale: Incentive awards to executives should be clearly
disclosed and include robust and stretching performance targets to
reward strong performance and drive shareholder value over a
sufficiently long period of time.Furthermore, on early termination,
all share-based awards should be time pro-rated and tested for
performance, including in the event of a change of control.
Kingboard Laminates Holdings Limited
Meeting Type: Annual Ticker: 1888
Primary ISIN: KYG5257K1076 Primary SEDOL: B1HHFV6
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Kingboard Laminates Holdings Limited
6A Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
6C
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Kumba Iron Ore Ltd.
Meeting Type: Annual Ticker: KIO
Primary ISIN: ZAE000085346 Primary SEDOL: B1G4262
Proposal Number
4.2 Approve Remuneration Implementation Report Mgmt For
Against
Voter Rationale: Significant salary increases should be linked to
material changes in the business or in the role and
responsibilities of executive directors.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 time. In addition, all exceptional
awards should be clearly linked to performance and demonstrate
shareholder value creation in addition to and above that expected
of directors as a normal part of their jobs.
Lee & Man Paper Manufacturing Ltd.
Meeting Date: 05/06/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 2314
Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772
Proposal
Number
Proponent
11 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Page 39 of 69
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Lee & Man Paper Manufacturing Ltd. Proposal
Number
Proponent
Linx SA
Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4
Proposal Number
Management Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to
provide shareholders with the information referred to in item 13 of
the Reference Form in CVM Instruction 480.
Logan Property Holdings Company Limited
Meeting Date: 06/20/2019 Country: Cayman Islands
Meeting Type: Annual Ticker: 3380
Primary ISIN: KYG555551095 Primary SEDOL: BH6X937
Proposal Number
9 Approve Issuance of Equity or Equity-Linked Securities without
Preemptive Rights
Mgmt For Against
Voter Rationale: Any increase in capital of greater than 10%
without pre-emption rights should be undertaken in exceptional
circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares
10
Voter Rationale: Treasury stock, when re-issued without pre-emption
rights, should be subject to the same limitations as newly issued
stock.
Page 40 of 69
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Lojas Renner SA
Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6
Proposal
Number
Proponent
Vote
Instruction
11.2 Elect Cristell Lisania Justen as Fiscal Council Member and
Roberto Zeller Branchi as Alternate
Mgmt For Abstain
Voter Rationale: The company disclosed four nominees, and
alternates, for a three-member fiscal council.The proposed nominees
are as follows:- Item 11.1 New management fiscal council nominee
Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz-
Item 11.2- New management fiscal council nominee Cristell Lisania
Justen and alternate Roberto Zeller Branchi- Item 11.3 Incumbent
fiscal council nominee Ricardo Zaffari Grechi and alternate Roberto
Frota Decourt- Item 11.4 New shareholder fiscal council nominee
Jose Eduardo Moreira Bergo and alternate Isabel Cristina
Bittencourt SantiagoSupport FOR the incumbent nominee Ricardo
Zaffari Crechi and alternate Roberto Frota Decourt (Item 11.3) is
recommended in light of the lack of known concerns regarding the
performance of the fiscal council members. In addition, support FOR
the new management nominee Joarez Jose Picinini and incumbent
alternate Ricardo Gus Maltz (Item 11.1) is also recommended.Lastly,
a vote FOR the new shareholder nominee Jose Eduardo Moreira Bergo
and alternate Isabel Cristina Bittencourt Santiago (Item 11.4) is
recommended in light